Certain Information With. Respect to the Capital Stock of the COMPANY, HOLDING and NEWCO. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of the COMPANY, HOLDING and NEWCO as of the date of this Agreement are as follows:
(i) as of the date of this Agreement, the authorized and outstanding capital stock of the COMPANY is as set forth on Schedule 1.4 hereto;
(ii) immediately prior to the Closing Date, the authorized capital stock of HOLDING will consist of 49,000,000 shares of HOLDING Stock, of which the number of issued and outstanding shares will be set forth in the Registration Statement, and 500,000 shares of preferred stock, $.01 par value, of which no shares will be issued and outstanding; and
(iii) as of the date of this Agreement, the authorized capital stock of NEWCO consists of 3,000 shares of NEWCO Stock, of which ten (10) shares are issued and outstanding.
Certain Information With. Respect to the Capital Stock of the COMPANY and URSI. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of the COMPANY and URSI as of the date of this Agreement are as follows:
(i) as of the date of this Agreement, the authorized capital stock of the COMPANY consists of 100,000 shares of common stock, ("COMPANY Stock"), of which 10,000 shares are issued and outstanding; and
(ii) immediately prior to the Closing Date, the authorized capital stock of URSI will consist of 35,000,000 shares of common stock, $.001 par value ("URSI Stock"), of which the number of issued and outstanding shares will be set forth in the Registration Statement referred to in Section 8.7 (the "Registration Statement"), and 5,000,000 shares of preferred stock, $.001 par value, of which no shares will be issued and outstanding.
Certain Information With. Respect to the Capital Stock of the COMPANY, CTS and NEWCO. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of the COMPANY, CTS and NEWCO as of the date of this Agreement are as follows:
(a) as of the date of this Agreement, the authorized and outstanding capital stock of the COMPANY is as set forth on Schedule 1.4 hereto;
(b) immediately prior to the Closing Date, the authorized capital stock of CTS will consist of 50,000,000 shares; and
(c) as of the date of this Agreement, the authorized capital stock of NEWCO consists of 3,000 shares of NEWCO Stock, of which ten (10) shares are issued and outstanding and beneficially owned by CTS.
Certain Information With. Respect to the Capital Stock of the Company and Purchaser. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of the Company and Purchaser as of the date of this Agreement are as follows:
(i) as of the date of this Agreement, the authorized and outstanding capital stock of the Company is as set forth on Schedule 2.4 hereto; and
(ii) immediately prior to the Closing Date, the authorized capital stock of Purchaser will consist of 40 million shares of DocuNet Common Stock, of which the number of issued and outstanding shares will be set forth in the Registration Statement, and 10 million shares of preferred stock, $.01 par value, of which no shares will be issued and outstanding.
Certain Information With. Respect to the Capital Stock of the COMPANY, ICC and NEWCO. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of the COMPANY, ICC and NEWCO as of the date of this Agreement are as follows:
(a) the authorized and outstanding capital stock of the COMPANY is as set forth on Schedule 1.4 hereto;
(b) the authorized capital stock of ICC consists of 50,000,000 shares of Common Stock, $.01 par value per share, of which 21,520,000 shares are issued and outstanding and 66,227 shares are held in treasury; and
(c) the authorized capital stock of NEWCO consists of 1,000 shares of NEWCO Stock, of which 1 share is issued and outstanding and beneficially owned by ICC.
Certain Information With. Respect to the Capital Stock of the COMPANY, ITP and NEWCO. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of the COMPANY, ITP and NEWCO as of the Closing Date:
(a) the authorized capital stock of the COMPANY is as set forth on Schedule 1.4 hereto;
(b) the authorized capital stock of ITP will consist of ten million shares of ITP Stock and two million shares of preferred stock, par value $.01 per share ("Preferred Stock"); and
(c) the authorized capital stock of NEWCO consists of 1,000 shares of NEWCO Stock, of which 100 shares are issued and outstanding and beneficially owned by ITP.
Certain Information With. Respect to the Capital Stock of the COMPANY, ITP and NEWCO. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of the COMPANY, ITP and NEWCO as of the date of this Agreement are as follows:
(a) as of the date of this Agreement, the authorized capital stock of the COMPANY is as set forth on Schedule 1.4 hereto;
(b) immediately prior to the Closing Date, the authorized capital stock of ITP will consist of ten million shares of ITP Stock and two million shares of preferred stock, par value $.01 per share ("Preferred Stock"); and
(c) as of the date of this Agreement, the authorized capital stock of NEWCO consists of 1,000 shares of NEWCO Stock, of which 100 shares are issued and outstanding and beneficially owned by ITP.
Certain Information With. Respect to the Capital Stock of the COMPANY, PC and NEWCO. . . . . 5 1.5
Certain Information With. Respect to the Capital Stock of the COMPANY, --------------------------------------------------------------------- NEWCO and USFLORAL. The respective designations and numbers of outstanding ------------------ shares and voting rights of each class of outstanding capital stock of COMPANY, NEWCO and USFLORAL as of the date of this Agreement are as follows:
(i) the authorized capital stock of the COMPANY consists of 1,000 shares of common stock, $5.00 par value (the "COMPANY Stock"), of which 600 shares are issued and outstanding;
(ii) the authorized capital stock of NEWCO consists of 1,000 shares of common stock, $1.00 par value (the "NEWCO Stock"), of which 1,000 shares are issued and outstanding; and
(iii) the authorized capital stock of USFLORAL consists of 100,000,000 shares of common stock, $0.01 par value (the "USFLORAL Stock").
Certain Information With. Respect to the Capital Stock of Tirus, BG, WRI and Newco. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of Tirus, BG, WRI and Newco as of the date of this Agreement are as follows:
(a) As of the date of this Agreement, the authorized capital stock of Tirus consists of two hundred (200) shares of Common Stock, no par value per share (the "Tirus Stock"), of which one hundred (100) shares are issued and outstanding;
(b) As of the date of this Agreement, the authorized capital stock of BG consists of two hundred (200) shares of Common Stock, no par value per share (the "BG Stock"), of which two hundred (200) shares are issued and outstanding;
(c) As of September 30, 1996, the authorized capital stock of WRI consists of the outstanding shares of capital stock set forth on Schedule 4.4 to the Old Asset Purchase Agreement; and
(d) As of the date of this Agreement, the authorized capital stock of Newco consists of ten thousand (10,000) shares of Common Stock, $.01 par value per share (the "Newco Stock"), of which one thousand (1,000) shares are issued and outstanding.
