CERTAIN INFORMATION WITH RESPECT TO THE. CAPITAL STOCK OF THE COMPANY, VPI AND NEWCO. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of the COMPANY, VPI 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 VPI will consist of 50,000,000 shares of VPI Stock, of which the number of issued and outstanding shares will be as set forth in the Registration Statement, and 10,000,000 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 1000 shares of NEWCO stock, of which ten (10) shares are issued and outstanding.
CERTAIN INFORMATION WITH RESPECT TO THE. CAPITAL STOCK OF THE COMPANY, METALS AND NEWCO. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of the COMPANY, METALS 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 5.3 hereto;
(ii) immediately prior to the Closing Date and the Funding and Consummation Date, the authorized capital stock of METALS will consist of 50,000,000 shares of METALS Stock, of which the number of issued and outstanding shares will be set forth in the Registration Statement, and 5,000,000 shares of preferred stock, $.01 par value, of which no shares will be issued and outstanding, and a number of shares of Restricted Voting Common Stock, $.01 par value (the "Restricted Common Stock"), to be determined by METALS in good faith, all of which will be issued and outstanding except as otherwise set forth in the Registration Statement; and
(iii) as of the date of this Agreement, the authorized capital stock of NEWCO consists of 1,000 shares of NEWCO Stock, of which one hundred (100) shares are issued and outstanding.
CERTAIN INFORMATION WITH RESPECT TO THE. CAPITAL STOCK OF COMPANY, MARINEMAX AND NEWCO. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of COMPANY, MARINEMAX 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 COMPANY is as set forth on Schedule 5.3 hereto;
(ii) immediately prior to the Effective Time, the authorized capital stock of MARINEMAX will consist of Thirty Million (30,000,000) shares of MARINEMAX Stock, of which the number of issued and outstanding shares will be set forth on Schedule 6.3 hereof.
(iii) as of the date of this Agreement, the authorized capital stock of NEWCO consists of One Thousand (1,000) shares of NEWCO Stock, of which One (1) share is issued and outstanding.
CERTAIN INFORMATION WITH RESPECT TO THE. CAPITAL STOCK OF THE COMPANY, CSI AND NEWCO. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of the COMPANY, CSI 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 5.3 hereto;
(ii) immediately prior to the Funding and Consummation Date, the authorized capital stock of CSI will consist of 50,000,000 shares of CSI Stock, of which the number of issued and outstanding shares will be set forth in the Registration Statement, and 5,000,000 shares of preferred stock, $.01 par value, of which no shares will be issued and outstanding and 2,969,912 shares of Restricted Voting Common Stock, $.01 par value, all of which will be issued and outstanding except as otherwise set forth in the Registration Statement; and
(iii) as of the date of this Agreement, the authorized capital stock of NEWCO consists of 1,000 shares of NEWCO Stock, of which one hundred (100) shares are issued and outstanding.
CERTAIN INFORMATION WITH RESPECT TO THE. CAPITAL STOCK OF ACTIVE LINK, ALCI AND MC. The respective designations and numbers of outstanding shares of each class of outstanding capital stock of Active Link, ALCI and MC as of the date of this Agreement are as follows:
(i) The authorized capital stock of Active Link consists of (a) 75,000,000 shares of common stock, no par value, of which 10,366,167 shares are issued and outstanding (the "Active Link Common Stock"), and (b) 3,000,000 shares of preferred stock, of which no shares are issued and outstanding;
(ii) The authorized, issued and outstanding capital stock of ALCI consists of 100 shares of common stock (the "ALCI Stock"); and
(iii) The authorized capital stock of MC consists of 9,000 shares of common stock, $.02 par value, of which 1,000 shares are issued and 440 shares are outstanding (the "MC Stock").
CERTAIN INFORMATION WITH RESPECT TO THE. CAPITAL STOCK OF THE COMPANY, HOME AND NEWCO. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of each Company, Home and each 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 each Company is as set forth on Schedule 5.3 hereto;
(ii) immediately prior to the Closing Date and the Funding and Consummation Date, except for changes permitted by Section 7.12 hereof, the authorized capital stock of Home will consist of 50,000,000 shares of Home Stock, of which the number of issued and outstanding shares will be set forth in the Registration Statement, 5,000,000 shares of preferred stock, $.01 par value, of which no shares will be issued and outstanding, and 5,000,000 shares of Restricted Voting Common Stock, $.01 par value (the "Restricted Common Stock"), all of which will be issued and outstanding except as otherwise set forth in the Registration Statement; and
(iii) as of the date of this Agreement, the authorized capital stock of each Newco consists of 1,000 shares of Newco Stock, of which one hundred (100) shares are issued and outstanding.
CERTAIN INFORMATION WITH RESPECT TO THE. CAPITAL STOCK OF COMPANY, MARINEMAX AND NEWCO. The respective designations and numbers of shares and voting rights of each class of outstanding capital stock of COMPANY, MARINEMAX and NEWCO as of the date of this Agreement are as follows:
CERTAIN INFORMATION WITH RESPECT TO THE. Capital Stock of the Company -------------------------------------------------------------------- and Newco. The designation and number of outstanding shares and voting rights of --------- each class of outstanding capital stock of the Company and Newco as of the date of this Agreement are as follows:
(i) the authorized capital stock of the Company consists of 5,000 shares of common stock, no par value (the "Company Stock"), of which 1,000 shares are issued and outstanding and all of which are owned, beneficially and of record, by the Stockholder; and
(ii) the authorized capital stock of Newco consists of 1,000 shares of common stock, $.01 par value (the "Newco Stock"), of which 100 shares are issued and outstanding.
CERTAIN INFORMATION WITH RESPECT TO THE. CAPITAL STOCK OF THE COMPANY, VESTCOM AND NEWCO. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of the COMPANY, VESTCOM and NEWCO 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 is as set forth on Schedule 1.4(i) hereto, which stock is collectively referred to as "COMPANY Stock".
CERTAIN INFORMATION WITH RESPECT TO THE. Capital Stock of the COMPANIES, ----------------------------------------------------------------------- the MERGED COMPANY and NEWCO. The respective designations and numbers of ---------------------------- outstanding shares and voting rights of each class of outstanding capital stock of each COMPANY the MERGED COMPANY and NEWCO as of the date of this Agreement are as follows:
(i) the authorized capital stock of each COMPANY consists of the number of shares of common stock, no par value, as shown on Exhibit A, of which the shares indicated on Exhibit A are issued and outstanding;
(ii) the authorized capital stock of the MERGED COMPANY shall, at the Merger Effective Date, consist of the number of Shares of common stock, no par value, as shown on Exhibit A (the "COMPANY Stock"), of which the shares indicated on Exhibit A shall be issued and outstanding on the Merger Effective Date; and
(iii) the authorized capital stock of NEWCO consists of 1,000 shares of common stock, no par value (the "NEWCO Stock"), of which 1,000 shares are issued and outstanding.
