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.
Appears in 5 contracts
Samples: Merger Agreement (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc), Merger Agreement (Vacation Properties International Inc)
CERTAIN INFORMATION WITH RESPECT TO THE. CAPITAL STOCK OF THE COMPANYCOMPANIES, VPI AND NEWCONEWCOS. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of the COMPANYCOMPANIES, VPI and NEWCO the NEWCOS 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 COMPANIES 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 each NEWCO consists of 1000 shares of NEWCO stock, of which ten (10) shares are issued and outstanding.
Appears in 3 contracts
Samples: Agreement and Plan of Organization (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc)
CERTAIN INFORMATION WITH RESPECT TO THE. CAPITAL STOCK OF THE COMPANY, VPI CEI AND NEWCO. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of the COMPANY, VPI CEI 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 Funding and Consummation Date, the authorized capital stock of VPI CEI will consist of 50,000,000 30,000,000 shares of VPI CEI Stock, of which the number of issued and outstanding shares will be as set forth in the Registration Statement, _____ shares of Restricted Voting Stock, of which the number of issued and outstanding shares will be set forth in the Registration Statement, and 10,000,000 500,000 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 1000 3,000 shares of NEWCO stockStock, of which ten (10) shares are issued and outstanding.
Appears in 2 contracts
Samples: Merger Agreement (Collectibles Usa Inc), Merger Agreement (Collectibles Usa Inc)
CERTAIN INFORMATION WITH RESPECT TO THE. CAPITAL STOCK OF THE COMPANY, VPI PC AND NEWCO. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of the COMPANY, VPI PC 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 Funding and Consummation Date, the authorized capital stock of VPI PC will consist of 50,000,000 shares of VPI PC Stock, of which the number of issued and outstanding shares will be as set forth in the Registration Statement, and 10,000,000 500,000 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 1000 3,000 shares of NEWCO stockStock, of which ten (10) shares are issued and outstanding.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Medical Manager Corp)
CERTAIN INFORMATION WITH RESPECT TO THE. CAPITAL STOCK OF THE EACH COMPANY, VPI PC AND EACH NEWCO. The respective designations and numbers of outstanding shares and voting rights of each class of outstanding capital stock of the each COMPANY, VPI PC 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 the each COMPANY is as set forth on Schedule 1.4 hereto;
(ii) immediately prior to the Closing Funding and Consummation Date, the authorized capital stock of VPI PC will consist of 50,000,000 shares of VPI PC Stock, of which the number of issued and outstanding shares will be as set forth in the Registration Statement, and 10,000,000 500,000 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 each NEWCO consists of 1000 3,000 shares of NEWCO stockStock, of which ten (10) shares are issued and outstanding.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Medical Manager Corp)
