COMMON AND PREFERRED STOCK. The Company had five million shares of preferred stock authorized but unissued at June 30, 2001, and December 31, 2000.
COMMON AND PREFERRED STOCK o The holders of the old common and preferred stock of Talon ("Old Equity") will receive three series of warrants representing a total of 20.0% of the fully diluted equity of Holdings with exercise prices pursuant to the schedule below.
COMMON AND PREFERRED STOCK. The Company had five million shares of preferred stock authorized but unissued at September 30, 2000, and December 31, 1999. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. HISTORICAL OVERVIEW AND OUTLOOK IDEX sells a broad range of proprietary pump products, dispensing equipment and other engineered products to a diverse customer base in the United States and internationally. Accordingly, IDEX's businesses are affected by levels of industrial activity and economic conditions in the U.S. and in other countries where its products are sold and by the relationship of the U.S. dollar to other currencies. Among the factors that influence the demand for IDEX's products are interest rates, levels of capacity utilization and capital spending in certain industries, and overall industrial activity. IDEX has a history of above-average operating margins. The Company's operating margins are impacted by, among other things, utilization of facilities as sales volumes change and inclusion of newly acquired businesses, which may have lower margins and whose margins are normally further reduced by purchase accounting adjustments. IDEX reported record sales, net income and earnings per share for the third quarter ended September 30, 2000. New orders for the third quarter totaled $164.0 million, unchanged from the third quarter of last year and 9% lower than this year's second quarter. Order activity is strongest for IDEX in its first six months, as OEM customers often will order their requirements for the new year during this period. As expected, the order backlog was reduced $12.2 million during the third quarter. IDEX ended the quarter with a typical unfilled order backlog of slightly over one month's sales. This customarily low level of backlog allows the Company to provide excellent customer service, but also means that changes in orders are felt quickly in operating results. The following forward-looking statements are qualified by the cautionary statement under the Private Securities Litigation Reform Act set forth below. Management is very optimistic about the short- and long-term prospects of the Company. IDEX anticipates its strong results will continue, with fourth quarter performance at third quarter levels. This would lead to record orders, sales and earnings per share in 2000. Management believes that IDEX will benefit from its continued emphasis on profitable growth initiatives, margin improvements at recently acq...
COMMON AND PREFERRED STOCK. Each share of Subsidiary’s common stock, $0.001 par value and each share of the Subsidiary’s designated preferred stock, par value $0.001 per share (together the “Subsidiary Stock”), issued and outstanding immediately before the Effective Date shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted, on a one for one basis, into and become validly issued, fully paid and nonassessable shares of the Surviving Corporation’s common stock, $0.001 par value, or validly issued, fully paid and nonassessable shares of the Surviving Corporation’s designated preferred stock, par value $0.001 per share, as applicable (together the “Surviving Corporation Stock” .
COMMON AND PREFERRED STOCK. Common Stock The Company has an authorized capitalization of 470,000,000 shares of common stock with a par value of $.001. At June 30, 2008 and December 31, 2007 there were 171,954,685 and 197,454,685 common shares issued and outstanding, respectively. As of February 15, 2008, an amended Rule 144, as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, became effective. This new rule creates an exemption from registration for all shares held by affiliates of non-reporting companies after a one year holding period as opposed to the two year holding period required by Rule 144 prior to the effective date of the amended Rule 144. (See Rule 144 (b)(1)(ii) and (d)(1)(ii)). In light of the sweeping changes in Rule 144, it is management's opinion that all of the issued and outstanding common shares of the Company are eligible for resale under the terms of Rule 144, with the exception of 10,000,000 Common shares, 1,000,000 shares of Class F Preferred Stock, 100,000 Shares of Class Z Preferred Stock (although any shares issued in conversion of Class Z Stock may be eligible for removal of restrictions, subject to opinion of counsel, because the shares were issued in exchange for preexisting debt securities of the company, that have been held more than one year) issued during 2008, to affiliates, in connection with the acquisitions of Mediatechnics Systems, Inc. and Media Master Corporation no other shares of Common Stock are currently held by any affiliate. During the second quarter ended June 30, 2008 the Company issued 25,500,000 restricted common shares to seven individuals for $255,000 of cash. Preferred Stock The Company has an authorized capitalization of 20,000,000 shares of preferred stock with a par value of $.001. At June 30, 2008 there were 1,000,000 Preferred Shares Class D authorized and issued. Each share of Class D Preferred Stock carries 200 votes. It has the right to convert to common stock at a ratio of 20 shares of common per every share of Class D Convertible Preferred Stock irrespective of the trading price of the common stock. The entire class of Preferred Shares are owned by Xxx Xxxx, a director, giving him 32.9% of the votes of the voting shares of the Company. At June 30, 2008 there were 100,000 Preferred Shares Class E authorized and issued. Class E Preferred Stock has no voting rights. It has the right to convert to common stock at a ratio of 100 shares of common per every share of Class E Convertible Pre...
COMMON AND PREFERRED STOCK. At the Effective Time, by virtue of the Merger, (i) each share of common stock, par value $0.001 per share of the Corporation ("Corporation Common Stock") which shall be issued and outstanding immediately prior to the Effective Time shall be converted into one (1) issued and outstanding shares of common stock, par value $0.001 per share of the Surviving Corporation ("Surviving Corporation Common Stock"), (ii) each share of Series A Convertible Preferred Stock, par value $0.001 per share of the Corporation ("Corporation Series A Convertible Preferred Stock") which shall be issued and outstanding immediately prior to the Effective Time shall be converted into one (1) issued and outstanding shares of Series A Convertible Preferred Stock, par value $0.001 per share of the Surviving Corporation ("Surviving Corporation Series A Preferred Stock") and (iii) each share of Series B Convertible Preferred Stock, par value $0.001 per share of the Corporation ("Corporation Series B Convertible Preferred Stock" and with the Corporation Series A Convertible Preferred Stock and the Corporation Common Stock, the "Parent Shares") which shall be issued and outstanding immediately prior to the Effective Time shall be converted into one (1) issued and outstanding shares of Series B Convertible Preferred Stock, par value $0.001 per shares of the Surviving Corporation ("Surviving Corporation Series B Preferred Stock").
COMMON AND PREFERRED STOCK. The authorized common stock of the Subsidiary consists of 1000 shares of CHI Common Stock, of which 1000 shares of CHI Common Stock are validly issued fully paid and non-assessable. 1000 issued and outstanding shares are held of record by the Company and no shares are held in treasury. The Subsidiary will not issue any additional shares of CHI Common Stock or any Shares of preferred stock between the date hereof through the Closing Date. No shares of the common stock or of the preferred stock of the Subsidiary have been issued in violation of the preemptive rights of any past or present shareholder. As of Closing, there shall be no outstanding subscriptions, shares of common stock, shares of preferred stock, calls, warrants, options, contracts, commitments, or demands relating to the common or preferred stock of the Subsidiary or other agreements of any character under which the Subsidiary would be obligated to issue or purchase shares of its common or preferred stock. As of Closing, there shall be no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Subsidiary. As of Closing, there is no voting agreement, voting trust, proxy, or other agreement or understanding with respect to the voting of the common or preferred stock or the equity interests of the Subsidiary. The Subsidiary has no commitments to issue or sell any securities or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Subsidiary, any shares of its common or preferred stock and no securities or obligations evidencing any such rights are outstanding.
COMMON AND PREFERRED STOCK. All of the common stock and Preferred Stock of the Purchaser have been duly authorized, validly issued, fully paid and are non-assessable. Upon issuance, the Management Common Stock and Preferred Stock Purchase Securities shall be duly authorized, validly issued, fully paid and non-assessable.
COMMON AND PREFERRED STOCK o The holders of the old common and preferred stock of Talon ("Old Equity") will receive three series of warrants representing a total of 20.0% of the fully diluted equity of Holdings with exercise prices pursuant to the schedule below. o Warrants: The Old Equity will receive 3 series of warrants. The Series A and Series B warrants will each represent 2.5% of the stock of Holdings. The Series C warrants will represent 15.0% of the stock of Holdings. The exercise price of each series of warrants has been set in the chart below at a level representing a recovery of the face value of the 9.625% Notes for the Noteholders, assuming 10,000,000 shares initially issued (300,000 to the Old Equity; and 9,700,000 to the Noteholders and any other unsecured creditors receiving shares on their claims), and taking into account dilution created by any preceding series of Series A and B warrants:
COMMON AND PREFERRED STOCK. Each share of Constituent Company’s common stock, $0.0000001 par value per share (the “Constituent Common Stock”), and Series A Preferred Stock, $0.0000001 par value per share (the “Constituent Preferred Stock”), issued and outstanding immediately before the Effective Date shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of the Surviving Corporation’s common stock, $0.0000001 par value per share (“Surviving Common Stock”), or one validly issued, fully paid and nonassessable share of the Surviving Corporation’s Series A Preferred Stock, $0.0000001 par value per share (“Surviving Preferred Stock”), as applicable, provided, that each share of Constituent Common Stock and Constituted Preferred Stock held in Constituent Company’s treasury shall be canceled without any consideration being issued or paid therefor.
