Common use of Organizational Documents; Capital Stock; Capitalization Clause in Contracts

Organizational Documents; Capital Stock; Capitalization. (i) A true and complete copy of the Certificate of Incorporation of Xxxxxxxxxxxx.xxx as in effect on the date hereof has been delivered to Parent. (ii) The authorized capital stock of Xxxxxxxxxxxx.xxx consists of 50,000,000 shares of Xxxxxxxxxxxx.xxx Common Stock. As of the date hereof, 8,754,733 shares of Xxxxxxxxxxxx.xxx Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable. Xxxxxxxxxxxx.xxx has heretofore delivered a true and complete table of all of its stockholders. (iii) Schedule 3.01(b)(iii) attached hereto sets forth the number of shares of Xxxxxxxxxxxx.xxx Common Stock reserved for future issuance upon exercise of Xxxxxxxxxxxx.xxx Options granted and outstanding as of the date hereof and under the Stock Option Plan. Except as disclosed in Schedule 2.02(a), since January 15, 2000, through the date of this Agreement, Xxxxxxxxxxxx.xxx has not made any grants under the Stock Option Plan. Except as set forth on Schedule 2.02(a) and Schedule 2.02(d), there are no outstanding options, warrants, calls, subscriptions, rights, agreements or other commitments of any character (contingent or otherwise) of Xxxxxxxxxxxx.xxx to issue, sell, repurchase, redeem, or otherwise acquire any shares of Xxxxxxxxxxxx.xxx Capital Stock. (iv) There are no debt obligations of Xxxxxxxxxxxx.xxx of any nature whatsoever except as set forth on Schedule 3.01(b)(iv), and as of the Closing Date, Xxxxxxxxxxxx.xxx will not have any debt, liabilities, obligations, or contingent obligations of any nature whatsoever, except as set forth on Schedule 3.01(b)(iv).

Organizational Documents; Capital Stock; Capitalization. (i) A Attached hereto as Exhibits 3.02(b)-1 and 3.02(b)-2, respectively, are true and complete copy copies of the Certificate of Incorporation and By-Laws of Xxxxxxxxxxxx.xxx the Merger-Sub as in effect on the date hereof has been delivered to Parenthereof. Attached hereto as Exhibits 1.05-1 and 1.05-2, respectively, are true and complete copies of the Certificate of Incorporation and By-Laws of the Parent as in effect on the date hereof. (ii) The As of the Closing Date, the authorized capital stock of Xxxxxxxxxxxx.xxx consists the Parent will consist solely of 50,000,000 one hundred million (100,000,000) shares of Xxxxxxxxxxxx.xxx the Parent Common Stock and fifty million (50,000,000) shares of the Parent Preferred Stock. As of the Closing Date, the authorized capital stock of the Merger-Sub will consist solely of one thousand (1,000) shares of the common stock, par value $.01 per share, of the Merger-Sub (the "Merger-Sub Common Stock"). The shares of the Parent Common Stock issuable to the Former Xxxxxxxxxxxx.xxx Stockholders pursuant to Article II hereof, will be, when issued in accordance with this Agreement, duly authorized, validly issued, fully paid, and nonassessable. (iii) As of the date hereof, 8,754,733 (i) approximately 2,438,889 shares of Xxxxxxxxxxxx.xxx Parent Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable. Xxxxxxxxxxxx.xxx has heretofore delivered a true and complete table of all of its stockholders. (iii) Schedule 3.01(b)(iii3.02(b)(iii) attached hereto sets forth the number of shares of Xxxxxxxxxxxx.xxx Parent Common Stock reserved for future issuance upon exercise of Xxxxxxxxxxxx.xxx Options Parent options granted and outstanding as of the date hereof and under the Stock Option Planexisting Parent stock option plan. Except as disclosed in Schedule 2.02(a), since January 15, 2000, through the date of this Agreement, Xxxxxxxxxxxx.xxx has not made any grants No options have been granted under the Stock Option Planexisting Parent stock option plan, and Parent shall undertake to have such option plan terminated on or before the Effective Date. Except as set forth on Schedule 2.02(a) and Schedule 2.02(d3.02(b)(iii), there are no outstanding options, warrants, calls, subscriptions, rights, agreements or other commitments of any character (contingent or otherwise) of Xxxxxxxxxxxx.xxx the Parent or the Merger-Sub to issue, sell, repurchase, redeem, or otherwise acquire any shares of Xxxxxxxxxxxx.xxx Capital the Parent Common Stock or the Merger-Sub Common Stock, respectively. True and complete copies of all such options, warrants, calls, subscriptions, rights, agreements and other commitments as in effect on the date hereof have been delivered to Xxxxxxxxxxxx.xxx. (iv) There are no debt obligations of Xxxxxxxxxxxx.xxx the Parent or the Merger-Sub of any nature whatsoever except as set forth on Schedule 3.01(b)(iv3.02(b)(iv), and as of the Closing Date, Xxxxxxxxxxxx.xxx neither the Parent nor the Merger-Sub will not have any debt, liabilities, obligations, or contingent obligations of any nature whatsoever, except as set forth on Schedule 3.01(b)(iv3.02(b)(iv).

Organizational Documents; Capital Stock; Capitalization. (i) A true True and complete copy copies of the Certificate Certificates of Incorporation and By-laws of Xxxxxxxxxxxx.xxx each of Xxxxxxxxxxx.xxx, Madman and Impact as in effect on the date hereof has been delivered to Parent.are attached hereto as Schedules --------- 3.01(b)(i)-1 and 3.01(b)(i)-2. ------------ ------------- (ii) The authorized capital stock of Xxxxxxxxxxxx.xxx Xxxxxxxxxxx.xxx consists of 50,000,000 3,000 shares of Xxxxxxxxxxxx.xxx Common StockXxxxxxxxxxx.xxx common stock. As of the date hereof, 8,754,733 without considering the Xxxxxxxxxxx.xxx Securities sold in the Private Placement, 265.39 shares of Xxxxxxxxxxxx.xxx Xxxxxxxxxxx.xxx Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable. Xxxxxxxxxxxx.xxx has heretofore delivered The authorized capital stock of Madman consists of 60,000 shares of Madman common stock, of which 1,000 shares are issued and outstanding, all of which are validly issued, fully paid and non-assessable. The authorized capital stock of Impact consists of 60,000 shares of Impact common stock of which 100 shares are issued and outstanding, all of which are validly issued, full paid and non- assessable. Attached hereto as Schedule 3.01(b)(ii) is a true and complete table schedule of all stockholders of its stockholderseach Xxxxxxxxxxx.xxx, Madman and Impact. (iii) Schedule 3.01(b)(iii) attached hereto sets forth the number of --------------------- shares of Xxxxxxxxxxxx.xxx Xxxxxxxxxxx.xxx Common Stock reserved for future issuance upon exercise of Xxxxxxxxxxxx.xxx Options Xxxxxxxxxxx.xxx Warrants granted and outstanding as of the date hereof and under the Stock Option Plan. Except as disclosed in Schedule 2.02(a), since January 15, 2000, through the date of this Agreement, Xxxxxxxxxxxx.xxx has not made any grants under the Stock Option Planhereof. Except as set forth on Schedule 2.02(a) and Schedule 2.02(d2.02(b), ---------------- ---------------- there are no outstanding options, warrants, calls, subscriptions, rights, agreements or other commitments of any character (contingent or otherwise) of Xxxxxxxxxxxx.xxx Xxxxxxxxxxx.xxx, Madman or Impact to issue, sell, repurchase, redeem, or otherwise acquire any shares of Xxxxxxxxxxxx.xxx FM&I Capital Stock. (iv) There are no debt obligations The financial statements of Xxxxxxxxxxxx.xxx each of any nature whatsoever except as set forth on Schedule 3.01(b)(iv)FM&I, fairly reflect the material liabilities of each of Xxxxxxxxxxx.xxx, Madman and as of the Closing Date, Xxxxxxxxxxxx.xxx will not have any debt, liabilities, obligations, or contingent obligations of any nature whatsoever, except as set forth on Schedule 3.01(b)(iv)Impact.