Outstanding and Authorized Capitalization. All authorized and outstanding shares of Oasis Common Stock are accurately described on Schedule 5.05. All outstanding shares of Oasis Common Stock are listed and held of record as indicated on Schedule 5.05 and all shares of outstanding Oasis Common Stock have been duly and validly issued, and are fully paid and nonassessable. No shares of Oasis Common Stock were issued in violation of preemptive rights of any past or present holder of any Oasis Common Stock. Except as set forth on Schedule 5.05, there are no outstanding warrants, options, rights, calls or other commitments of any nature relating to Oasis Common Stock and there are no outstanding securities of Oasis Convertible into or exchangeable for any Oasis Common Stock. Except as set forth on Schedule 5.05, Oasis is not obligated to issue or repurchase any Oasis Common Stock for any reason and no person or entity has any right or privilege (whether preemptive or contractual) for the purchase, subscription or issuance of any unissued Oasis Common Stock.
Outstanding and Authorized Capitalization. The authorized capital stock of Rainwire consists of 20,000,000 shares of Rainwire Common Stock and 2,500,000 shares of Rainwire Preferred Stock. As of the date of this Agreement, Rainwire has 9,909,886 shares of Rainwire Common Stock issued and outstanding, 24,960 shares of Series C Preferred Stock issued and outstanding, and 500,000 Shares of Series D Convertible Preferred Stock issued and outstanding. All issued and outstanding shares of Rainwire Common and Preferred Stock have been duly and validly issued, and are fully paid and non-assessable. Except as set forth in Schedule 6.05, there are no outstanding warrants, options, rights, calls or other commitments of any nature relating to shares of capital stock of Rainwire, no outstanding securities convertible into or exchangeable for shares of capital stock of Rainwire, and, Rainwire is not obligated to issue or repurchase any of its shares of capital stock for any reason and no person or entity has any right or privilege (whether preemptive or contractual) for the purchase, subscription or issuance of any unissued shares of capital stock of Rainwire. Except as set forth in Schedule 6.05 or the Certificate of Incorporation, as amended, Rainwire has no obligation or right (contingent or other) to purchase, redeem, or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth in Schedule 6.05, there are no voting trusts or agreements nor any preemptive rights relating to any outstanding securities of Rainwire (whether or not Rainwire is a party thereto). No shares of Rainwire Common Stock are held in Rainwire's treasury. All outstanding securities of Rainwire were issued in compliance with all applicable federal A-14 and state securities laws. All Rainwire Common Stock to be issued in connection with the Share Exchange will be duly and validly issued, fully paid and nonassessable.
Outstanding and Authorized Capitalization. The authorized capital stock of Merger Corp consists of 1,000 shares of common stock, of which 100 shares are issued and outstanding. As of November 9, 1998, 40,543,204 shares of RCG Common Stock and no shares of Preferred Stock were issued and outstanding. All issued and outstanding shares of RCG Common Stock have been duly and validly issued, are fully paid and non-assessable. As of September 30, 1998, except for (i) options to purchase 2,021,000 shares of common stock, and (ii) warrants to purchase 436,000 shares of common stock, there were no outstanding warrants, options, rights, calls or other commitments of any nature relating to shares of capital stock of RCG, no outstanding securities convertible into or exchangeable for shares of capital stock of RCG, and, RCG is not obligated to issue or repurchase any of its shares of capital stock for any reason and no Person has any right or privilege (whether preemptive or contractual) for the purchase, subscription or issuance of any unissued shares of capital stock of RCG. No shares of Common Stock are held in RCG's treasury. All RCG Common Stock to be issued in connection with the Merger will be duly and validly issued, fully paid and nonassessable, and, based, in part, on the representations of the Sellers and the Owners herein and in documents delivered pursuant hereto, will be issued pursuant to a valid exemption from registration under the 1933 Act and all applicable state securities laws.
Outstanding and Authorized Capitalization. All authorized and outstanding Company Equity Securities are accurately described on Schedule 5.5. No shares of capital stock of the Company are held in the treasury of the Company except as set forth on Schedule 5.5. All outstanding Company Equity Securities are held of record as indicated on Schedule 5.5 and have been duly and validly issued, are fully paid and nonassessable. None of such Company Equity Securities were issued in violation of preemptive rights of any past or present holder of any Company Equity Security. Except as set forth on Schedule 5.5, there are no outstanding warrants, options, rights, calls or other commitments of any nature relating to Company Equity Securities. Except as set forth on Schedule 5.5, the Company is not obligated to issue or repurchase any Company Equity Securities for any reason, and no Person has any right or privilege (whether preemptive or contractual) for the purchase, subscription or issuance of any unissued Company Equity Securities. There are no outstanding rights to demand registration of securities of the Company or to sell securities of the Company in connection with a registration by the Company under the 1933 Act. Except as set forth in Schedule 5.5, to the knowledge of the Company, there has been no transaction or action taken with respect to any Company Equity Securities in contemplation of the Merger that would prevent RCG from accounting for the Merger on a "pooling of interests" basis under generally accepted accounting principles as in effect on the date of this Agreement.
Outstanding and Authorized Capitalization. 13 3.5 SEC Filings; Financial Statements............................. 13 3.6 Statements True and Correct................................... 14
Outstanding and Authorized Capitalization. All authorized and ----------------------------------------- outstanding Company Equity Securities are accurately described on Schedule 2.5. ------------ If the Company is a corporation, no shares of capital stock are held in the treasury of the Company except as set forth on Schedule 2.5. All outstanding ------------ Company Equity Securities are listed and held of record as indicated on Schedule -------- 1.1 and have been duly and validly issued, are fully paid and nonassessable. --- None of such Company Equity Securities were issued in violation of preemptive rights of any past or present holder of any Company Equity Security. Except as set forth on Schedule 1.1, there are no outstanding warrants, options, rights, ------------ calls or other commitments of any nature relating to Company Equity Securities and there are no outstanding securities of the Company convertible into or exchangeable for any Company Equity Securities, in either case which have been granted or created by the Company. Except as set forth on Schedule 2.5, the ------------ Company is not obligated to issue or repurchase any Company Equity Securities for any reason and no person or entity has any right or privilege (whether preemptive or contractual) for the purchase, subscription or issuance of any unissued Equity Securities of the Company. There are no outstanding rights to demand registration of securities of the Company or to sell securities of the Company in connection with a registration by the Company under the Securities Act.
Outstanding and Authorized Capitalization. The authorized capital ----------------------------------------- stock of Premiere consists of (a) one hundred and fifty million (150,000,000) shares of common stock, par value $.01 per share, of which _________ shares were issued and outstanding as of ___________ __, 1997, and (b) five million (5,000,000) shares of preferred stock, par value $.01 per share, none of which are issued and outstanding as of the date of this Agreement.
Outstanding and Authorized Capitalization. All authorized and outstanding shares of JRO Common Stock are accurately described on Schedule 5.05. All outstanding shares of JRO Common Stock are listed and held of record as indicated on Schedule 5.05 and all shares of outstanding JRO Common Stock have been duly and validly issued, and are fully paid and nonassessable. No shares of JRO Common Stock were issued in violation of preemptive rights of any past or present holder of any JRO Common Stock. Except as set forth on Schedule 5.05, there are no outstanding warrants, options, rights, calls or other commitments of any nature relating to JRO Common Stock and there are no outstanding securities of JRO Convertible into or exchangeable for any JRO Common Stock. Except as set forth on Schedule 5.05, JRO is not obligated to issue or repurchase any JRO Common Stock for any reason and no person or entity has any right or privilege (whether preemptive or contractual) for the purchase, subscription or issuance of any unissued JRO Common Stock.
Outstanding and Authorized Capitalization. The authorized capital stock of Armitec consists of 50,000,000 shares of Armitec Common Stock. As of the date of this Agreement, Armitec had 3,051,857 shares of Armitec Common Stock and no shares of preferred stock issued and outstanding. All issued and outstanding shares of Armitec Common Stock have been duly and validly issued, and are fully paid and non-assessable. There are no outstanding warrants, options, rights, calls or other commitments of any nature relating to shares of capital stock of Armitec, no outstanding securities convertible into or exchangeable for shares of capital stock of Armitec, and, Armitec is not obligated to issue or repurchase any of its shares of capital stock for any reason and no person or entity has any right or privilege (whether preemptive or contractual) for the purchase, subscription or issuance of any unissued shares of capital stock of Armitec. No shares of Armitec Common Stock are held in Armitec's treasury. All Armitec Common Stock to be issued in connection with the Share Exchange will be duly and validly issued, fully paid and nonassessable.
Outstanding and Authorized Capitalization. All authorized and outstanding equity securities of the Dialysis Companies are accurately described on Schedule 2.6. No shares of capital stock are held in the treasury of any of the Dialysis Companies except as set forth on Schedule 2.6. All outstanding equity securities of the Dialysis Companies are listed and held of record as indicated on Schedule 2.6 and have been duly and validly issued, are fully paid and nonassessable. None of the equity securities of the Dialysis Companies were issued in violation of preemptive rights of any past or present holder of any equity securities of the Dialysis Companies. Except as set forth on Schedule 2.6, there are no
