Securities of the Corporations. The authorized capital stock of Telesource is comprised of 50,000,000 shares of Common Stock, par value $0.01 (One Cent) per share (the "Telesource Stock"), of which 10,000,000 shares are issued and outstanding. The authorized capital stock of SBSG is comprised of 50,000,000 shares of Common Stock, no par value per share (the "SBSG Stock"), of which 1,000,000 shares are issued and outstanding. In addition, SBSG has authorized but unissued 20,000,000 shares of no par value Preferred Stock 102
Securities of the Corporations. The authorized capital stock of Careertek is as set forth in the registration statement, (the "Careertek Stock"), of which o 12,899,813 common shares o 825,000 Class A, B, C, D & E are issued and outstanding. The authorized capital stock of Careertek Acquisition is comprised of 100,000,000 shares of Common Stock, no par value per share (the "Careertek Acquisition Stock"), of which 13,437,309 shares will be issued and outstanding as of the date of closing of the Merger. In addition, Careertek Acquisition has authorized but unissued 20,000,000 shares of Preferred Stock
Securities of the Corporations. The authorized capital stock of Competitive Companies is as set forth in the registration statement, (the "Competitive Companies Stock"), of which o 4,907,061 common shares o 4,000,000 shares of Class A Convertible Preferred Stock o 2,440,436 shares of Class B common stock are issued and outstanding. There are options to acquire an additional 5,295,000 shares of common stock The authorized capital stock of Third Enterprise is comprised of 50,000,000 shares of Common Stock, no par value per share (the "Third Enterprise Stock"), of which 6,032,061 125,000 shares will be issued and outstanding as of the date of closing of the Merger. In addition, Third Enterprise has authorized but unissued 20,000,000 shares of no par value Preferred Stock
Securities of the Corporations. The authorized capital stock of PC Universe is comprised of 100,000,000 shares of Common Stock, (the "PC Universe Stock"), of which 8,550,000 shares are issued and outstanding. The authorized capital stock of First Irving is comprised of 50,000,000 shares of Common Stock, no par value per share (the "First Irving Stock"), of which 450,000 shares will be issued and outstanding as of the date of closing of the Merger. In addition, First Irving has authorized but unissued 20,000,000 shares of no par value Preferred Stock There are option agreements with Xx. Xxxxxxxx and Xx. Xxxx, current management of First Irving, that provide that First Irving, currently and as the surviving corporation, may purchase the shares retained by Xx. Xxxxxxxx and Xx. Xxxx, equally from each, as follows: ------------------------------------ ----------------------------------- --------------------------------- When Number of Shares Price per Share ------------------------------------ ----------------------------------- --------------------------------- ------------------------------------ ----------------------------------- --------------------------------- First calendar month after first 225,000 $1.00 trade on Bulletin Board ------------------------------------ ----------------------------------- --------------------------------- ------------------------------------ ----------------------------------- --------------------------------- Second calendar month after first 150,000 $1.50 trade on Bulletin Board ------------------------------------ ----------------------------------- --------------------------------- ------------------------------------ ----------------------------------- --------------------------------- Third calendar month after first 75,000 $2.00 trade on Bulletin Board ------------------------------------ ----------------------------------- --------------------------------- Any shares not purchased within these time periods will be retained by Xx. Xxxxxxxx and Xx. Xxxx. PC Universe has issued certain options to two investors, Lambo Investments, Ltd. and XX Xxxxx, Ltd. These options will be exchanged for options of First Irving having the same terms on a one-for-one basis when the merger closes. The option agreement with Lambo Investments, Ltd. and XX Xxxxx, Ltd. provide they may purchase shares from PC Universe as follows: ------------------------------------ ----------------------------------- --------------------------------- When Number of Shares Price per Share ...
Securities of the Corporations. The authorized capital stock of Swiftnet is comprised of 100,000 Voting shares of Common Stock and 100,000 Equity shares of Common Stock, par value £1 per share (the "Swiftnet Stock"), of which 10,696 Voting shares and 9,015 Equity shares are issued and outstanding. The authorized capital stock of XFONE is comprised of 50,000,000 shares of Common Stock, no par value per share (the "XFONE Stock"), of which up to 2,000,000 shares are issued and outstanding. In addition, XFONE has authorized but unissued 20,000,000 shares of no par value Preferred Stock
Securities of the Corporations. The authorized capital stock of Competitive Companies is as set forth in the registration statement, (the "Competitive Companies Stock"), of which o 4,912,061 common shares 119
Securities of the Corporations. The authorized capital stock of Orthodontix is comprised of 100,000,000 shares of Common Stock, par value $.0001 per share (the "Orthodontix Stock"), of which 1,300,000 shares are issued and outstanding, excluding the approximately 2,000,000 shares of Orthodontix Stock, assuming an Embassy share value of $8.00 per share, issuable in connection with the Practice Acquisitions (as defined in Section 2.7 of this Agreement). The authorized capital stock of Embassy is comprised of 100,000,000 shares of Common Stock, par value $.0001 per share (the "Embassy Stock"), of which 2,540,000 shares are issued and outstanding. In addition, Embassy has issued and outstanding, warrants to purchase 120,000 shares of Embassy Stock for a period of five years at any time and from time to time commencing April 2, 1996 at a purchase price of $7.80 per share (the "Embassy Warrants").
Securities of the Corporations. The authorized capital stock of Impulse Communications is comprised of 75,000,000 shares of Common Stock, (the "Impulse Communications Stock"), of which 10,008,000 shares are issued and outstanding. The authorized capital stock of ADAR ONE is comprised of 50,000,000 shares of Common Stock, no par value per share (the "ADAR ONE Stock"), of which 400,000 shares will be issued and outstanding as of the date of closing of the Merger. In addition, ADAR ONE has authorized but unissued 20,000,000 shares of no par value Preferred Stock
Securities of the Corporations. The authorized capital stock of Xfone is comprised of 50,000,000 shares of Common Stock, (the "Xfone Stock"), of which 4,800,000 shares are issued and outstanding. As set forth in the registration statement, there are certain options outstanding in Xfone The authorized capital stock of Adar Two is comprised of 50,000,000 shares of Common Stock, no par value per share (the "Adar Two Stock"), of which 200,000 shares will be issued and outstanding as of the date of closing of the Merger. In addition, Adar Two has authorized but unissued 20,000,000 shares of no par value Preferred Stock
Securities of the Corporations. The authorized capital stock of Yi Wan Group is comprised of 50,000,000 shares of Common Stock, (the "Yi Wan Group Stock"), of which 15,762,500 shares are issued and outstanding. The authorized capital stock of Brilliant Sun is comprised of 50,000,000 shares of Common Stock, no par value per share (the "Brilliant Sun Stock"), of which 487,500 shares will be issued and outstanding as of the date of closing of the Merger. In addition, Brilliant Sun and Yi Wan Group have authorized but unissued 20,000,000 shares of no par value Preferred Stock
