Shares; Capitalization. (a) As of the date hereof, the Company has authorized (i) 640,000,000 shares of Common Stock, (ii) 1,800,000 shares of preferred stock and (iii) 900,000 shares of Series A convertible preferred stock, and all of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable, free of all liens, charges and encumbrances and not in violation of or subject to any preemptive or similar rights. Except as otherwise disclosed in the Company SEC Documents or the Draft Filings, all of the issued and outstanding capital stock or other ownership interests of each Subsidiary of the Company (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) are owned by the Company directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the Company SEC Documents or the Draft Filings and except for such security interests, mortgages, pledges, liens, encumbrances, claims or equities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) As of the date hereof, (i) the Company has 60,008,481 shares of Common Stock issued and outstanding, (ii) the Company has 445,063 shares of Series A convertible preferred stock issued and outstanding and (iii) the Company has options, warrants or other rights to acquire an aggregate of 1,151,075 shares of Common Stock issued and outstanding. Except as set forth in this Section 3.2(b), there are no outstanding: (i) options, warrants or other rights to subscribe for, purchase or acquire from the Company any Common Stock or other equity interests in the Company (“Equity Interests”); (ii) securities of the Company convertible into or exchangeable or exercisable for Equity Interests, voting debt or other voting securities of the Company; and (iii) options, warrants, calls, rights (including preemptive rights), commitments or agreements to which the Company is a party or by which it is bound in any case obligating the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any voting debt or other voting securities of the Company, or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement.
Shares; Capitalization. The authorized capital stock of DSI consists solely of 5,000,000 shares of Common Stock, of which 1,108,900 shares are issued and outstanding and an additional 4,500 shares are expected to be issued and outstanding on the Closing Date (the "DSI Shares") and 2,000,000 shares of preferred stock, none of which is issued or outstanding. Except as set forth in Schedule 2.3, there are no Securities Rights with respect to any DSI Shares nor are there any securities convertible into or exchangeable for any DSI Common Stock or any other Security Rights with respect to any unissued DSI Common Stock. "Securities Right" means any option, warrant, other right, proxy, put, call, demand, plan, commitment, agreement, understanding or arrangement of any kind relating to any DSI Shares. "Security Right" means any right relating to issuance, sale, assignment, transfer, purchase, redemption, conversion, exchange, registration or voting rights with respect to any capital stock of the issuer, whether issued or unissued, or any other security convertible into or exchangeable for capital stock of the issuer conferred by statute, by the issuer's articles of incorporation or by-laws or by agreement, including any subscription right, option preemptive purchase right or registration right. All rights and powers to vote the DSI Shares held by the Principal Shareholders are held exclusively by the respective Principal Shareholders owning such DSI Shares. Except as set forth in Schedule 2.3, all of the DSI Shares are validly issued, fully paid and nonassessable, were not issued in violation of the terms of any agreement or other understanding, and were issued in compliance with all applicable federal and state securities or "blue-sky" laws and regulations.
Shares; Capitalization. (a) The authorized capital stock of the Companies (the "Shares") consists solely of the following: AUTHORIZED SHARES SHARES SHARES SHARES OF ISSUED AND OWNED BY OWNED BY COMPANY COMMON STOCK OUTSTANDING XXXXXX XXXXXX XXXXXXX XXXXXX PAR VALUE ------- ------------ ----------- ------------- -------------- --------- Central 200 100 50 50 No Par Jersey 1,000 1,000 400 600 $1.00
(b) None of the Shares are held in treasury. All of the Shares are owned by Sellers and will be conveyed to Buyer free and clear of any and all liens, claims or encumbrances. All of the Shares are validly issued, fully paid and nonassessable. There are no options, warrants or other rights, agreements, arrangements or commitments of any character to which either of the Companies is a party or obligating either of the Companies to issue or sell any shares of capital stock of, or other equity interests in, either of the Companies. There are no outstanding contractual obligations of either of the Companies to repurchase, redeem or otherwise acquire any of the capital stock of either of the Companies or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. Neither of the Companies is a party to any agreement granting registration rights to any Person with respect to any equity or debt securities of either of the Companies.
Shares; Capitalization. The authorized capital stock of ADLT consists of (i) 80,000,000 shares of ADLT Common Stock, of which 16,471,036 were issued and outstanding as of November 10, 1997, and (ii) 1,000,000 shares of Preferred Stock, $.001 par value, none of which is issued and outstanding. On the Effective Date under the Merger Agreement, the ADLT Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, ADLT's Articles of Incorporation or Regulations or any agreement to which ADLT is a party or is bound. The authorized capital stock of Acquisition consists of 850 shares of common stock, of which 100 shares are issued and outstanding.
Shares; Capitalization. (a) The authorized capital stock of the Company consists solely of 1,000 shares of common stock, no par value per share. The outstanding capital stock of the Company consists solely of 100 shares of common stock (the “Shares”) all of which are owned of record and beneficially by Xx. Xxxxxxxx and Xxx. Xxxxxxxx as joint owners with rights of survivorship.
(b) Sellers hold the exclusive right and power to vote the Shares. The Shares are owned by Sellers free and clear of any and all Encumbrances. Upon delivery of the Shares under this Agreement, Buyer will acquire good, valid and legal title to the Shares, free and clear of any Encumbrances. There are no outstanding subscriptions, options, warrants, preemptive rights, exchange rights, appreciation rights, phantom stock or other rights to acquire from Sellers or the Company any of the Shares or any other shares of capital stock or other securities of the Company. The Shares are validly issued, fully paid and nonassessable. The Shares were issued in compliance with all applicable federal and state securities laws and regulations. No capital stock of the Company has been issued in violation of any Applicable Law or of preemptive or similar rights.
Shares; Capitalization. The authorized capital stock of RLI consists solely of 56,000 shares of Common Stock, $1.00 par value per share, of which 10,500 shares are issued and outstanding. Except as set forth on Schedule 2.3, there are no Securities Rights with respect to any RLI Shares nor are there any securities convertible into or exchangeable for any RLI Common Stock or any other Security Rights with respect to any unissued RLI Common Stock. "Securities Right" means any option, warrant, other right, proxy, put, call, demand, plan,
Shares; Capitalization. The authorized capital stock of ADLT consists of (i) 80,000,000 shares of ADLT Common Stock, of which there are issued and outstanding 16,446,943 shares plus (A) shares issued upon exercise of options under ADLT's 1995 Incentive Compensation Plan and ADLT's 1997 Employee Stock Purchase Plan since September 22, 1997 and (B) shares issued upon the prior written consent of RLI pursuant to Section 6.1 hereof, and (ii) 1,000,000 shares of Preferred Stock, $.001 par value, none of which is issued and outstanding. On the Closing Date, the ADLT Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, ADLT's Articles of Incorporation or Regulations or any agreement to which ADLT is a party or is bound.
Shares; Capitalization. The authorized capital stock of the Company consists solely of 2,500 shares of common stock, $100 par value per share, of which 450 shares are issued and outstanding. No shares of capital stock are held in the Company's treasury. All of the Shares are owned of record, legally and beneficially by Sellers in amounts set forth on Schedule 4.5 hereof. The Shares are free and clear of any and all Encumbrances, and upon delivery of the Shares hereunder, Buyer will acquire title thereto, free and clear of any and all Encumbrances. Other than voting rights, redemption rights and such other rights conferred by the Company's charter documents and by applicable Georgia statutes, there exist no Securities Rights with respect to the Shares. All rights and powers to vote the Shares are held exclusively by Sellers. All of the Shares are validly issued, fully paid and nonassessable, were not issued in violation of the terms of any agreement or other understanding, and were issued in compliance with all applicable federal and state securities or "blue sky" laws and regulations. The certificates representing the Shares to be delivered to Buyer at the Closing are, and the signatures and endorsements thereof or stock powers relating thereto will be valid and genuine.
Shares; Capitalization. The authorized capital stock of National consists solely of the number of shares of common stock at the par value per share of such common stock identified on Schedule 3.03 (the "National Shares"). Schedule 3.03 identifies the number of National Shares issued and outstanding and the number of National shares held in the treasury of National. Schedule 3.03 also sets forth truthful and accurate information concerning the issued and outstanding shares of capital stock of National (the "National Stock". All of the National Stock is owned of record, legally and beneficially by Stockholders, except for the National Stock identified on Schedule 3.03 as treasury stock. Except as may be disclosed on Exhibit 3.03, the National Stock is free and clear of any and all Encumbrances, including without limitation any
Shares; Capitalization. The authorized capital stock of MCVH consists solely of 100,000,000 shares of common stock, $0.0001 par value per share, of which 5,000,000 shares are issued and outstanding and none are held in its treasury. All of the Shares are owned of record, legally and beneficially by the Shareholder. The Shares are free and clear of any and all security interests, encumbrances, and rights of any kind or nature whatsoever (collectively, "Encumbrances"), and upon delivery of the Shares hereunder, Buyer will acquire title thereto, free and clear of any and all Encumbrances.
