Stockholder List and Agreements. Attached as Schedule 3.7 hereto is a true and complete list of the stockholders, option holders and warrant holders of the Company immediately prior to the Closing, showing the number of shares of Common Stock, Preferred Stock, options to purchase shares of Common Stock and warrants exercisable for shares of Common Stock or Preferred Stock held by each. Except as provided in Schedule 3.7 hereto, there are no agreements, written or oral, between the Company and any holder of its capital stock (including holders of derivative securities) or, to the Company’s knowledge, among any holders of its capital stock (including holders of derivative securities), relating to the acquisition (including, without limitation, rights of first refusal, preemptive rights or similar rights), disposition, registration under the Securities Act, including the regulations promulgated thereunder, or voting of the capital stock (including derivative securities) of the Company. To the Company’s knowledge, none of such Persons has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a direct business relationship, or any firm or corporation that competes with the Company, except that employees, officers, or directors of the Company and members of their immediate families may own securities of publicly traded companies (not to exceed 2% of such companies’ capital stock) that may compete with the Company.
Stockholder List and Agreements. Section 3.4 of the Disclosure Schedule sets forth a true and complete list of the stockholders of the Company, showing the number of shares and class or series of capital stock or other securities of the Company held by each stockholder immediately prior to the execution of this Agreement and the consideration paid to the Company therefor. Except as listed in Section 3.4 of the Disclosure Schedule or as contemplated by this Agreement, there are no agreements, written or oral, between the Company and any holder of its capital stock, or, to the best of the Company's knowledge, among any holders of its capital stock, relating to the future acquisition (including without limitation rights of first refusal or pre-emptive rights), disposition, registration under the Securities Act of 1933, as amended (the "Securities Act"), or voting of the capital stock of the Company.
Stockholder List and Agreements. Attached hereto as Exhibit E is a true and complete list of the stockholders of the Company, showing the number of shares of Common Stock or other securities of the Company held by each stockholder immediately prior to the Closing. Except as contemplated by this Agreement or in Exhibit E, there are no agreements, written or oral, between the Company and any holder of its capital stock, or, to the best knowledge of the Company, among any holders of its capital stock, relating to the acquisition, disposition or voting of the capital stock of the Company.
Stockholder List and Agreements. Attached as Exhibit D is a true and complete list of the stockholders of the Company, showing the number of shares of Common Stock or other securities of the Company held by each stockholder as of the date of this Agreement. Except as provided in this Agreement or the Series B Agreements, there are no agreements, written or oral, between the Company and any holder of its capital stock, or, to the best of the Company's knowledge, among any holders of its capital stock, relating to the acquisition (including without limitation rights of first refusal or pre-emptive rights), disposition, registration under the Securities Act of 1933, as amended (the "Securities Act"), or voting of the capital stock of the Company.
Stockholder List and Agreements. The Disclosure Schedule sets forth a true and complete list of the stockholders of the Company, showing the number of shares of Common Stock or other securities of the Company held by each stockholder as of the date of this Agreement and the consideration paid to the Company, if any, therefor. Except (i) as provided in this Agreement or any Related Agreement or (ii) as set forth in the Disclosure Schedule, there are no agreements, written or oral, between the Company and any holder of its capital stock or, to the best of the Company's knowledge, among any holders of its capital stock relating to the acquisition (including without limitation rights of first refusal or preemptive rights), transfer, sale or other disposition, registration under the Securities Act, or voting of the capital stock of the Company. The Disclosure Schedule sets forth a true and complete list of stockholders of the Company (x) as of the date hereof and (y) on a Fully Diluted Basis. As set forth thereon, assuming conversion or exercise in full of all Equity Securities and any other derivative securities of the Company outstanding immediately after the Closing, the Purchasers would own 2,400 shares of Common Stock, representing 66-2/3% of the issued and outstanding shares of Common Stock of the Company on a Fully Diluted Basis, without giving effect to any issuance of Common Stock under any Approved Plan.
Stockholder List and Agreements. Included as part of SCHEDULE 3.4 hereto is a complete and accurate list of the stockholders of Transcend as of the date hereof. Except as set forth on SCHEDULE 3.4 hereto, there are no agreements, written or oral, between Transcend and any holder of its capital stock, or, to the best knowledge of Transcend, between or among any holders of its capital stock, relating to the acquisition, disposition or voting of the capital stock of Transcend.
Stockholder List and Agreements. Set forth in the Disclosure Schedule is a true and complete list of the stockholders of the Company, showing the number of shares of Common Stock or other securities of the Company held by each stockholder as of the date of this Agreement. Except as provided in, or contemplated by, this Agreement, or as set forth on the Disclosure Schedule, there are no agreements, written or oral, between the Company and any holder of its capital stock, or, to the best of the Company's knowledge, among any holders of its capital stock, relating to the acquisition (including without limitation rights of first refusal or pre-emptive rights), disposition, registration under the Securities Act of 1933, as amended (the "Securities Act"), or voting of the capital stock of the Company.
Stockholder List and Agreements. Set forth on Schedule 4.4 ------------------------------- ------------ hereto is a true and complete list of the holders of Capital Stock of the Company, the Capital Stock owned by each such holder and the consideration paid to the Company for such Capital Stock by each such holder as of the First Closing Date. Except as set forth on Schedule 4.4, there are no agreements or ------------ understandings, written or oral, to which the Company is a party with respect to the acquisition, disposition or voting of the Capital Stock of the Company.
Stockholder List and Agreements. Attached as Schedule III is a true and complete list of the stockholders of the Company, showing the number of shares of Common Stock or other securities of the Company held by each stockholder as of the date of this Agreement. Except as set forth in the By-Laws of the Company, as amended to date, the Third Amended and Restated Voting Agreement dated as of February 13, 1998 by and among the Company and the several parties named in the signature pages thereto, as amended (the "Old Voting Agreement"), and the Third Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of February 13, 1998 by and among the Company and the several parties named in the signature pages thereto, as amended (the "Old Co-Sale Agreement"), or as otherwise set forth in Schedule II, there are no agreements, written or oral, between the Company and any holder of its capital stock, or, to the best knowledge of the Company, among any holders of its capital stock, relating to the acquisition, disposition or voting of the capital stock of the Company.
Stockholder List and Agreements. Attached as Schedule 2.26 of the Schedule of Exceptions is a true and complete list of the stockholders of the Company, showing the number of shares of Common Stock, Preferred Stock or other securities of the Company held by each stockholder as of the date of this Agreement and the consideration paid to the Company, if any, for such shares. Except as contemplated by this Agreement, and as set forth in the Company’s Restated Charter or Schedule 2.26 of the Schedule of Exceptions, there are no agreements, written or oral, between the Company and any holder of its capital stock, or, to the best knowledge of the Company, among any holders of its capital stock, relating to the acquisition (including, without limitation, rights of first refusal or preemptive rights), disposition or voting of the capital stock of the Company.
