Common use of Title to Shares Capitalization Etc Clause in Contracts

Title to Shares Capitalization Etc. (a) Upon delivery of the Class B Shares as provided for in Section 1.3 and Section 1.4, (i) such Class B Shares will be duly authorized and validly issued, (ii) the Buyer (or its Affiliate, as the case may be) will acquire good and valid title to all such Class B Shares, free and clear of any Lien other than any Lien created by the Buyer (or such Affiliate), and (iii) such Class B Shares shall be fully paid and nonassessable. (b) The authorized capital of the Company consists of (i) 100,000,000 Class A Shares, of which 18,070,789 are issued and outstanding, and (ii) 15,000,000 Class B Shares, 6,062,329 of which are issued and outstanding prior to the issuance contemplated by Section 1.3 hereof and 7,577,329 of which will be issued and outstanding upon the consummation of such issuance. All of the issued and outstanding Class A Shares and Class B Shares have been duly authorized and validly issued, are fully paid and nonassessable. (c) There are no preemptive or similar rights on the part of any holders of any class of securities of the Company. Except for (i) this Agreement, (ii) the options and warrants previously granted to the Buyer, (iii) the options to purchase Class A Shares granted under the 1994 Amended and Restated Stock Option Plan, (iv) the options to purchase Class A Shares granted under the 1995 Amended and Restated Stock Option Plan, (v) the options to purchase 32,500 Class A Shares granted to Xxxxxxx X. Xxxxxxxxx, and (vi) the warrants to purchase 100,000 Class A Shares granted to each of MAWA Holding N.V., Lavender Foundation and Staffordshire Corporation N.V., there are no subscription, option, warrant, conversion or other rights, agreements, commitments, arrangements or understandings of any kind obligating the Company or any Subsidiary or any other Person, contingently or otherwise, to issue or sell, or cause to be issued or sold, any Class A Shares or any securities convertible into or exchangeable for any Class A Shares, and no authorization therefor has been given. There are no outstanding contractual or other rights or obligations to or of the Company or any Subsidiary or any other Person to repurchase, redeem or otherwise acquire any outstanding shares or other equity interests of the Company or any Subsidiary.

Title to Shares Capitalization Etc. (a) Upon delivery The aggregate number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Class B Shares as provided Parent (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Parent) is set forth in Section 1.3 and Section 1.4Schedule 4.04. All outstanding shares of capital stock of the Parent are duly authorized, (i) such Class B Shares will be duly authorized and validly issued, (ii) the Buyer (or its Affiliate, as the case may be) will acquire good and valid title to all such Class B Shares, free and clear of any Lien other than any Lien created by the Buyer (or such Affiliate), and (iii) such Class B Shares shall be fully paid and nonassessable. (b) The authorized capital nonassessable and have been issued in compliance with all applicable securities laws. No securities of the Company consists of (i) 100,000,000 Class A Shares, of which 18,070,789 Parent are issued and outstanding, and (ii) 15,000,000 Class B Shares, 6,062,329 of which are issued and outstanding prior entitled to the issuance contemplated by Section 1.3 hereof and 7,577,329 of which will be issued and outstanding upon the consummation of such issuance. All of the issued and outstanding Class A Shares and Class B Shares have been duly authorized and validly issued, are fully paid and nonassessable. (c) There are no preemptive or similar rights on rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the part of any holders of any class of securities of transactions contemplated by the CompanyTransaction Documents. Except for (i) this Agreement, (ii) the options and warrants previously granted to the Buyer, (iii) the options to purchase Class A Shares granted under the 1994 Amended and Restated Stock Option Plan, (iv) the options to purchase Class A Shares granted under the 1995 Amended and Restated Stock Option Plan, (v) the options to purchase 32,500 Class A Shares granted to Xxxxxxx X. Xxxxxxxxx, and (vi) the warrants to purchase 100,000 Class A Shares granted to each of MAWA Holding N.V., Lavender Foundation and Staffordshire Corporation N.V.as disclosed in Schedule 4.04, there are no subscriptionoutstanding options, optionwarrants, warrantscript rights to subscribe to, conversion calls or other rights, agreements, commitments, arrangements or understandings commitments of any kind obligating the Company or any Subsidiary or any other Person, contingently or otherwise, to issue or sellcharacter whatsoever relating to, or cause to be issued securities, rights or sold, any Class A Shares or any securities obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any Class A Sharesshares of Capital Stock of the Parent, and no authorization therefor has been givenor contracts, commitments, understandings or arrangements by which the Parent or any of its Subsidiaries is or may become bound to issue additional shares of Capital Stock of the Parent, or securities or rights convertible or exchangeable into shares of Capital Stock of the Parent. There are no outstanding contractual or other rights or obligations to or of the Company or any Subsidiary or any other Person Parent to repurchase, redeem or otherwise acquire any of its outstanding shares or other equity interests or restricting the ability to vote or transfer such shares or other equity interests. Except as set forth in Schedule 4.04 and except for customary adjustments as a result of stock dividends, stock splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar events, there are no anti-dilution or price adjustment provisions contained in any security issued by the Parent (or in any agreement providing rights to security holders), and the issuance of the Company Shares will not obligate the Parent to issue shares of Parent Common Stock or other securities to any SubsidiaryPerson and will not result in a right of any holder of the Parent’s securities to adjust the exercise, conversion, exchange or reset price under such securities. To the knowledge of the Parent, except as specifically disclosed in its SEC Reports, no Person or group of related Persons beneficially owns (as determined pursuant to Rule 13d-3 under the 1934 Act), or has the right to acquire, by agreement with or by obligation binding upon the Parent, beneficial ownership of in excess of 5% of the outstanding Parent Common Stock, ignoring for such purposes any limitation on the number of shares of Parent Common Stock that may be owned at any single time. (b) The Parent owns, beneficially and of record, all of the issued and outstanding shares of Merger Sub Common Stock, free and clear of any Liens. The issued and outstanding shares of the Merger Sub and each of the Parent’s Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable.

Title to Shares Capitalization Etc. (a) Upon delivery The aggregate number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Class B Shares as provided Parent (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Parent) is set forth in Section 1.3 and Section 1.4Schedule 4.04. All outstanding shares of capital stock of the Parent are duly authorized, (i) such Class B Shares will be duly authorized and validly issued, (ii) the Buyer (or its Affiliate, as the case may be) will acquire good and valid title to all such Class B Shares, free and clear of any Lien other than any Lien created by the Buyer (or such Affiliate), and (iii) such Class B Shares shall be fully paid and nonassessable. (b) The authorized capital nonassessable and have been issued in compliance with all applicable securities laws. No securities of the Company consists of (i) 100,000,000 Class A Shares, of which 18,070,789 Parent are issued and outstanding, and (ii) 15,000,000 Class B Shares, 6,062,329 of which are issued and outstanding prior entitled to the issuance contemplated by Section 1.3 hereof and 7,577,329 of which will be issued and outstanding upon the consummation of such issuance. All of the issued and outstanding Class A Shares and Class B Shares have been duly authorized and validly issued, are fully paid and nonassessable. (c) There are no preemptive or similar rights on rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the part of any holders of any class of securities of transactions contemplated by the CompanyTransaction Documents. Except for (i) this Agreement, (ii) the options and warrants previously granted to the Buyer, (iii) the options to purchase Class A Shares granted under the 1994 Amended and Restated Stock Option Plan, (iv) the options to purchase Class A Shares granted under the 1995 Amended and Restated Stock Option Plan, (v) the options to purchase 32,500 Class A Shares granted to Xxxxxxx X. Xxxxxxxxx, and (vi) the warrants to purchase 100,000 Class A Shares granted to each of MAWA Holding N.V., Lavender Foundation and Staffordshire Corporation N.V.as disclosed in Schedule 4.04, there are no subscriptionoutstanding options, optionwarrants, warrantscript rights to subscribe to, conversion calls or other rights, agreements, commitments, arrangements or understandings commitments of any kind obligating the Company or any Subsidiary or any other Person, contingently or otherwise, to issue or sellcharacter whatsoever relating to, or cause to be issued securities, rights or sold, any Class A Shares or any securities obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any Class A Sharesshares of Capital Stock of the Parent, and no authorization therefor has been givenor contracts, commitments, understandings or arrangements by which the Parent or Merger Sub is or may become bound to issue additional shares of Capital Stock of the Parent, or securities or rights convertible or exchangeable into shares of Capital Stock of the Parent. There are no outstanding contractual or other rights or obligations to or of the Company or any Subsidiary or any other Person Parent to repurchase, redeem or otherwise acquire any of its outstanding shares or other equity interests or restricting the ability to vote or transfer such shares or other equity interests. Except as set forth in Schedule 4.04 and except for customary adjustments as a result of stock dividends, stock splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar events, there are no anti-dilution or price adjustment provisions contained in any security issued by the Parent (or in any agreement providing rights to security holders), and the issuance of the Company Shares will not obligate the Parent to issue shares of Parent Common Stock or other securities to any SubsidiaryPerson and will not result in a right of any holder of the Parent’s securities to adjust the exercise, conversion, exchange or reset price under such securities. To the knowledge of the Parent, except as specifically disclosed in its SEC Reports, no Person or group of related Persons beneficially owns (as determined pursuant to Rule 13d-3 under the 1934 Act), or has the right to acquire, by agreement with or by obligation binding upon the Parent, beneficial ownership of in excess of 5% of the outstanding Parent Common Stock. (b) The Parent owns, beneficially and of record, all of the issued and outstanding shares of Merger Sub Common Stock, free and clear of any Liens. The issued and outstanding shares of the Merger Sub and each of the Parent’s Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable.