Outstanding Rights. There are no outstanding rights (preemptive or otherwise) or options to subscribe for or purchase, or warrants or other agreements providing for or requiring the issuance by Iomed of, capital stock or securities convertible into capital stock, except as follows: (i) the Note; (ii) the Common Stock issuable upon conversion of the 981,363 outstanding shares of preferred stock of Iomed; (iii) a total of 1,475,829 shares of Common Stock issuable upon exercise of options outstanding under Iomed's 1988 Stock Option Plan as of December 31, 1995; and (iv) a warrant to purchase 10,000 shares of Common Stock.
Outstanding Rights. This permit is subject to all outstanding rights.
Outstanding Rights. There are currently outstanding options to purchase an aggregate of 6,667 shares of common stock of the Company. Schedule 3.11 Litigation Good v. Sonic Jet Performance, Inc. Weaver and Yamada v. Sonic Xxx Xerforxxxxx, Inc. Wheelan Engineering Co., Ixx. x. Sonic Jet Performance, LLC Schedule 3.14 Finder's Fees George Moseman and Donner Xxxxxxxxxxx xxll eaxx xxxeive 250,000 shares of the Company's common stock, in full satisfaction of consulting services rendered in facilitating this Agreement. Schedule 3.15
Outstanding Rights. There are no outstanding options, licenses or agreements of any kind by which any third party is granted any present or future interest in or right to use Patents, Know-how, Technical Data or Improvements in the U.S.
Outstanding Rights. Except as described in the Prospectus, (i) there are no outstanding securities of the Company convertible or exchangeable into or evidencing the right to purchase or subscribe for any shares of capital stock of the Company and there are no outstanding or authorized options, warrants or rights of any character obligating the Company to issue any shares of its capital stock or any securities convertible or exchangeable into or evidencing the right to purchase or subscribe for any shares of such stock, and (ii) no holder of any securities of the Company or any other person has the right, contractual or otherwise, which has not been satisfied or effectively waived, to cause the Company to sell or otherwise issue to them, or to permit them to underwrite the sale of, any of the Underwritten Securities or the right to have any shares of Common Stock or other securities of the Company included in the Registration Statement or the right, as a result of the filing of the Registration Statement, to require registration under the Act of any shares of Common Stock or other securities of the Company.
Outstanding Rights. The Disclosure Letter gives details so far as material of the rights of each Group Company which have not, at the time of Completion, been exercised, to make any claim for relief or any election for a basis or method of tax or type of relief and any rights to make an appeal against an assessment or an application for postponement of any tax.
Outstanding Rights. Stock Option Plans 1,741,799 shares Warrants 5,599,093 warrant shares Antidilution rights affect the number of warrant shares; principally, the sale of the Securities will add approximately 60,000 warrant shares to the warrants held by GMN Investors. Warrant shares that are expected to be added to warrant shares held by five investors in the Company’s Series C Preferred Stock pursuant to antidilution rights are already included in the 5,599,093 warrant shares which is awaiting an interpretation from Nasdaq. • Other Rights Subordinated Debt Lenders (NewWest Mezzanine Fund, et al.) • Approval of sale of Securities (Section 6 of Warrant Agreement dated May 13, 2003) • Tag-along rights (Section 13 of Warrant Agreement) • Preemptive rights (Section 15 of Warrant Agreement) • Registration Rights • As described listed below, the Company has filed registration statements, as amended and subject to future amendment as may be necessary, pursuant to registration rights granted to security holders. Registration Number Final Prospectus Filed 333-112822 March 19, 2004 333-111657 January 28, 2004 333-96905 September 5, 2002 333-82426 September 5, 2002 333-74438 September 5, 2002 • Equity in Subsidiaries • The Company owns 29,564 shares, representing 96.6 percent of the shares outstanding in ACT Business Solutions Ltd. (UK). The Company has agreed in principle to pledge 40 percent of its 96.6 percent interest to Xxxxx Xxxxxx, as additional collateral under its loan agreement with Xx. Xxxxxx that was entered in connection with the Company’s purchase of Xx. Xxxxxx’x 40 percent minority interest in ACT Teleconferencing Limited (UK). Documentation is pending. • The stock in the Company’s subsidiaries is pledged as collateral for its obligations to the subordinated debt lenders under the Note Agreement of May 13, 2003 and the Pledge Agreement of the same date. The Pledged Shares Schedule from the Pledge Agreement is attached to this Schedule of Exceptions. • Other than the required local ownership in certain foreign subsidiaries and as disclosed in said Pledged Shares Schedule, the Company owns 100 percent of the outstanding shares in each subsidiary.
Outstanding Rights. In accordance with the terms of the Plan of Arrangement, at the Effective Time, each Option which is outstanding and that has not been exercised prior to the Effective Time, shall be cancelled and the holder thereof shall receive the Consideration therefor, and each Warrant which is outstanding and that has not been exercised prior to the Effective Time, shall be purchased by the Acquiror and the holder thereof shall receive the Consideration therefor. The parties to this Agreement acknowledge and agree that (a) none of the Acquiror, the Corporation, and all persons not dealing at arm’s length with the Acquiror will claim any deduction under the Tax Act with respect to any payment made to a holder of Options described herein or in the Plan of Arrangement and (b) they will comply with the requirements described in subsection 110(1.1) of the Tax Act (including, where applicable, the filing of the election described therein) as regards payments to holders of Options, it being understood that the holders of Options shall be entitled to claim any deductions available to such persons pursuant to the Tax Act in respect of the calculation of taxable income arising thereunder.
Outstanding Rights. Except as set forth on Schedule 4.4 of Seller's Disclosure Schedule, there are no outstanding rights, convertible, contingent or otherwise, to acquire, or any plans, contracts, or commitments or other rights providing for the right to acquire, any of the Assets or the Business, or any portion thereof. There are no securities convertible into or exchangeable into any right to own any of the Assets or the Business, or any portion thereof. There are no voting trusts, proxies, agreements, or other arrangements relating to or affecting the Assets or the Business.
Outstanding Rights. 2.11 The Disclosure Letter gives details of the rights of the Company which have not, at the time of Completion, been exercised, to make any claim for Relief and any rights to make an appeal against an assessment of any tax. Withdrawal etc. of Reliefs after Completion
