Acquiror and Merger Sub Capital Structure Sample Clauses
The "Acquiror and Merger Sub Capital Structure" clause defines the composition and characteristics of the equity and debt held by the acquiring company and its merger subsidiary at the time of the transaction. It typically outlines the types and amounts of shares, outstanding options, warrants, or other securities, and may specify any restrictions or obligations related to these financial instruments. By clearly stating the capital structure, this clause ensures transparency for all parties, helps prevent misunderstandings about ownership and control post-merger, and allocates risk by confirming the financial standing of the entities involved.
Acquiror and Merger Sub Capital Structure. The authorized capital ----------------------------------------- stock of Acquiror consists of 75,000,000 shares of Common Stock, $.01 par value and no shares of Preferred Stock of which there were issued and outstanding as of the close of business on March 31, 1997, 47,781,260 shares of Common Stock and no shares of Preferred Stock. Since the close of business on March 31, 1997, no shares of Acquiror capital stock have been issued except pursuant to the exercise of options outstanding as of March 31, 1997 under the Acquiror Stock Option Plans (as defined below). As of the close of business on March 31, 1997, there were no other outstanding commitments to issue any shares of capital stock or voting securities of Acquiror other than pursuant to the exercise of options outstanding as of that date under the 1983 Incentive Stock Option Plans, the 1986 Stock Option Plan, the Stock Option Plan for Directors, the 1993 Incentive Stock Option Plan, and the 1994 Stock Option Plan, and pursuant to the 1994 Employee Stock Purchase Plan and other plans set forth in Section 3.2 of the Acquiror Schedules, (collectively, the "ACQUIROR STOCK OPTION PLANS"). The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, $.001 par value, all of which are issued and outstanding and are held by Acquiror. All outstanding shares of Acquiror and Merger Sub have been duly authorized, validly issued, fully paid and are nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. As of the close of business on March 31, 1997, Acquiror has reserved 8,829,450 shares of Common Stock for issuance to employees, directors and independent contractors pursuant to the Acquiror Stock Option Plans, net of exercises, cancellations, repurchases and expiration of options of which, as of the close of business on March 31, 1997, 8,417,436 shares were subject to outstanding, unexercised options and 412,014 shares remained available for future grant. Other than pursuant to this Agreement, the Acquiror 1994 Employee Stock Purchase Plan, and the SQA, Inc. 1995 Employee Stock Purchase Plan, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Acquiror or Merger Sub is a party or by which either of them is bound obligating Acquiror or Merger Sub to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, a...