Buyer Capital Structure. (a) The authorized capital stock of Buyer consists of (i) 120,000,000 shares of Common Stock, $.01 par value ("Buyer Common Stock"), (ii) 1,700,000 shares of Preferred Stock, $.01 par value, of which 750,000 shares have been designated as Series A Convertible Participating Preferred Stock ("Series A Preferred Stock") and (iii) one share of special voting stock, $1.00 par value per share (the "Special Voting Share"). The stockholders of Buyer have approved an increase in the authorized Buyer Common Stock to 200,000,000 shares. The Special Voting Share entitles the holder thereof, which is a Subsidiary of Buyer, to vote, together with the holders of Buyer Common Stock, on all matters submitted for the vote of the holders of Buyer Common Stock. The number of votes represented by the Special Voting Share is equal to the number of shares of such Subsidiary outstanding which are exchangeable into shares of Buyer Common Stock ("Exchangeable Shares"). As of June 15, 1998, there were outstanding 59,109,756 shares of Buyer Common Stock, 750,000 shares of Series A Preferred Stock (currently convertible into 15,000,000 shares of Common stock), 12,510,457 Exchangeable Shares (including 8,687,500 Exchangeable Shares subject to outstanding warrants) and $200,955,000 principal amount of 5 1/2% Senior Convertible Notes due 2000 (convertible into approximately 3,791,600 shares of Common Stock). The Buyer Disclosure Schedule shows the number of shares of Buyer Common Stock reserved for future issuance pursuant to stock options granted and outstanding as of April 30, 1998, and the plans under which such options were granted (collectively, the "Buyer Stock Plans"). No material change in such capitalization has occurred between June 15, 1998 and the date of this Agreement. All shares of Buyer Common Stock subject to issuance as specified above are duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Buyer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or the capital stock of any Subsidiary or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of Subsidiaries entered into in the ordinary course of bu...
Buyer Capital Structure. (a) The authorized capital stock of Buyer consists of fifty million (50,000,000) shares of Buyer Common Stock and two million (2,000,000) shares of preferred stock, $0.001 par value ("Buyer Preferred Stock"). As of August 4, 1997: (i) 24,327,681 shares of Buyer Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable; (ii) no shares of Buyer Common Stock were held in the treasury of Buyer or by Subsidiaries of Buyer; (iii) approximately 4,048,424 shares of Buyer Common Stock were reserved for future issuance pursuant to stock options granted and outstanding under Buyer's stock option plans (the "Buyer Option Plans") and rights outstanding under Buyer's employee stock purchase plan (the "Buyer Purchase Plan"). As of the date of this Agreement, none of the shares of Buyer Preferred Stock are issued and outstanding. The authorized capital stock of Sub consists of one thousand (1,000) shares of common stock, par value $.001 per share ("Sub Common Stock"), of which one hundred (100) shares are or will be issued and outstanding as of the Closing Date. All of the outstanding shares of capital stock of Sub are duly authorized, validly issued, fully paid and nonassessable, and all such shares are owned by Buyer free and clear of all security interests, liens, claims, pledges, agreements, limitations on Buyer's voting rights, charges or other encumbrances of any nature.
Buyer Capital Structure. (1) The authorized capital stock of Buyer consists of 30,000,000 shares of Buyer Common Stock and 2,000,000 shares Preferred Stock, par value $10.00 per share, issuable in one or more series at such time or times, and for such consideration or considerations as the board of directors of Buyer may determine ("Buyer Preferred Stock"). As of the date of this Agreement, (i) 8,136,618 shares of Buyer Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (ii) no shares of Buyer Preferred Stock are issued and outstanding. There are no obligations, contingent or otherwise, of Buyer to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or make any investment (in the form of a loan, capital contribution or otherwise) in any corporation, partnership, limited liability company, joint venture, or other organization.
Buyer Capital Structure. The authorized capital stock of Buyer consists of 40,000,000 shares of Common Stock, no par value. At the close of business on May 31, 1997, (i) 16,815,482 shares of Buyer's Common Stock were issued and outstanding; (ii) 4,936,776 shares of Buyer's Common Stock were reserved for issuance upon exercise of options (the "BUYER OPTIONS") under Buyer's various Stock Option Plans and 1994 Director Stock Option Plan, of which options to purchase 3,045,330 shares were outstanding; (iii) 1,200,000 shares of Buyer's Common Stock were reserved for issuance under Buyer's 1993 Employee Stock Purchase Plan (the "ESPP"), of which 536,685 shares have been issued; and (iv) 450,000 shares of Buyer's Common Stock were reserved for issuance under options granted and outstanding but not subject to a specific stock purchase or stock option plan. Except as set forth in this Section 4.3 and except as contemplated by this Agreement, there are no existing agreements, options, warrants, rights, calls or commitments of any character providing for the issuance of any additional shares of Buyer's Common Stock and there are no outstanding securities or other instruments convertible into or exchangeable for shares of Buyer's Common Stock and no commitments to issue such securities or instruments.
Buyer Capital Structure. (a) The authorized capital stock of Buyer consists of two hundred million (200,000,000) shares of Buyer Common Stock, $.0001 par value and one hundred million (100,000,000) shares of Preferred Stock, $.001 par value ("Buyer Preferred Stock"). As of the date of this Agreement, (i) 173,252,434 shares of Buyer Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (ii) no shares of Buyer Common Stock are held in the treasury of Buyer. Section 4.02 of the Buyer Disclosure Schedule shows the number of shares of Buyer Common Stock reserved for future issuance pursuant to stock options and warrants granted and outstanding as of the date of this Agreement and the plans under which such options and warrants were granted (collectively, the "Buyer Stock Plans"). As of the date of this Agreement, none of the shares of Buyer Preferred Stock are issued and outstanding. All shares of Buyer Common Stock subject to issuance as specified above are duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Buyer to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any entity.
Buyer Capital Structure. As of the date hereof, the authorized capital stock of Buyer consists of 38,000,000 shares of Buyer Common Stock. As of the close of business on December 29, 2021, there were (a) 28,986,002 shares of Buyer Common Stock issued and outstanding, which number includes 28,748 restricted shares of Buyer Common Stock granted under a Buyer Stock Plan, (b) 0 shares of Buyer Common Stock held in treasury, (c) 0 shares of Buyer Common Stock reserved for issuance upon the exercise of options granted by Buyer to
Buyer Capital Structure. The authorized capital stock of Buyer consists of 5,000,000 shares of preferred stock, par value $.0001 per share, none of which shares are issued and outstanding, and 225,000,000 shares of Buyer Common Stock, of which, as of June 9, 2000, (a) 156,404,576 shares were issued and outstanding and (b) 26,291,172 shares were reserved for issuance pursuant to Buyer's stock option and stock purchase plans. Except as set forth in Schedule 3.6 of the Buyer Schedules, there are no options, warrants, calls, rights, exchangeable or convertible securities, commitments or agreements of any character, written or oral, to which Buyer is a party or by which it is bound obligating Buyer to issue shares of its capital stock or any other securities convertible into or evidencing the right to subscribe to shares of its capital stock.
Buyer Capital Structure. The authorized capital stock of Buyer consists of 5,000 shares of common stock, $0.01 par value ("Buyer Common Stock"), of which 10 shares of Buyer Common Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Xxxx X.
Buyer Capital Structure. 9 3.3 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10 3.4 Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10 3.5
Buyer Capital Structure. (a) The authorized capital of the Company consists of 121,000,000 shares. 71,400,000 of the shares are designated as Common Stock, $0.0025 par value, of which 4,410,394 shares are issued and outstanding. 49,600,000 of the shares are designated as Preferred Stock, $0.0025 par value, 2,000,000 of the shares are designated as Series A Preferred Stock, of which 1,425,000 shares are issued and outstanding, 8,000,000 of the shares are designated as Series B Preferred Stock, of which 7,246,376 shares are issued and outstanding, 7,000,000 of the shares are designated as Series C Preferred Stock, of which 6,794,528 shares are issued and outstanding, 4,100,000 of the shares are designated as Series D Preferred Stock, of which 4,016,064 shares are issued and outstanding, 19,000,000 of the shares are designated as Series E Preferred Stock, of which 10,061,185 shares of which are issued and outstanding, 4,000,000 of the shares are designated as Series F Preferred Stock, of which 3,076,053 are issued and outstanding (assuming the sale and issuance of 922,816 shares between December 1, 1999 and the Effective Time) and 5,500,000 of the shares are designated as Series G Preferred Stock, of which no shares are issued and outstanding. All outstanding shares of Buyer are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Buyer or any agreement to which the Buyer is a party or by which it is bound. The Buyer Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable and will have the rights, preferences and privileges described in the Certificate of Incorporation of Buyer. The Buyer Shares will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders thereof through no action of the Buyer; provided, however, that the Buyer Shares will be subject to restrictions on transfer under state and/or federal securities laws. The Buyer Shares are not subject to any preemptive rights, rights of first refusal, Stockholder agreement or voting agreement. The Buyer has reserved 810,164 shares of Common Stock for issuance to employees and consultants pursuant to its 1992 Omnibus Equity Incentive Plan ("1992 PLAN"), of which 21,344 shares are subject to outstanding , unexercised options, and none of which remain available for grant. The Buyer also has...
