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 (i) 100,000,000 shares of Buyer Common Stock, (ii) 1,000,000 shares of Class B Common Stock, $.01 par value ("Buyer Class B Common Stock"), and (iii) 1,000,000 shares of Preferred Stock, $.01 par value (the "Buyer Preferred Stock"). As of November 30, 1998, there were outstanding 13,819,473 shares of Buyer Common Stock, 988,200 shares of Buyer Class B Common Stock, and no shares of Buyer Preferred 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 October 31, 1998, and the plans under which such options were granted (collectively, the "Buyer Stock Plans"). There are no shares of Buyer Class B Common Stock reserved for future issuance. Except for the issuance of additional shares of Buyer Common Stock in acquisitions as set forth in the Buyer Disclosure Schedule, no material change in such capitalization has occurred between November 30, 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. The shares of Buyer Common Stock to be issued in the Merger will, when issued in accordance with the terms of this Agreement, 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, Buyer Class B Common Stock, Buyer Preferred 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 business. All of the outstanding shares of capital stock of each of Buyer's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors' qualifying shares in the case of foreign Subsidiaries) are owned by Buyer or another Subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in Buyer' voting rights, charges or other encumbrances of any nature.
(b) Except as set forth in this Section 4.02...
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.
(2) Except as set forth in this Section 4.2, there are no equity securities of any class of Buyer, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in this Section 4.2, and except with respect to stock options issued pursuant to Buyer's stock incentive plans, descriptions of which are set forth in the SEC Filings (as defined in Section 4.5 below), there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which Buyer is a party or by which it is bound obligating Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Buyer or obligating Buyer to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement.
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, fights, 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. 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. The authorized capital stock of Buyer consists of 450,000,000 shares of common stock, no par value of which 1 share of common stock are issued and outstanding as of the date of this Agreement and 50,000,000 shares of preferred stock are authorized, no par value of which none are issued and outstanding as of the date of this Agreement, however by the Closing of this Agreement it is expected that 15,000,000 shares of Series A Preferred Stock will be issued and outstanding, with a further 5,625,000 of Series A Preferred Stock reserved for future issuance. In addition, by the time of the Closing of this Agreement, Buyer expects to have 3,000,000 Common Shares issued and outstanding under warrant agreements, and expects to further issue 3,397,500 Common Shares concurrent to the Closing of this Agreement, along with reserving 7,500,000 shares of its common shares for issuance under an equity incentive plan for future employees of the Seller. There are no other securities, options, warrants, or other rights to purchase any securities of Buyer outstanding at the date of this Agreement or at the Closing. All outstanding securities of Buyer are duly and validly issued, fully paid and non-assessable.
Buyer Capital Structure. On or prior to the First Closing, Buyer shall deliver to Seller a schedule setting forth (i) the pro forma total consolidated capitalization of Buyer and its Subsidiaries, and the individual capitalization of each Subsidiary of Buyer, in each case after giving effect to the consummation of the transactions contemplated in this Agreement, the Transaction Documents and the Securitization Financing, and (y) the pro forma ownership of each Subsidiary of Buyer, giving effect to the consummation of the transactions contemplated in this Agreement, the Transaction Documents and the Securitization Financing.
Buyer Capital Structure. The authorized capital stock of the Buyer consists of 80,000,000 shares of Common Stock and 2,000,000 shares of preferred stock. As of June 30, 2003, (i) 47,511,674 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 Series A Preferred Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (iii) options to purchase 6,316,499 shares of Common Stock were issued and outstanding pursuant to Buyer’s stock option plans, and (iv) 4,835,309 shares of Buyer Common Stock were reserved for future issuance pursuant to Buyer’s stock option plans and warrants. All of the outstanding shares of capital stock of each of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and all such shares are owned by the Buyer free and clear of all security interests, liens, claims, pledges, agreements, limitations on the Buyer’s voting rights, charges or other encumbrances of any nature. The shares of Buyer Common Stock issued pursuant to this Agreement will, when issued, be duly authorized, validly issued, fully paid and nonassessable and will be free of restrictions on transfer other than the restrictions on transfer under this Agreement and under applicable state and federal securities laws. Except as set forth in this Section 5.2, there are no options, warrants or other rights to purchase any of the Buyer’s authorized and unissued capital stock.
Buyer Capital Structure. (a) As of the Execution Date, the authorized capital stock of Buyer consists of (i) 200,000,000 shares of Buyer Class A Common Stock, (ii) 20,000,000 shares of Buyer Class B Common Stock, and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Buyer Preferred Stock”). At the close of business on August 6, 2018: (A) 37,732,112 shares of Buyer Class A Common Stock were issued and outstanding, (B) 9,433,028 shares of Buyer Class B Common Stock were issued and outstanding, (C) no shares of Buyer Preferred Stock were issued and outstanding, and (D) 18,941,651 whole warrants, each whole warrant entitling the holder thereof to purchase one share of Buyer Class A Common Stock at an exercise price of $11.50 per share of Buyer Class A Common Stock (the “Buyer Warrants”) were issued and outstanding. All outstanding shares of Buyer Class A Common Stock and Buyer Class B Common Stock are validly issued, fully paid, and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), Organizational Documents, commitments, or agreements to which Buyer is a party or by which it is bound. Except (i) for the Buyer Class B Common Stock and the Buyer Warrants, as set forth in the Organizational Documents of Buyer, and (ii) in connection with the Buyer Equity Financing, there are no outstanding (w) Interests of Buyer convertible into or exchangeable for other Interests of Buyer, (x) options, warrants, or other rights (including preemptive rights) or agreements, arrangements, or commitments of any character, whether or not contingent, relating to issued or unissued capital stock or other Interests in Buyer, (y) obligations of Buyer to issue any Interests in it, other than the rights of Contributor to acquire Buyer Class A Common Stock, Buyer Class C Common Stock, and the Contribution Warrants pursuant to this Agreement, or (z) obligations of Buyer to repurchase, redeem, or otherwise acquire any Interests. Buyer has no direct or indirect Interests, participation, or voting right or other investment (whether debt, equity, or otherwise) in any Person (including any contract in the nature of a voting trust or similar agreement or understanding) or any other equity equivalents in or issued by any other Person other than the KAAC General Partner and the KAAC Partnership or as may be acquired pursuant to this Agr...
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
