Buyer Securities. (a) The authorized capital stock of Buyer consists of 20,000,000 shares of Buyer Common Stock and 2,000,000 shares of preferred stock (“Buyer Preferred Stock”). As of the date hereof, after giving effect to the transactions contemplated hereby, there will be outstanding 10,000,000 shares of Buyer Common Stock. All outstanding shares of capital stock of Buyer have been duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights.
(b) Except as set forth in this Section 4.09, there are no outstanding (i) shares of capital stock or voting securities of Buyer, (i) securities of Buyer convertible into or exchangeable for shares of capital stock or voting securities of Buyer or (i) options or other rights to acquire from Buyer or other obligation of Buyer to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Buyer.
(c) The Buyer Purchase Price Common Stock to be issued as part of the Purchase Price has been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable.
(d) The Buyer Warrants and the Buyer Takeback Paper to be issued as part of the Purchase Price have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will constitute the valid and binding obligations of Buyer enforceable against Buyer in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable remedies.
Buyer Securities. On and subject to the terms and conditions of this Agreement and the Transaction Documents, at the Closing, as an initial payment against the Purchase Price due hereunder, Buyer shall issue to Seller and/or Seller’s Designee(s):
2.2.2.1 ONE MILLION (1,000,000) shares of Buyer’s issued and outstanding Common Stock as of the Closing Date (“Closing Common Shares”), and
2.2.2.2 TWENTY TWO THOUSAND SIX HUNDRED (22,600) shares of Buyer’s Series G Preferred Stock (“Closing Preferred Shares” and, together with all Earn-Out Shares, Series G Conversion Shares, and the Closing Common Shares, the “Buyer Securities”).
Buyer Securities. The Term “Buyer Securities” shall have the meaning set forth in Section 2.2(c).
Buyer Securities. Each Buyer Security shall be imprinted with a legend substantially in the following form: This Security was originally issued on July 21, 2004, and has not been registered under the Securities Act of 1933, as amended. The sale or transfer of this Security is subject to certain restrictions set forth in the Purchase Agreement. The issuer of this Security will furnish a copy of these provisions to the holder hereof without charge upon written request. Each holder desiring to transfer a Buyer Note first must furnish Buyer with (i) a written opinion reasonably satisfactory to Buyer in form and substance from counsel reasonably satisfactory to Buyer by reason of experience to the effect that the holder may transfer the Buyer Note as desired without registration under the Securities Act and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to Buyer in form and substance agreeing to be bound by the restrictions on transfer contained herein.
Buyer Securities. The Buyer Securities have been duly authorized for issuance and sale to Seller pursuant to this Agreement and, when issued and delivered by Buyer pursuant to this Agreement against the consideration set forth herein, will be validly issued and fully paid and non-assessable. The issuance of the Buyer Securities is not subject to the preemptive or other similar rights of any securityholder of Buyer other than those rights that have been disclosed in the Buyer SEC Documents and have been waived. The capital stock of Buyer conforms in all material respects to all statements relating thereto contained in this Agreement and in the Buyer SEC Documents. No holder of securities of Buyer will be subject to personal liability solely by reason of being such a holder. Neither Buyer nor any Affiliate of Buyer has taken, nor will Buyer or any Affiliate take, directly or indirectly, any action which is designed, or would reasonably be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any security of Buyer to facilitate the sale or resale of the Buyer Securities.
Buyer Securities. The Seller Entities shall not and no acquiring person affiliated with the Seller shall acquire any voting securities of Buyer if such acquisition would result in the ownership of voting securities of the Buyer valued at greater than $56.7 million (or such other limitation as may be in effect from time to time) by an acquiring person affiliated with the Seller Entities, as determined pursuant to the rules set forth in the HSR Act.
Buyer Securities. The Seller Entities shall not and no acquiring person affiliated with the Seller Entities shall acquire any voting securities of Buyer if such acquisition would result in the ownership of voting securities of the Buyer valued at greater than $[56.7](20)
Buyer Securities. The Buyer Securities to be delivered to Sellers at Closing pursuant to Section 2 have been duly authorized and are validly issued, fully paid, and non-assessable, Buyer only has one class of stock which is not divided into series, and Buyer Securities represent not less than sixty-five percent (65%) of Buyer's common stock and not less than sixty-five percent (65%) of Buyer's total outstanding securities, whether voting or non-voting. Sellers acknowledge that Buyer may issue an additional 440,600 shares of common stock on or before Closing, which would decrease the foregoing percentage to sixty-four percent (64%). Except as may be disclosed in Section 4(e) of the Disclosure Schedule, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or contracts or commitments that could require Buyer to issue, sell, or otherwise cause to become outstanding any of its capital stock, and there are no outstanding authorized stock appreciation, phantom stock,
Buyer Securities. The Buyer Securities when delivered to Seller pursuant to this Agreement will be, free and clear of any and all pledges, claims, restrictions, charges, liens, security interests, encumbrances or other interests of third parties of any nature whatsoever created by Buyer, except for restrictions imposed by federal or state securities laws.
Buyer Securities. The Merger Consideration shall be conveyed to the Stockholders free and clear of all liens (other than any transfer restrictions for restricted securities under federal and state securities laws). Once issued in accordance with the terms hereof, the Merger Consideration will be duly authorized, fully paid and nonassessable.
