Buyer's Capital Structure Sample Clauses

Buyer's Capital Structure. As of the Closing Date, Buyer shall have equity in an amount which represents at least thirty percent (30%) of the sum of Buyer’s Liabilities for borrowed money (excluding any Assumed Liabilities) plus all equity, but in any event equity of no less than three hundred seventy-five million dollars ($375,000,000). Upon Seller’s reasonable request, Buyer agrees to promptly provide Seller with the information reasonably necessary in order for Seller to determine Buyer’s compliance with the terms of this covenant.
Sample 1See All (4)
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Buyer's Capital Structure. The total number of shares of all classes of stock which the Buyer has authority to issue is 200,000,000 shares, of which 150,000,000 shares are common stock, par value $0.001 per share and 50,000,000 shares are preferred stock, par value $0.001 per share. Immediately prior to the Closing, a total of 6,062,486 shares of common stock are issued and outstanding and options to purchase up to 40,000 shares of common stock at a weighted exercise price of $1.00 per share are issued and outstanding. All outstanding shares of stock are duly authorized and validly issued. No shares of preferred stock are outstanding. No warrants to purchase shares of common stock or preferred stock are outstanding.
Sample 1
Buyer's Capital Structure. Buyer does not, as of the date of this Agreement, presently expect that an HSR Filing will be required pursuant to the HSR Act in order to consummate the transactions contemplated by this Agreement. Buyer shall promptly notify Parent in the event that, between the date hereof and the Closing, Buyer's expectation should change such that Buyer expects that an HSR Filing will be required pursuant to the HSR Act in order to consummate the transactions contemplated herein. If Buyer does not so notify Parent, Buyer shall make the following representation to Parent and Sellers on and as of the Closing Date: "Neither Buyer nor any Person which, directly or indirectly, owns beneficially or of record 50% or more of the outstanding voting securities of Buyer, or has the present right or power to designate or elect 50% or more of the directors constituting the board of directors of Buyer, whether by ownership of voting or other securities of Buyer, by contract or otherwise has, in the aggregate, total assets or net annual sales in excess of $10,000,000, as calculated pursuant to 16 C.F.R. Section 801.11." Nothing contained in this Section 3.5 shall in any way diminish the obligations of the parties contained in Section 4.4 hereof.
Sample 1
Buyer's Capital Structure. The authorized capital stock of Buyer consists of 100,000,000 shares of Buyer Common Stock and 100,000,000 shares of Preferred Stock, $.001 par value per share (the "Preferred Stock"). As of July 27, 2000: (i) 21,996,069 shares of Buyer Common Stock were issued and outstanding on a fully diluted basis (excluding (A) the shares comprising the Purchase Consideration and the Option Shares; (B) any options or shares of Buyer Common Stock issuable under options to be granted in the future under any employee stock option plan of Buyer; and (C) shares of Buyer Common Stock issued or issuable in connection with Buyer's profit sharing plan in respect of 1999), all of which are validly issued, fully paid and non-assessable; (ii) no shares of Buyer Common Stock were held in the treasury of Buyer or by any subsidiaries of Buyer; (iii) 774,928 shares of Buyer Common Stock were reserved for issuance in the future pursuant to stock options granted and outstanding under Buyer's stock option plans and (iv) no shares of Preferred Stock were issued and outstanding. All shares of Buyer Common Stock to be issued to Seller as the Purchase Consideration and pursuant to the Option, upon issuance pursuant to the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and non-assessable. There are no obligations, contingent or otherwise, of Buyer or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of the Buyer Common Stock. As of the Closing Date, Buyer's total indebtedness shall not exceed $136,500,000. As of July 27, 2000, the number of Fully-Diluted Common Shares (as defined in the Stockholders Agreement) was 21,996,069.
Sample 1
Buyer's Capital Structure. As of the date of this Agreement, the authorized capital of Buyer consists of 200,000,000 shares of common stock, $0.01 par value ("Buyer Common Shares"), and one hundred (100) shares of Class A Convertible Preferred Stock, par value $0.01 per share ("Buyer Preferred Shares"), convertible into an undiluted forty percent (40%) interest of Buyer Common Shares. As of the date hereof, there are approximately 79,828,543 shares of Buyer Common Shares issued and outstanding together with the one hundred (100) shares of Buyer Preferred Shares issued and outstanding (collectively "Buyer Issued Equity"). All of the Buyer Issued Equity is validly issued, fully paid and nonassessable and has been issued in full compliance with all applicable U.S. federal and U.S. state securities laws. The Buyer has no other securities of any kind, whether debt, equity, derivative or hybrid, issued or outstanding, other than Buyer Common Shares and the Buyer Preferred Shares as well as there are no outstanding subscriptions, rights, preemptive rights, options, warrants, convertible securities or other agreements or commitments which would obligate the Buyer to issue or to transfer any additional shares of Buyer Common Shares and Buyer Preferred Shares or any other securities of the Buyer. Buyer Common Shares are listed for trading in the Over-the-Counter Bulletin Board ("OTCBB"). The outstanding shares of Buyer Common Shares have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934 Act") and are listed for trading in the OTCBB.
Sample 1

Related to Buyer's Capital Structure

  • Company Capital Structure (a) The authorized capital stock of the Company consists of 19,907,500 shares of Company Common Stock and 20,185,000 shares of Company Preferred Stock, of which 5,280,000 shares are designated “Series A Convertible Preferred Stock” and 4,812,500 shares are designated “Series B Convertible Preferred Stock.” At the close of business on the date of this Agreement, (i) 4,687,436 shares of Company Common Stock were issued and outstanding and (ii) no shares of Company Common Stock were held in treasury by the Company. At the close of business on the date of the Agreement, 5,280,000 shares of Series A Convertible Preferred Stock were issued and outstanding, and 4,812,500 shares of Series B Convertible Preferred Stock were issued and outstanding. The Company Capital Stock is held by the Stockholders, with domicile addresses and in the amounts set forth in Section 2.2(a)(i) of the Disclosure Schedule. All outstanding shares of Company Capital Stock and all outstanding Subsidiary Equity Interests are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Charter Documents or the applicable governing documents of any Subsidiary of the Company, or any agreement to which the Company or any Subsidiary of the Company is a party or by which it is bound. No shares of the Company Capital Stock or Subsidiary Equity Interests are subject to any Lien suffered or permitted by the Company or any of the Company’s Subsidiaries. Other than as contemplated herein, the Company and its Subsidiaries have not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense which has not been paid or satisfied prior to the date hereof relating to or arising out of the issuance or repurchase of any Company Capital Stock or Subsidiary Equity Interests or options or warrants to purchase Company Capital Stock or Subsidiary Equity Interests, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Stockholder has exercised any right of redemption, if any, and the Company has not received notice that any Stockholder intends to exercise such rights. Except as set forth in Section 2.2(a)(ii) of the Disclosure Schedule, there are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. There are no shares of Company Unvested Capital Stock. The Company and its Subsidiaries have no other capital stock authorized or issued and outstanding

  • Capital Structure The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Shares"). As of December 31, 1997, (i) 3,490,835 Class A Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences.

  • Capital Structure of the Company As of the date of this Agreement, the number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of capital stock reserved for issuance under the Company’s various option and incentive plans is specified on Schedule 3.3. Except as set forth in Schedule 3.3, no shares of capital stock or other equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 3.3, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters. Except as set forth in Schedule 3.3, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. Except as set forth on Schedule 3.3, there are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company.

  • Organizational and Capital Structure The organizational structure and capital structure of Holdings and its Subsidiaries shall be as set forth on Schedule 4.1.

  • No Effect on Capital Structure This Award Agreement shall not affect the right of the Company to reclassify, recapitalize or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize.

  • Organizational Structure Please indicate or (if applicable) describe how the Selling Stockholder is organized.

  • Changes in Capital Structure If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares or Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

  • ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE Subject to any required action by the stockholders of the Company and the requirements of Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number and the Exercise Price shall be rounded up to the nearest whole cent. In no event may the Exercise Price be decreased to an amount less than the par value, if any, of the stock subject to the Option. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.

  • Change in Capital Structure The terms of this Agreement, including the number of Stock Units subject to this Agreement, shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-sups, subdivisions or consolidations of shares or other similar changes in capitalization.

  • Changes in Capital Structure of Issuers Such Grantor will not (i) permit or suffer any issuer of an Equity Interest constituting Pledged Collateral owned by it to dissolve, merge, liquidate, retire any of its Equity Interests or other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its assets (except for Permitted Encumbrances and sales of assets permitted pursuant to Section 4.1(d)) or merge or consolidate with any other entity, or (ii) vote any such Pledged Collateral in favor of any of the foregoing.

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