Capital Stock and Related Matters. (i) As of the Closing (as such term is defined in the Merger Agreement), the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable.
(ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the ...
Capital Stock and Related Matters. As of the date of this Agreement and immediately thereafter, the authorized capital stock of HI shall consist of (a) 147,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as of the date of this Agreement, HI shall not have outstanding any stock, investment rights, options, or securities convertible, exercisable, or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock. As of the date of this Agreement, all of the outstanding shares of HI's capital stock shall be validly issued, fully paid, and nonassessable and were issued in compliance with all applicable state and federal securities laws. There are no statutory or contractual stockholder's preemptive rights or rights of first refusal, with respect to the Shares or Underlying Common Stock which have not been effectively waived in writing. HI has not violated any applicable federal or state securities laws in connection with the offer, sale, or issuance of the Shares, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of...
Capital Stock and Related Matters. The authorized Equity Interests as of the Agreement Date of each Borrower Party and each Subsidiary of a Borrower Party that is a corporation and the number of shares of such Equity Interests that are issued and outstanding as of the Agreement Date are as set forth on Schedule 5.1(d). All of the shares of such Equity Interests in Domestic Subsidiaries that are issued and outstanding as of the Agreement Date have been duly authorized and validly issued and are fully paid and non-assessable. None of such Equity Interests in Domestic Subsidiaries have been issued in violation of the Securities Act, or the securities, “Blue Sky” or other Applicable Laws of any applicable jurisdiction. As of the Agreement Date, the Equity Interests of each such Borrower Party (other than Parent) and each such Subsidiary of a Borrower Party are owned by the parties listed on Schedule 5.1(d) in the amounts set forth on such schedule and a description of the Equity Interests of each such party is listed on Schedule 5.1(d). As of the Agreement Date, except as described on Schedule 5.1(d), no Borrower Party (other than Parent) or any Subsidiary of a Borrower Party has outstanding any stock or securities convertible into or exchangeable for any shares of its Equity Interests, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Equity Interests or any stock or securities convertible into or exchangeable for any Equity Interests. Except as set forth on Schedule 5.1(d), as of the Agreement Date, no Borrower Party or any Subsidiary of any Borrower Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or to register any shares of its Equity Interests, and there are no agreements restricting the transfer of any shares of such Borrower Party’s or such Subsidiary’s Equity Interests.
Capital Stock and Related Matters. The Articles of the Company authorize the Company to issue up to (i) 20,000,000 shares of common stock, $1.25 par value per share, (ii) 10,000,000 shares of preferred stock, no par value per share. As of September 1, 2021, there were 6,959,134 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.
Capital Stock and Related Matters. As of the Closing Date, and --------------------------------- after giving effect to the transactions contemplated hereby and pursuant to the Related Documents, (i) the authorized capital stock of the Company will consist of a total of 110,000,000 shares as follows: (a) 100,000,000 shares of Common Stock, par value $.01 per share, of which 1,164,440 shares are issued and outstanding, the ownership and the consideration paid for such shares is as set forth on Schedule 10C and (1) 259,960 shares of which are reserved for for the exercise of options to purchase such shares issued or issuable to officers, directors, consultants, independents contractors and employees of the Company and its Subsidiaries and other providers of services to the Company and its Subsidiaries and (2) 1,560,000 shares of which are reserved for issuance upon conversion of the Series A Convertible Preferred Stock; (b) 10,000,000 shares of Convertible Preferred Stock, par value $1.00 per share, of which (x) 2,000,000 shares are designated Series A Convertible Preferred Stock, of which 1,000,000 shares are issued and outstanding and (y) 2,500,000 shares are designated Series B Convertible Preferred Stock, of which 2,000,000 shares are issued and outstanding; (ii) all issued and outstanding shares shall have been duly and validly issued, fully paid and non-assessable; (iii) no shares of capital stock of the Company will be owned or held by or for the account of the Company or any of its 42
Capital Stock and Related Matters. All of the outstanding capital stock of Company has been duly authorized and validly issued and is fully paid and nonassessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of Company or obligating Company to grant, extend or enter into any such agreement or commitment to any Person other than Company except pursuant to Company’s equity incentive plans duly adopted by Company’s Board of Directors.
Capital Stock and Related Matters. Except as set forth in the Schedule of Exceptions:
(i) On the date hereof, the authorized capital stock of the Company consists of (a) 25,000,000 shares of Common Stock, no par value ("Common Stock"), of which 8,787,271 shares are issued and outstanding, 4,062,500 shares are reserved for issuance upon conversion of the Shares, 3,370,123 shares are reserved for issuance in connection with the Company's stock option plans (which includes options to purchase 270,000 shares granted to members of the senior management team of the Company identified on the Schedule of Exceptions attached hereto as Exhibit C and delivered to the Purchasers prior to the execution of this Agreement ("Schedule of Exceptions")) of which options for 3,189,667 shares are outstanding as of the date of this Agreement, and options to purchase 180,456 remain available for issuance and 1,162,790 shares are reserved for issuance in connection with the conversion of the 7% Convertible Senior Subordinated Notes dated March 27, 1998 (the "Notes") in the aggregate principal amount of Fifteen Million Dollars ($15,000,000) and interest payments due on the Notes. As of the Closing and immediately thereafter, the authorized capital stock shall include 2,762,500 shares of Series A Stock and 487,500 shares of Series B Stock, which will be issued and outstanding. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Equity Securities, except as set forth on the Schedule of Exceptions and except pursuant to this Agreement. As of the Closing, the Company shall not have outstanding any Equity Securities, except as set forth above or on the Schedule of Exceptions. As of the Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable.
(ii) There are no statutory or contractual shareholders preemptive rights or rights of refusal with respect to the issuance of the Shares hereunder or the issuance of the Common Stock upon conversion of the Shares. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. To the best of the Company's knowledge, there are no agreements between the Company's shareholders with re...
Capital Stock and Related Matters. (a) As of the Closing Date, after giving effect to the filing of the Certificate of Designation, the authorized capital stock of the Company will consist of 10,000,000 shares of Common Stock, no par value, and 1,000,000 shares of preferred stock, no par value, of which 244,812 shares are authorized and constitute the Series A Preferred Stock, and 225,000 are authorized and constitute the Series B Preferred Stock. On the Closing Date after giving effect to the transactions contemplated by this Agreement and the Other Agreement, 1,100,367 shares of the Common Stock, 244,812 of the Series A Preferred Stock and 148,049 shares of the Series B Preferred Stock will be issued and outstanding. The shares of Common Stock issuable upon conversion of the Series B Preferred Stock have been duly authorized and validly reserved for issuance upon such conversion and, when so issued, will be validly issued, fully paid and non-assessable. The Company does not have outstanding securities convertible into or exchangeable for any shares of its capital stock, nor will it have outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, any shares of its capital stock or any securities convertible into or exchangeable for any shares of its capital stock, other than (a) the Series A Preferred Stock, (b) options for the purchase of 119,000 shares of Common Stock issued and issuable to certain employees of the Direct Companies under the Option Plan, (c) the Shares and (d) 16,255 shares of Common Stock subject to the terms and conditions of the Common Stock Purchase Warrant issued to Eldon Capital. Immediately after giving effect to the issuance of the Xxxxxs, the Fully-Diluted Common Stock will be 1,628,483 shares of Common Stock.
(b) Schedule C sets forth a complete and accurate list of the stockholders and other equity holders of the Company, showing the number of shares of its capital stock, or securities convertible into or exchangeable for any shares of its capital stock, owned of record by each holder. Except as set forth in the certificate of designation relating to the Series A Preferred Stock, the Stock Purchase Agreement, dated as of September 6, 1996, between the Company and Mutual Service Casualty Insurance Company and in the Stockholders Agreement, there are no agreements between the Company and any ...
Capital Stock and Related Matters. The Articles of Incorporation of Company authorize Company to issue 10,000,000 shares of common stock and 1,000,000 shares of preferred stock. As of the date of this Agreement, there are 4,650,558 shares of the Company’s common stock issued and outstanding and no shares of Company’s preferred stock have been issued and outstanding. All of the outstanding capital stock of Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of Company or obligating Company to grant, extend or enter into any such agreement or commitment to any Person other than Company except pursuant to Company’s equity incentive plans duly adopted by Company’s Board of Directors.
Capital Stock and Related Matters. Other than pursuant to the --------------------------------- Options, the Optionee has no right, title or interest in any other securities convertible or exchangeable for any shares of the Company's capital stock, and the Optionee does not have any right, title or interest in any rights or options to subscribe for or to purchase the Company's capital stock or any stock or securities convertible into or exchangeable for the Company's capital stock. The Optionee owns the Options, free and clear of all pledges, security interests, liens, claims, encumbrances, agreements, rights of first refusal and options of any kind whatsoever, other than such restrictions arising under the Securities Act of 1933, as amended, state securities laws or any of the documents and other agreements executed as of the date hereof in connection with the consummation of the Merger.
