Common use of Capital Stock and Related Matters Clause in Contracts

Capital Stock and Related Matters. (a) As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of 10,000 shares which will be designated as Preferred Stock and 108,150 shares of Common Stock, of which 77,350 shares shall be designated as Class A Common Stock, 15,500 shares shall be designated Class B Common Stock, 7650 shares shall be designated as Class C Common Stock and 7650 shares shall be designated as Class D Common Stock. As of the Closing, 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 Purchase Agreements, 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 Stockholders Agreement and the Purchase Agreements. As of the Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. (ai) As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of 10,000 shares which will be designated as Preferred Stock and 108,150 shares of Common Stock, of which 77,350 shares shall be designated as Class A Common Stock, 15,500 shares shall be designated Class B Common Stock, 7650 shares shall be designated as Class C Common Stock and 7650 shares shall be designated as Class D Common Stock. As of the Closing, 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 Senior Management Agreements, the Other Executive Stock Agreements, the Purchase AgreementsAgreement, the Stockholders Agreement and the Company's Certificate Articles 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 Stockholders Senior Management Agreements, the Other Executive Stock Agreements, the Purchase Agreement and the Purchase AgreementsStockholders Agreement. As of the Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. (ai) As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of 10,000 shares which will be designated as Preferred Stock and 108,150 (a) 120,000,000 shares of Common Stock, of which 77,350 76,049,301.77 shares shall be designated as Class issued and outstanding; (b) 350,000 shares of Series A Common Preferred Stock, 15,500 of which 337,582.50 shares shall be designated Class issued and outstanding, (c) 142,500 shares of Series B Common Preferred Stock, 7650 of which 70,735.56657 shares shall be designated as Class issued and outstanding and (d) 7,500 shares of Series C Common Stock and 7650 Preferred Stock, of which 3,722.92456 shares shall be designated issued and outstanding. The attached Capitalization Schedule sets forth the ownership of the Company as Class D Common Stockof and immediately after the Closing. As of the Closing, the Company shall not have outstanding (or any commitments to issue) 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 plans, except as contemplated by this Agreement, set forth on the Purchase Agreements, the Stockholders Agreement and the Company's Certificate of Incorporationattached Capitalization Schedule. 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, stock except pursuant to this Agreement, the Stockholders Agreement Executive Stock Agreements and the Purchase AgreementsInvestor Rights Agreement. As of the Closing, all All of the outstanding shares of the Company's capital stock are, and as of the Closing shall be be, validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. (a) As of the Closing and immediately thereafterthere after, the authorized capital stock of the Company shall consist of 10,000 shares which will be designated as Preferred Stock and 108,150 shares of Common Stock, of which 77,350 shares shall be designated as Class A Common Stock, 15,500 shares shall be designated Class B Common Stock, 7650 shares shall be designated as Class C Common Stock and 7650 shares shall be designated as Class D Common Stock. As of the Closing, 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 Purchase Agreements, 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 Stockholders Agreement and the Purchase Agreements. As of the Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. (ai) As of the Closing and immediately thereafterafter giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company shall consist of 10,000 (a) 175,000 shares of Class A Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"), 125,000 of which will shall be designated as Preferred Stock issued and 108,150 outstanding and (b) 1,500,000 shares of Common Stock, 1,250,000 of which 77,350 shares shall be designated as Class A Common Stock, 15,500 shares shall be designated Class B Common Stock, 7650 shares shall be designated as Class C Common Stock issued and 7650 shares shall be designated as Class D Common Stockoutstanding. As of the Closing, neither the Company nor any of its subsidiaries 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 Agreementplans, except for the Purchase Agreements, the Stockholders Agreement Preferred Stock and the Company's Certificate of IncorporationCommon Stock. As of the Closing, neither the Company nor any of its Subsidiaries 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, as set forth in the Stockholders Agreement and the Purchase AgreementsArticles 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 and the Common Stock to be issued upon the conversion of the Preferred Stock in accordance with the terms of the Articles of Incorporation shall, upon such issuance, be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. (a) As of the Closing closing and immediately thereafter, the authorized capital stock of the Company shall consist of 10,000 shares which will be designated as Preferred Stock and 108,150 250,000 shares of Common Stock, Stock (22,824 of which 77,350 shares shall be designated as Class A Common Stock, 15,500 issued and outstanding) and 500,000 shares of Preferred Stock (none of which shall be designated Class B Common Stock, 7650 shares issued and outstanding and 233,000 of which shall be designated as Class C Common Stock and 7650 shares shall be designated as Class D Common Stockreserved for issuance to the Purchaser pursuant to Section 1B(iii) hereof) . As of the Closing, neither the Company nor any Subsidiary 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 the Management Agreement, the Purchase Agreements, the Stockholders Agreement and the Company's Certificate of Incorporation. As of the Closing, neither the Company nor any Subsidiary 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 Stockholders Management Agreement and the Purchase AgreementsStockholders Agreement. As of the Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. (ai) As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of 10,000 (a) 20,000,000 shares of preferred stock, of which will 260,000 shares shall be designated as Preferred Stock and 108,150 250,000 shares have been designated as Series A Preferred Stock, of which 70,453 shares of Series A Preferred Stock are issued and outstanding, and (b) 100,000,000 shares of Common Stock, of which 77,350 4,459,744 are issued and outstanding and 2,500,001 shares shall be designated as Class A Common Stock, 15,500 shares shall be designated Class B Common Stock, 7650 shares shall be designated as Class C Common Stock and 7650 shares shall be designated as Class D Common reserved for issuance upon conversion of the Preferred Stock. As of the Closing, neither the Company nor any Subsidiary 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 plans, except as contemplated by this Agreement, set forth on the Purchase Agreements, the Stockholders Agreement and the Company's Certificate of Incorporation. attached "Capitalization Schedule." As of the Closing, neither the Company nor any Subsidiary 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 as contemplated by this Agreement, the Stockholders Agreement and the Purchase Agreements. As of the Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. (a) As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of 10,000 shares which will be designated as Preferred Stock and 108,150 40,075,000 shares of Common Stockstock, of which 77,350 75,000 shares shall be designated as Class A Common Stock, 15,500 shares Preferred (63,700 of which shall be designated Class B Common Stock, 7650 issued and outstanding and 8,418.53385 of which shall be reserved for issuances upon exercise of options and warrants granted by the Company) and of which 40,000,000 shares shall be designated as Class C Common Stock and 7650 shares (33,994,652.41 of which shall be designated as Class D Common Stockissued and outstanding; 3,436,136.26 of which shall be reserved for issuances upon exercise of options and warrants granted by the Company; and 764,705.88 shall be reserved for future issuances to executives and employees of the Company and its Subsidiaries). As of the Closing, 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 Purchase AgreementsSenior Management Agreement, the Stockholders Agreement Executive Stock Agreements and the Company's ’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 Stockholders Agreement Senior Management Agreement, the Executive Stock Agreements and the Purchase AgreementsCompany’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company's ’s capital stock shall be validly issued, fully paid and nonassessable.