Capital Stock of Buyer. Each issued and outstanding share of common stock of Buyer shall be converted into and become one fully paid and non-assessable share of common stock, $0.0l par value per share, of the Surviving Corporation.
Capital Stock of Buyer. The authorized capital stock of Buyer consists of (i) 55,000,000 shares of common stock, $.001 per share, of which 14,638,814 shares were duly and validly issued and outstanding, fully paid and non-assessable as of December 2, 1999; and (ii) 5,000,000 shares of preferred stock, $1.00 per share, of which no shares are issued and outstanding. Except for options to purchase up to 2,810,539 shares of Buyer Stock which were granted under the Buyer's 1996 Stock Plan and 1995 Stock Plan which remain outstanding and unexercised as of December 1, 1999, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any shares of Buyer Stock. The Restricted Shares have been duly authorized and issued, are fully paid and non-assessable, were issued in accordance with applicable securities laws and, except as contemplated under Section 6.4, are free and clear of any and all liens, encumbrances, charges or claims.
Capital Stock of Buyer. (a) The authorized capital stock of Buyer consists of (i) 25,000,000 shares of Common Stock, of which, as of August 10, 1999, 13,683,584 shares of Common Stock were issued and outstanding (each together with a Common Stock purchase right (the "Buyer Rights") issued pursuant to the Rights Agreement, dated as of August 23, 1996 by and between Buyer and American Stock Transfer & Trust Company), and 394,466 shares of Common Stock were issued and held as collateral for lease obligations of Buyer; and (ii) one million shares of Preferred Stock ("Buyer Preferred Stock"), designated as follows: (A) 217,600 shares of Series A Variable Rate Convertible Preferred Stock, $6.25 stated value per share, none of which shares, as of the date hereof, are issued and outstanding, (B) 142,223 shares of Series B Variable Rate Convertible Preferred Stock, $5.21 stated value per share, none of which shares, as of the date hereof, are issued and outstanding, (C) 100,000 shares of 4% $100 Series C Convertible Preferred Stock, $100 stated value per share, none of which shares, as of the date hereof, are issued and outstanding, (D) 1,000 shares of 7% Series D Convertible Preferred Stock, $10,000 stated value per share, of which, as of the date hereof, 50 shares are issued and outstanding and (E) 50 shares of 7% Series D-2 Convertible Preferred Stock, $10,000 stated value per share, none of which shares, as of the date hereof, are issued and outstanding. All of the outstanding shares of Common Stock are duly authorized and validly issued and none fully paid and nonassessable. Except for the outstanding shares of the Common Stock and the Buyer Preferred Stock, as of the date hereof, there are no shares of capital stock or other equity securities of Buyer outstanding. The shares of Common Stock have not been issued in violation of, and none of the shares of Common Stock is subject to any preemptive or subscription rights.
(b) The Common Stock constitutes the only class of equity securities or Buyer or its subsidiaries registered or required to be registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Capital Stock of Buyer. The authorized capital stock of Buyer consists of 16,000,000 shares of common stock, par value $.01 per share, of which 4,965,097 shares were issued and outstanding as of January 24, 2000, and 4,000,000 shares of preferred stock, par value $.01 per share, of which none are issued and outstanding. All outstanding shares were offered, issued, sold and delivered by Buyer in compliance with all applicable state and federal laws concerning the issuance of securities.
Capital Stock of Buyer. (a) The authorized capital stock of Buyer consists of 100,000,000 shares of Buyer Common Stock, of which 73,573,467 shares were issued and outstanding as of March 31, 2008, and 5,882,352 shares of preferred stock, no par value per share, of which no shares are issued and outstanding. All of such outstanding shares are or have been, and all of the shares of Buyer Common Stock to be issued to Seller on the Closing Date, when so issued, will be, duly authorized, validly issued, fully paid and nonassessable, free of preemptive rights and Liabilities created by statute, Buyer’s certificate of incorporation or by-laws or any agreement to which Buyer is a party or by which Buyer is bound, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. No shareholder approval or any other approvals are required for the issuance of the shares of the Buyer Common Stock to be issued to Seller at the Closing, and Buyer has reserved such shares for issuance to Seller.
(b) Except as disclosed in the Buyer SEC Documents, (i) no option, warrant, call, subscription right, conversion right or other contract or commitment of any kind exists of any character, written or oral, which may obligate Buyer to issue or sell, or by which any shares of capital stock may otherwise become outstanding and (ii) Buyer has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof.
Capital Stock of Buyer. Subject in all respects to the terms and conditions of this Agreement, the Shares to be issued pursuant to this Agreement (i) will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, or by Buyer’s certificate of incorporation or by-laws or any agreement to which Buyer is a party or is bound, and (ii) will, when issued, be listed on the New York Stock Exchange. Buyer has reserved for issuance a sufficient number of authorized and unissued shares of its common stock to complete the transactions contemplated by this Agreement.
Capital Stock of Buyer. As of the date hereof, the authorized capital ---------------------- stock of Buyer consists of 10,000 shares of Buyer Common Stock. As of the date hereof, 1,800 shares of Buyer Common Stock are issued, outstanding, fully paid and non assessable. As of the date hereof, no shares of Buyer Common Stock are reserved for issuance upon exercise of outstanding stock options, warrants or otherwise, except for shares of Buyer Common Stock reserved for issuance pursuant to Buyer's 1998 Stock Option and Incentive Plan. Except for options outstanding under Buyer's 1998 Stock Option and Incentive Plan, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of Buyer. No capital stock of Buyer has been issued in violation of any federal or state law or in violation of any preemptive rights or any other rights of any person. There are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of any capital stock of Buyer to which Buyer is a party. Buyer has no Subsidiaries.
Capital Stock of Buyer. (a) As of the date of this Agreement, the authorized capital of Buyer consists of 50,000,0000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share..
(b) As of the date of this Agreement, a total of 7,376,690 shares of Buyer’s common stock are issued and outstanding (not including 40,000 issued and outstanding restricted stock units) and no shares of Buyer’s preferred stock are issued and outstanding.
(c) Buyer has reserved an aggregate of 1,048,772 shares of Buyer’s common stock for issuance pursuant to outstanding options and warrants.
(d) Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities or contracts or obligations of any kind (contingent or otherwise) to which Buyer is a party or by which it is bound obligating Buyer, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of Buyer or obligating Buyer to issue, grant, extend or enter into any such security, option, warrant, call, right, contract or obligation. There are no outstanding obligations of the Buyer (contingent or otherwise) to repurchase, redeem or otherwise acquire, directly or indirectly, any equity interests of Buyer. There are no outstanding stock-appreciation rights, stock-based performance units, “phantom” stock rights or other contracts or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance or other attribute of Buyer or its businesses or assets or calculated in accordance therewith. There are no agreements among Buyer’s equityholders with respect to the voting or transfer of Buyer’s equity interests or with respect to any other aspect of Buyer’s affairs. There are no bonds, debentures, notes or other Indebtedness of Buyer outstanding having the right to vote (or convertible into, or exchangeable for, equity having the right to vote) on any matters on which any equityholders of Buyer may vote.
Capital Stock of Buyer. Buyer Parent holds of record and owns beneficially and, as of Closing, will hold of record and will own beneficially, all of the Capital Stock of Buyer, which consists and will consist, as of Closing, of one thousand (1,000) shares of common stock, par value $0.01 per share, free and clear of any and all Liens, except for any restrictions on sales of securities under applicable securities Laws. The Capital Stock of Buyer has been issued in compliance with applicable Law and is duly authorized, validly issued, fully paid and non-assessable and free of any purchase or call option, right of first refusal, preemptive right, subscription right or other similar Right with respect thereto. Except for this Agreement, neither Buyer Parent nor Buyer is a party to any Rights or contracts, agreements or commitments that would require Buyer Parent or Buyer to sell, transfer, issue or otherwise dispose, or that relates to or otherwise involves any actual or possible sale, transfer, issuance or other disposal by Buyer Parent or Buyer, of any Capital Stock of Buyer Parent or Buyer. Buyer Parent is not a party to any voting trust, proxy or other agreement or understanding (other than in its Governing Documents) with respect to the voting of the Capital Stock of Buyer held by it.
Capital Stock of Buyer. Subject in all respects to the terms and conditions of this Agreement, the Deferred Delivery Shares to be issued pursuant to this Agreement (i) will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, or by Buyer’s Certificate of Incorporation or By-laws or any agreement to which Buyer is a party or is bound, and (ii) will, when issued, be listed on the New York Stock Exchange. Buyer has reserved for issuance a sufficient number of authorized but unissued shares of its common stock to complete the transactions contemplated by this Agreement.
