Capital Stock of Company Sample Clauses

Capital Stock of Company. The authorized capital stock of COMPANY is as set forth in Schedule 5.3. All of the issued and outstanding shares of the capital stock of COMPANY are owned by the STOCKHOLDERS in the amounts set forth in Schedule 5.3 and further, except as set forth in Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. The STOCKHOLDERS are the sole stockholders of COMPANY. Except as disclosed in Schedule 5.3 hereto, each STOCKHOLDER has at all times during the two (2) year period immediately preceding the date hereof owned or maintained sole equitable and beneficial interest in all of the issued and outstanding shares of the capital stock of COMPANY as to which such STOCKHOLDER is the registered holder, as set forth in Schedule 5.3 hereto. All of the issued and outstanding shares of the capital stock of COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of any preemptive rights of any past or present stockholder.

Capital Stock of Company. The authorized capital stock of Company consists of One Million (1,000,000) shares of Preferred Stock of $0.01 par value, non issued and Ninety Nine Million (99,000,000) shares of $0.01 par value common stock (the "Company Common Stock"), of which Forty Four Million, Nine Hundred Sixty Five Thousand, (44,965,724) shares representing the Outstanding Shares are issued and outstanding. All of the Company Common Stock has been validly issued and are fully paid and non-assessable.

Capital Stock of Company. (a) Schedule 4.6(a) sets forth a true and complete list for Company as of Closing of the number of all Stock authorized and issued and outstanding (including a description of the class or series of all such outstanding shares and all Stock issued as a result of the exercise of all Stock Options and Warrants), the record owners thereof and the amount and percentage of ownership of such Stock or equity interests. (b) Except as disclosed on Schedule 4.6(b): (i) all outstanding Stock of Company are duly authorized, validly issued, fully paid and non-assessable and are owned of record as set forth in Schedule 4.6(a); (ii) none of such Stock are subject to any preemptive rights; (iii) neither Company nor any Majority Stockholder has any commitment or obligation, either firm or conditional, to issue, deliver or sell, or cause to be issued, delivered or sold, under offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights or otherwise, any Stock or other securities including securities or obligations outstanding which are convertible into or exchangeable for any Stock, other Equity Securities, or ownership interests, upon payment of any consideration or otherwise; and (iv) there are no voting trusts, voting agreements, stockholder agreements, proxies or other agreements or understandings with respect to the Stock to which Company is a party. (c) Company does not own, directly or indirectly, any equity, capital (whether equity or debt) or profit interest in any corporation, partnership, association, business trust, joint venture or other business entity.

Capital Stock of Company. The Common Stock to be issued by the Company pursuant to this Agreement 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, and will be free from restrictions on transfer other than restrictions on transfer under this Agreement or the Securityholders' Agreement and under applicable state and federal securities laws. No Person has any preemptive or similar rights with respect to the Common Stock, and neither the parties hereto nor subsequent holders in due course of such Common Stock will be entitled to any such preemptive or similar rights other than as set forth in this Agreement. The authorized capital stock of the Company consists of 300,000,000 shares of Common Stock, of which 23,500,000 shares will be issued and outstanding following the Closing, and 50,000,000 shares of preferred stock, of which none has been designated or issued by the Company. The Company has reserved Common Stock for issuance in the amounts and for the purposes that follow: (i) 137.5 million shares of Common Stock have been reserved for issuance upon exercise of the Priceline Warrant; and (ii) 666,667 shares of Common Stock have been reserved for issuance upon exercise of the warrant held by BDS Business Center, Inc.; (iii) 65,000 shares of Common Stock have been reserved for issuance upon exercise of the warrant held by Xxxxxxx Xxxxxxx; and (iv) 17,333,333 shares of Common Stock have been reserved for issuance upon the exercise of certain employee options to be granted pursuant to the Company's Omnibus Employee Equity Plan, of which 12,911,749 shares relate to options that have been granted as of the date thereof. Except as set forth above, (i) no shares of Capital Stock of the Company have been reserved for issuance for any reason; (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire Capital Stock of the Company is authorized or outstanding; and (iii) the Company has made no commitment to issue shares, subscription, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its Capital Stock any evidence of indebtedness or asset.

Capital Stock of Company. Schedule A hereto sets forth a true and complete list of the number of shares of all capital stock and options authorized, issued and outstanding as of a recent date.

Capital Stock of Company. The authorized capital stock of Company consists of 10,000 shares of Company Stock, of which 1,250 shares are issued and outstanding and owned of record and beneficially by Stockholders in the amounts set forth in Section 2.1; and, as of the Closing Date, such shares will be owned free and clear of all mortgages, liens, security interests, pledges, voting trusts, restrictions, encumbrances and claims of every kind (collectively, the "Liens"). All of the issued and outstanding shares of Company Stock (i) have been duly authorized and validly issued and (ii) are fully paid and nonassessable. Further, none of such shares was issued in violation of the preemptive rights of any past or present stockholder.

Capital Stock of Company. (a) The authorized capital stock of the Company consists of: (i) 5,000,000 shares of preferred stock of the Company, no par value per share, of which no shares are issued and outstanding; and (ii) 25,000,000 shares of Common Stock, no par value, $.001 stated value per share, of which 9,849,917 shares are issued and outstanding (including the offering contemplated hereunder) and all such outstanding shares are validly issued, fully paid and nonassessable, (iii) 700,000 shares of Common Stock have been reserved for issuance pursuant to the Company's 1995 Long Term Incentive Plan (of which options to purchase 365,852 shares of Common Stock have been granted and are outstanding), (iv) 360,000 shares of Common Stock have been reserved for issuance pursuant to the Company's 1995 Director Option Plan (of which options to purchase 228,000 shares of Common Stock have been granted and are outstanding), and (iv) 839,000 shares of Common Stock have been reserved for issuance pursuant to existing non-plan stock options. (b) There are no preemptive or similar rights to purchase or otherwise acquire shares of capital stock of the Company pursuant to any provision of law or the Amended and Restated Certificate of Incorporation or By-Laws of the Company or by agreement or otherwise. Except as set forth in this Section 2.4, there are no outstanding subscriptions, warrants, options or other rights or commitments of any character to subscribe for or purchase from the Company, or obligating the Company to issue, any shares of capital stock of the Company or any securities convertible into or exchangeable for such shares.

Capital Stock of Company. The Cerner Shares to be ------------------------ purchased by Cerner pursuant to this Agreement have 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. The issuance of the Cerner Shares is not subject to preemptive or similar rights and, except as contemplated by the Stockholders' Agreement, holders of the Cerner Shares will not be entitled to any preemptive or similar rights. As of the Closing, after giving effect to the issuance of the Cerner Shares, the authorized capital stock of the Company will consist of 10,000,000 shares of Common Stock, of which 1,248,439 shares of Common Stock will be issued and outstanding in total, of which Avicenna will own 1,000,000. The Company will have outstanding no other shares of capital stock and no securities convertible into or exchangeable for, or warrants, options or other rights to acquire from the Company, or other obligations of the Company to issue, directly or indirectly, any shares of capital stock of the Company, other than the THINC Warrants and the right of Cerner to additional Common Stock set out in Section 2.05 of the Stockholders Agreement. Except as set forth above, no shares of capital stock of the Company have been reserved for issuance for any reason and there are no plans or arrangements in existence relating to the issuance of shares of capital stock of the Company.

Capital Stock of Company. The authorized capital stock of Company consists of the following: (a) Company Common Stock 175,000,000 authorized shares and 108,202,786 issued and outstanding as of the date hereof; (b) 42,082,544 of shares of Company Common Stock reserved for issuance for the exercise, conversion or vesting of all issued or granted Derivative Securities, including 2,984,000 options to purchase Company Common Stock (the "Company Options") granted under the equity incentive plan of the Company (the "Company Option Plan"), warrants to purchase 6,727,443 shares of Company Common Stock, and 32,371,101 restricted stock units ("RSUs"). (c) There are no shares of Company Common Stock or any Company Derivative Security held in the treasury of Company. (d) There are no Derivative Securities issued by Company (or otherwise outstanding) other than as described in Section 3.2(b); (e) Section 3.2(e) of the Company Disclosure Letter sets forth the material information with respect to each Derivative Security issued by Company as of the date hereof. (f) Company has made available to Parent accurate and complete copies of the Company Option Plan and each agreement, instrument or certificate evidencing a Derivative Security. All shares of Company Common Stock subject to the issuance upon the exercise, conversion or vesting of any Derivative Security, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Except for the Company Option Plan and the outstanding RSUs, Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person. (g) Except as set forth in Section 3.3(g) of the Company Disclosure Letter, all outstanding shares of Company Common Stock and all outstanding Company Options under the Company Option Plan have been issued and granted in compliance in all material respects with: (i) all applicable Laws and Orders or otherwise put into effect by or under the authority of any Governmental Entity; and (ii) all requirements set forth in applicable Contracts and the Company Option Plan. (h) There are no registration rights, and there is no voting trust, proxy, rights plan, antitakeover plan or other agreement or understanding to which Company is a party or by which it is bound, with respect to any equity security of any class of Company. (i) Except for the Derivat...

Capital Stock of Company. Each share of Company Common Stock that is issued and outstanding at the Effective Time, as set forth in Section 3.7, other than Dissenting Shares, shall automatically be cancelled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive 0.5 shares of MSC Common Stock (the “Exchange Ratio”) for each share of Company Common Stock. All such Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the MSC Common Stock paid in consideration therefor upon the surrender of such certificate in accordance with this Agreement.