Capital Stock of the Purchaser. Each share of the common stock of the Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.
Capital Stock of the Purchaser. 5.03.1 The authorized capital stock of the Purchaser consists of 100,000,000 common shares of no par value of which one common share is issued and outstanding on the date hereof to and 50,000,000 Exchangeable Non-Voting Shares with no par value of which no shares are issued and outstanding. Each Exchangeable Non-Voting Share shall:
(a) be non-voting as to matters concerning the Purchaser (such that all voting shares of the Purchaser will be and remain held by the Parent); however, as stated above in paragraph 2.03, the holder of Exchangeable Non-Voting Shares will be entitled to voting rights in the Parent as is equivalent to the number of Exchangeable Non-Voting Shares held by each Shareholder as if each Shareholder held an equivalent number of Parent Common Shares;
(b) entitle the holder thereof (the "Holder") to dividend rights equal, after conversion into Canadian dollars based on the Canadian/U.S. exchange rate in effect on the record date thereof, to the per share dividend rights of Parent Common Shares;
(c) entitle the Holder, on a liquidation of the Purchaser, to receive in exchange for each Exchangeable Non-Voting Share one Parent Common Shares for a period ending on the twenty-fifth anniversary of the Closing Date; and
(d) entitle the Holder, at his or her election from time to time for a period ending on the twenty-fifth anniversary of the Closing Date, upon 30 days' written notice given by such Holder to the Purchaser, to require the Purchaser to redeem any or all Exchangeable Non-Voting Shares and to exchange therefor, on a share for share basis, Parent Common Shares (the "Right of Retraction"),
5.03.2 The Parent and the Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Holder of Exchangeable Non-Voting Shares, including any dividend payments in respect of the Exchangeable Non-Voting Shares, such amount as the Parent or the Purchaser is required or permitted to deduct and withhold with respect to such payment under the United States Internal Revenue Code, the Income Tax Act (Canada) or any provision of state, provincial, local or foreign tax law. The Parent and the Purchaser shall not initially withhold any United States Tax on dividends paid on the Exchangeable Non-Voting Shares. However, if any United States taxing authority determines that the Parent or the Purchaser is liable for United States withholding Tax on dividends paid to the Holders on the Exchangeable Non-Voting Shares, the Purchas...
Capital Stock of the Purchaser. Each issued and outstanding share of capital stock of the Purchaser, immediately prior to the Effective Time, shall be converted into one share of Common Stock of the Surviving Corporation (collectively, the "New Shares").
Capital Stock of the Purchaser. (a) The authorized capital stock of the Purchaser consists of (A) fourteen million (14,000,000) shares of Purchaser Common Stock, of which, immediately prior to the Closing, three million two hundred twelve thousand nine hundred sixty-two (3,212,962) shares were issued and outstanding and one million seven hundred thirty thousand two hundred sixty-three (1,730,263) shares were held in the Purchaser's treasury, and (B) and one million (1,000,000) shares of preferred stock, par value $0.01 per share, of which no shares are issued or outstanding. As of the Closing Date, but without giving effect to the transactions contemplated under the Transaction Documents, there will be issued and outstanding options to acquire one million seven hundred sixty thousand four hundred fifty-four (1,760,454) shares of Purchaser Common Stock and issued and outstanding warrants to acquire three hundred twenty-one thousand two hundred ninety-six (321,296) shares of Purchaser Common Stock. Except as set forth in this Section 4.4 or Schedule 4.4, immediately prior to the Closing, neither the Purchaser nor any of its subsidiaries have outstanding (i) any securities convertible into or exchangeable for any share of capital stock, (ii) any rights or warrants 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 other character relating to the issuance of, any capital stock, or (iii) any stock or securities convertible into or exchangeable for any of the securities set forth in clauses (i) or (ii) of this sentence. All of the issued and outstanding shares of Purchaser Common Stock have been duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights (other than as disclosed on Schedule 4.4). All issued and outstanding shares of Purchaser Common Stock were offered, issued, sold and delivered by the Purchaser in compliance with (or pursuant to exemptions from) all applicable state and federal laws governing the offer and sale of securities. None of such shares was issued in violation of the preemptive rights of any stockholder. Except as set forth on Schedule 4.4, there are no bonds, debentures, notes or other indebtedness of the Purchaser having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Purchaser may vote and there are no ...
Capital Stock of the Purchaser. The authorized capital stock of the Purchaser consists of 100,000,000 shares of common stock, $.01 par value per share (the "Purchaser Common Stock"), and 20,000,000 shares of preferred stock, $.01 par value per share, of which 3,450,000 shares have been designated as $3.625 Series A Convertible Preferred Stock (the "Convertible Preferred Stock"). As of the date hereof, (a) 64,001,901 shares of Purchaser Common Stock are issued and outstanding, (b) 3,450,000 shares of Convertible Preferred Stock are issued and outstanding, (c) an aggregate of approximately 4,500,000 shares of Purchaser Common Stock are reserved for issuance under the Purchaser's Employee Stock Purchase Plan, Employee Stock Option Plan and Incentive Stock Option Plan and (d) approximately 5,324,000 shares of Purchaser Common Stock are reserved for issuance upon conversion of the Convertible Preferred Stock. All outstanding shares of capital stock of the Purchaser have been duly authorized and validly issued, are fully paid and non-assessable and are free from pre-emptive rights. Except as set forth in the SEC Reports, there are no options, warrants, convertible or exchangeable securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Purchaser or obligating the Purchaser to issue or sell any shares of capital stock of, or any other interest in, the Purchaser. All shares of Purchaser Common Stock reserved for issuance as aforesaid or issuable pursuant to this Agreement, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. Except as set forth in the SEC Reports or as contemplated by this Agreement, there are no material outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of Purchaser Common Stock, or to provide funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any other Person, other than a Subsidiary of Purchaser.
Capital Stock of the Purchaser. When issued, the Purchaser ------------------------------ Stock constituting the Purchase Price will be duly authorized, validly issued, fully paid and nonassessable and will not be issued in violation of any pre- emptive rights. There are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of such Purchaser Stock. Other than the requirement of compliance with the Securities Act and the Securities Exchange Act of 1934, as amended, and the provisions of Sections 1.03 and 1.04, there shall be no restrictions on the right of the Sellers to sell and transfer the Purchaser Stock.
Capital Stock of the Purchaser. The authorized capital stock of the Purchaser consists of 12,000,000 shares of Voting Common Stock, 2,250,000 shares of non-voting common stock, $.01 par value per share (the "Non-Voting Common Stock") and 7,000,000 shares of preferred stock, $.01 par value per share (the "Preferred Stock") of which 3,179,368 shares of Voting Common Stock, 112,942 shares of Non-Voting Common Stock and 148,247 shares of Preferred Stock are duly and validly issued, outstanding, fully paid and nonassessable and of which 8,820,632 shares of Voting Common Stock, 2,237,508 shares of Non-voting Common Stock and 6,851,753 shares of Preferred Stock are authorized but unissued. Except as set forth in Schedule 4.6, 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 the Purchaser. No capital stock of the Purchaser has been issued in violation of any federal or state law. Except for the proposed arrangement described in Section 9.11 hereof, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the Purchaser's capital stock to which the Purchaser is a party.
Capital Stock of the Purchaser. 5.03.1 The authorized capital stock of the Purchaser consists of 10,000,000 common shares no par value of which one common share is issued and outstanding on the date hereof to and in the name of the Parent and 4,000,000 Exchangeable Non-Voting Shares with no par value of which no shares are issued and outstanding. Each Exchangeable Non-Voting Share shall:
Capital Stock of the Purchaser. At and as of the Parent Effective Time, each outstanding Purchaser Share shall continue to remain outstanding.
Capital Stock of the Purchaser. Each share of the capital stock of the Purchaser issued and outstanding immediately prior to the Effective Time shall remain a validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
