Common use of Capital Structure of Company Clause in Contracts

Capital Structure of Company. Except as set forth in the Company’s public SEC filings, no shares of the Company’s Common Stock or Preferred Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise (except as described below). All outstanding shares of capital stock of the Company and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except as set forth herein, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote). Except as set forth herein, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which Company is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Company or obligating Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of the Company’s Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Capital Structure of Company. Except as (a) As of the date hereof, the authorized capital stock or other equity interests and the number of issued and outstanding shares or other equity interests of the Company are set forth in the Company’s public SEC filings, no shares of the Company’s Common Stock or Preferred Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise (except as described below). All outstanding shares of capital stock Section 4.03(a) of the Company Disclosure Letter. All of the outstanding shares or other equity interests of each member of the Company Group (the “Company Equity Interests”) have been duly authorized and validly issued, are fully paid and non-assessable (if applicable) and were not issued in violation of any preemptive rights, purchase or call rights, rights of first refusal or subscription rights. The Company Equity Interests represent all shares which may be of the issued pursuant to and outstanding equity interests of the Company Group. Vista Outdoor is, as of the date of this Agreement Agreement, and will be, when issuedimmediately prior to the consummation of the CSG-Vista Outdoor Merger, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rightsthe sole beneficial owner of record of all of the equity interests of Company, and issued in compliance with all applicable state and federal Laws concerning the issuance equity interests of securities. Except as set forth herein, there are no outstanding bonds, debentures, notes or each other indebtedness or other securities member of the Company having Group are solely and beneficially owned (as record owner), as of the right to vote date of this Agreement, by the Person identified on Section 4.03(a) of the Company Disclosure Letter. (or convertible into, or exchangeable for, securities having the right to vote). Except as set forth herein, there b) There are no outstanding securities, options, warrants, calls, warrants or rights of conversion or exchange or other similar rights, commitments, agreements, arrangements or undertakings commitments obligating any member of any kind to which the Company is a party Group to issue or by which Company is bound sell any shares of its capital stock, other equity interests or securities convertible into or exchangeable for its shares or other equity interests, other than as provided in this Agreement, Article VI of the Employee Matters Agreement, the CSG-Vista Outdoor Merger Agreement and the Separation Agreement. There are no repurchase rights or other similar rights, agreements, arrangements or commitments obligating any member of the Company Group to issue, deliver or sell, or cause to be issued, delivered or sold, additional purchase any shares of its capital stock or other equity interests or securities of the Company convertible into or obligating Company to issue, grant, extend exchangeable for its shares or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingother equity interests. There are no outstanding contractual obligationsvoting trusts, commitmentsstockholder agreements, understandings proxies or arrangements other agreements in effect with respect to the voting or transfer of the Company to repurchaseEquity Interests, redeem other than as provided for in this Agreement, the CSG-Vista Outdoor Merger Agreement and the Separation Agreement and other than as provided in the certificate or otherwise acquire articles of incorporation, bylaws or make any payment in respect comparable organizational documents of any shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of the Company’s Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders each member of the Company with respect to securities of the CompanyGroup. The Company Group does not have any stock appreciation rights declared and unpaid dividends or “phantom stock” plans or agreements or any similar plan or agreementother distributions.

Capital Structure of Company. Except as set forth in the Company’s public SEC filingsherein, no shares of the Company’s Common Stock Company common stock or Preferred Stock Company preferred stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise (except as described below). All outstanding shares of capital stock of the Company and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except as set forth herein, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote). Except as set forth herein, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Company or any of its Subsidiaries or obligating Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the CompanyCompany or any of its Subsidiaries. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of the Company’s Common Stock Company common stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Capital Structure of Company. Except as set forth in the Company’s public SEC filingsherein, no shares of the Company’s Common Stock common stock or Preferred Stock preferred stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise (except as described below). All outstanding shares of capital stock of the Company and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except as set forth herein, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote). Except as set forth herein, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which Company is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Company or obligating Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of the Company’s Common Stock common stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Capital Structure of Company. Except as set forth herein, and in the Company’s public SEC filingsDebt Exchange Agreement being executed simultaneously with this Agreement, there are no shares Shares of the Company’s Company Common Stock or Company Preferred Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise (except as described below). All outstanding shares of capital stock of the Company and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except as set forth herein, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote). Except as set forth herein, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Company or any of its Subsidiaries or obligating Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the CompanyCompany or any of its Subsidiaries. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of the Company’s Company Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Capital Structure of Company. Except as set forth in As of the Company’s public SEC filingsdate of this Agreement, the authorized capital stock of Company consists of 40,000,000 shares of Company Common Stock, par value $.001 per share, and 25,000,000 shares of preferred stock, par value $.001 per share. At the close of business on June 30, 1998, 24,999,979 shares of Company Common Stock were issued and outstanding, no shares of the Company’s 's preferred stock were issued and outstanding and 4,112,820 shares of Company's Common Stock or Preferred Stock will be issuable were reserved for issuance under Company's stock plans. The Warrant Shares are duly authorized and have been reserved for issuance upon the exercise of outstanding warrants, convertible notes, options or otherwise (except as described below)the Warrant. All of the outstanding shares of capital stock of Company Common Stock are, and the Company Warrant Shares, when issued against payment therefor and all shares which may be issued pursuant to otherwise in accordance with this Agreement and the Warrant, will be, when issued, duly authorized, validly issued, fully paid and nonassessable. The Warrant, not subject when issued pursuant to preemptive rightsthe terms of this Agreement, and the Warrant Shares, when issued against payment therefor and otherwise in compliance accordance with all applicable this Agreement and the Warrant, will be free of any liens or encumbrances created by or as a result of action or inaction by Company, other than restrictions on transfer under federal and state and federal Laws concerning the issuance of securities. Except securities laws as set forth herein, there and as may be required by future changes in such laws. None of the Warrant Shares, when issued against payment therefor in accordance with this Agreement and the Warrant, will be subject to preemptive rights created by statute, Company's certificate of incorporation or bylaws or any agreement to which Company is a party or bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote general voting rights (or convertible into, or exchangeable for, into securities having the right to vote)such general voting rights( ("Voting Debt") issued and outstanding. Except as set forth above, in ----------- the SEC Documents, or in Schedule 3.5 to the Stock Purchase Agreement, which ------------ schedule is incorporated herein by this reference as if fully set forth herein, as of the date hereof, and except for shares of Company Common Stock issued or issuable in an aggregate amount not to exceed 250,000 shares, (i), there are no outstanding securitiesshares of capital stock or other voting securities of Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, commitmentssubscriptions, or other rights, agreements, arrangements arrangements, or undertakings commitments of any kind character, (A) relating to which the Company is a party issued or by which Company is bound unissued capital stock of Company, (B) obligating the Company to issue, deliver transfer or sell, or cause to be issued, delivered transferred or sold, additional any shares of capital stock or Voting Debt of, or other equity securities of the Company in, or securities convertible into or exchangeable for such shares or equity securities, in Company, or (C) obligating Company to issue, grant, extend extend, or enter into any such securityoption, option, warrant, call, subscription or other right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of the Company’s Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreementcommitment.