Capitalization. The authorized and outstanding securities of the Company immediately prior to the initial investment in the Securities is as set forth in “Securities Being Offered” in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.
Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock or other equity interest in the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except, in each case, where such failure would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Capitalization. Except for issuances pursuant to the exercise of options under the Company's stock option plans, the Company has not issued any capital stock since June 30, 2003. The Offered Shares to be sold pursuant to the Prospectus have been duly authorized, and when issued and paid for in accordance with the terms of the Prospectus will be duly and validly issued, fully paid and nonassessable. The outstanding shares of capital stock of the Company have been duly and validly issued and are fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth on Schedule 2(m) hereto, there are no other outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind to which the Company is a party or of which the Company has knowledge and relating to the issuance or sale of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options. Without limiting the foregoing, except as set forth on Schedules 2(f) and 2(m) hereto, no preemptive right, co-sale right, right of first refusal, registration right, or other similar right exists with respect to the Common Stock or the issuance and sale thereof. No further approval or authorization of any stockholder, the Board of Directors of the Company or of a third party is required for the issuance and sale of the Common Stock. Except as set forth on Schedule 2(m) hereto, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders. The Company does not have any so-called stockholder rights plan or "poison pill" and there are no "shark-repellant" charter or bylaw provisions or so-called "state anti-takeover" statutes applicable, in any case, to all or any portion of the transactions contemplated by the Agreements, including, without limitation, the issuance of the Common Stock.
Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of 120,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, and 28,500,000 shares of preferred stock, par value $.01 per share (the "Company Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of August 24, 1998, (i) 39,398,204 shares of Company Common Stock were issued and outstanding, (ii) 2,348,497 shares of Company Common Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company Disclosure Schedule identifies (i) the holders of each of the Options, (ii) the number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule or ...
Capitalization. The Company’s authorized equity capitalization is as set forth in the Statutory Prospectus, the Registration Statement and the Prospectus. The share capital of the Company conforms in all material respects to the description thereof contained in the Statutory Prospectus, the Registration Statement and the Prospectus.
Capitalization. The authorized capital stock of Raritan consists of 3,500,000 shares of Raritan Common Stock and 2,00,000 shares of preferred stock, $.01 par value per share ("Raritan Preferred Stock"). As of the date hereof, there were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, have been duly authorized and validly issued, are fully paid, and nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such shares.
Capitalization. The authorized capital stock of the Company consists of (i) 70,000 shares of Common Stock of which as of the date hereof 33,737 shares are validly issued and outstanding, fully paid and non-assessable, 5,123 shares of which have been duly and validly reserved for issuance upon conversion of the Senior Preferred Stock, and 2,979 shares of which have been duly and validly reserved for issuance upon conversion of the Series B Preferred Stock, (ii) 5,123 shares of Senior Preferred Stock of which as of the date hereof 5,123 shares are validly issued and outstanding, fully paid and non-assessable, and (iii) 2,979 shares of Series B Preferred Stock, none of which are outstanding as of the date hereof. Except as set forth on SCHEDULE 6.3 or as contemplated by this Agreement, the Senior Preferred Stock Purchase Agreement, the Amended Articles, the Amended and Restated Registration Rights Agreement and Ancillary Agreements, there are outstanding no subscriptions, options, warrants, calls, commitments or rights (including conversion or preemptive rights and rights of first refusal), proxy or shareholder agreements or agreements of any character relating to shares of the Company's capital stock or any instruments that can be converted into shares of the Company's capital stock. None of the shares of the Company's capital stock have been issued in violation of any preemptive right. All issuances, transfers or purchases of the capital stock of the Company have been in compliance with all applicable agreements and all applicable laws, including federal and state securities laws, and all taxes thereon, if any, have been paid. Except as set forth on SCHEDULE 6.3, no former or present holder of any of the shares of capital stock of the Company has any legally cognizable claim against the Company based on any issuance, sale, purchase, redemption or involvement in any transfer of any shares of capital stock by the Company. Except as contemplated by this Agreement, the Senior Preferred Stock Purchase Agreement or as set forth on SCHEDULE 6.3, there are no contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which shareholders of the Company may vote are issued or outstanding. Except for this Agreement, the Senior Preferred Stock Purchase ...
Capitalization. The authorized capital stock of the Company consists of 70,000,000 Shares of common stock and 30,000,000 shares of undesignated preferred stock. As of the date hereof, (i) 10,078,838 Shares are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, (ii) no shares of preferred stock of the Company are issued or outstanding and (iii) 692,358 shares of Common Stock are issuable on exercise of outstanding stock options granted pursuant to the Company's Plans, and (iv) 15,950 shares of Common Stock are issuable upon exercise of warrants (the "Warrants"). Except as set forth above, no shares of capital stock or other equity securities of the Company are issued or outstanding. There are no 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) on any matters on which stockholders of the Company may vote. Except as contemplated by this Agreement, there are no shareholder, voting trust, or other agreements or understandings to which the Company or any of its Subsidiaries is a party or to which any of them are bound, or, to the knowledge of the Company, any irrevocable proxies, relating to the voting of any shares of the capital stock or other equity securities of the Company or any of its Subsidiaries. Except as set forth in this Section or in the Company Disclosure Schedule, there are no options, warrants or other rights relating to the capital stock of the Company or any Subsidiary obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Subsidiary. All shares of Common Stock subject to issuance as aforesaid, 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 nonassessable. There are no commitments, understandings, restrictions or arrangements obligating the Company to purchase, redeem or acquire, nor is the Company party to any agreement granting preemptive or registration rights relating to, shares of capital stock of the Company.
Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between...
Capitalization. Schedule 4.3 sets forth the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the S...
