Capitalization; Securities. (a) As of the date hereof, the authorized capital stock of the Company consists of (i) 80,000,000 shares of Common Stock, of which 31,788,288 shares were outstanding as of July 13, 1999, 6,034,079 are reserved for issuance under the Option Plans, 4,732,333 are reserved for issuance pursuant to the Company Warrants and 23,262 shares are reserved for issuance pursuant to the option granted to Xxxx X. Xxxxxxxx, which is disclosed on Schedule 3.04(d) hereto, and (ii) 10,000,000 shares of preferred stock, without par value, of which no shares are outstanding, no shares have been designated and no shares are reserved for issuance. All of such outstanding shares of Common Stock were duly authorized and validly issued and are fully paid and non-assessable and are validly listed for trading on the NYSE.
(b) Except for the Company Warrants and the options granted pursuant to the Option Plans or as set forth on Schedule 3.04(b) hereto, there are no authorized or outstanding (or any obligations to authorize or issue) Derivative Securities.
(c) As of the date hereof, the Company and its Subsidiaries have no outstanding Indebtedness other than (i) Indebtedness outstanding pursuant to the Credit Agreement not in excess of $500,000,000 in principal amount in the aggregate, (ii) Senior Subordinated Notes with an aggregate principal amount of $625,000,000, (iii) inter-company Indebtedness among Subsidiaries of the Company or among Subsidiaries of the Company and the Company, and (iv) other Indebtedness not in excess of $25,000,000 in principal amount in the aggregate. A true, complete and correct copy of each of the Credit Agreement, the Indenture and each other instrument or agreement governing Indebtedness of the Company or any of its Subsidiaries the principal amount of which exceeds $10,000,000, including the respective exhibits and schedules thereto and any other material documents executed in connection therewith, has been delivered to the Investor.
(d) Subject to the filing of the Certificates of Designations with the Secretary of State of the State of Delaware, the shares of Preferred Stock to be issued pursuant to this Agreement have been duly and validly authorized and, when issued as contemplated by this Agreement, will have been validly issued and will be fully paid and nonassessable. The Conversion Shares have been duly and validly authorized and validly reserved for issuance, and when issued upon the conversion of the Senior Preferred Stock will have been vali...
Capitalization; Securities. (a) Upon the Closing and after giving effect to the Confirmation Order, the Plan and the Investment, the authorized capital stock of the reorganized Company shall consist solely of Common Shares. Upon the Closing (after giving effect to the Confirmation Order, the Plan and the Investment), 1,000 Common Shares, representing 100% of the total equity capital of the Company on a Fully Diluted Basis, shall be issued to the Investor. Upon the Closing Date, all of such Common Shares to be issued and delivered to the Investor pursuant to the terms hereof shall have been duly authorized and validly issued, fully paid, nonassessable and not subject to preemptive or similar rights of third parties. Upon the Closing and after giving effect to the Confirmation Order and the Plan, (i) there shall be no voting trusts, voting agreements, proxies, first refusal rights, first offer rights, co-sale rights, options, transfer restrictions or other agreements, instruments or understandings (whether oral, formal or informal) with respect to the voting, transfer or disposition of capital stock of the Company or any Subsidiary to which the Company or any Subsidiary is a party or by which it is bound, or, to the Knowledge of the Company, among or between any Persons other than the Company or any Subsidiary (as the case may be), except as set forth in this Agreement, and (ii) there shall be no options, warrants, stock appreciation rights, restricted stock units, calls, commitments or agreements of any character to which the Company or any Subsidiary is a party, or by which the Company or any Subsidiary is bound, calling for the issuance of shares of capital stock or other Equity Securities of the Company or any Subsidiary or for settlement in cash based upon the value of any such Equity Securities, or other arrangement to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound to acquire, at any time or under any circumstance, capital stock of the Company or any Subsidiary or any such Equity Securities. The rights, preferences and privileges of the capital stock of the Company shall be as set forth in the Certificate of Incorporation of the Company, as amended pursuant to the Plan and in effect upon the Closing, in the form approved by the Investor.
Capitalization; Securities. Upon the Closing and after giving effect to the Confirmation Order, the Plan, the Merger, the Investment and the Other Investments, the issued and outstanding capital stock of the Company shall consist solely of New Common Stock as provided on Schedule 3.05. Except as set forth on Schedule 3.05, upon the Closing and after giving effect to the Confirmation Order, the Plan, the Merger, the Investment and the Other Investments, there will not be any outstanding subscriptions, options, warrants, commitments, agreements or arrangements related to the issuance or sale of outstanding Equity Securities or securities or other instruments convertible into or exchangeable for any Equity Securities of the Company. Upon the Closing, the New Common Stock to be issued and delivered to each Investor pursuant to the terms hereof, shall have been duly authorized and validly issued, fully paid, nonassessable and not subject to preemptive or similar rights of third parties or reserved for issuance in accordance with the terms of the Plan and Confirmation Order. The rights, preferences and privileges of the capital stock of the Company shall be as set forth in the Certificate of Incorporation of the Company, as amended pursuant to the Plan and in effect upon the Closing in the form attached as Exhibit C to the Merger Agreement. Section 3.06
Capitalization; Securities. Upon the Closing and after giving effect to the Confirmation Order, the Plan and the Investment, the authorized, issued and outstanding capital stock of the reorganized Company shall consist solely of New Common Stock. Upon the Closing Date, the New Common Stock to be issued and delivered to the Investor pursuant to the terms hereof, shall have been duly authorized and validly issued, fully paid, nonassessable and not subject to preemptive or similar rights of third parties or reserved for issuance in accordance with the terms of the Plan and Confirmation Order. The rights, preferences and privileges of the capital stock of the Company shall be as set forth in the Certificate of Incorporation of the Company, as amended pursuant to the Plan and in effect upon the Closing.
Capitalization; Securities. The authorized capital of the Borrower consists of the securities shown on Exhibit D hereto. All outstanding shares of stock of the Borrower are duly and validly authorized and issued, fully paid and nonassessable, and were issued in compliance with all applicable state and federal securities laws. Except as shown on Exhibit D, (i) there are no outstanding options, warrants, rights (including conversion privileges and preemptive rights) or agreements for the purchase or acquisition from the Borrower of any shares of its capital stock, and (ii) the Borrower is not a party or subject to any agreement or understanding, and, to the Borrower’s knowledge, there is no agreement or understanding between any Persons which affects or relates to the voting or giving of written consents with respect to any security, provided that this representation shall not be deemed to be breached if Borrower gives Agent written notice promptly after Borrower in the future becomes aware of any such agreement or understanding.
Capitalization; Securities. All stock to be issued to Lender in connection with this Agreement and the Note when issued in accordance with the terms of this Agreement and the documents relating thereto and for the consideration therein stated, will be duly and validly issued, fully paid and nonassessable and, assuming the accuracy of the Lender's representations and warranties herein, such securities will be free of restrictions on transfer, other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.
Capitalization; Securities. Upon the Closing and after giving effect to the Confirmation Order, the Plan and the Investment, the authorized capital stock of the reorganized Company shall consist solely of (i) two hundred million (200,000,000) Class A Common Shares, the principal terms of which are set forth in Exhibit A attached hereto, (ii) five million (5,000,000) Class B Common Shares, the principal terms of which are set forth in Exhibit A attached hereto, (iii) twenty million two hundred fifty thousand (20,250,000) Class A-1 Warrants, the principal terms of which are set forth in Exhibit B attached hereto, (iv) four million (4,000,000) Class A-2 Warrants, the principal terms of which are set forth in Exhibit C attached hereto, (v) twenty-four million two hundred fifty thousand (24,250,000) Class A Preferred Shares, the principal terms of which are set forth in Exhibit D attached hereto, (vi) eighty-five million (85,000,000) Class B Preferred Shares, the principal terms of which are set forth in Exhibit E attached hereto and (vii) at the option of the Company, up to three (3) Class C Preferred Shares, issuable in up to three (3) series, the principal terms of which are set forth in Exhibit F attached hereto, which, in each case, will be authorized and issued or reserved for issuance. Upon the Closing (prior to giving effect to the Investment) there shall not be outstanding any (A) Class A Common Shares, other than (x) up to twenty-seven million three hundred fifty thousand (27,350,000) Class A Common Shares to be issued by the Company to or for the benefit of the Constituents upon the Effective Date and (y) up to three million seven hundred fifty thousand (3,750,000) Class A Common Shares to be issued by the Company to members of management of the Company upon the Effective Date; (B) Class B Common Shares, (C) Class A-1 Warrants, other than (x) up to eleven million five hundred thousand (11,500,000) Class A-1 Warrants to be issued to or for the benefit of the Constituents upon the Effective Date and (y) up to three million seven hundred fifty thousand (3,750,000) Class A-1 Warrants to be issued by the Company to members of management of the Company upon the Effective Date; provided, that the Company may elect to have comparable options issued in place of Class A-1 Warrants described in this subsection and this Agreement shall be deemed to be amended to reflect such issuance, (D) Class A Preferred Shares other than (x) up to fifteen million five hundred thousand (15,500,000) Class...
Capitalization; Securities. (a) As of the date hereof, the authorized and outstanding capital stock and outstanding Convertible Securities of the Bank are as set forth in Schedule 4.04(a). Except as set forth in Schedule 4.04(a), the Bank has no obligations to issue or sell any other capital stock or Convertible Securities.
(b) All outstanding shares of Common Stock (including the Transaction Shares) were duly authorized and validly issued and are fully paid and non-assessable.
(c) Except as set forth in Schedule 4.04(c), the Bank and its Subsidiaries are not a party to any agreements (other than this Agreement) with respect to the governance or management of the Bank and any of its Subsidiaries or the exercise of voting rights in respect of equity securities of the Bank and any of its Subsidiaries.
Capitalization; Securities. Section 3.03.
Capitalization; Securities. (a) The Company has no obligations to issue or sell any other capital stock other than common stock reserved for issuance upon exercise of outstanding stock options as described in the Disclosure Schedules.
(b) All outstanding common stock of the Company were duly authorized and validly issued and are fully paid and non-assessable.
(c) The Company is not a party to any Contracts with respect to the governance or management of the Company or the exercise of voting rights in respect of equity securities of the Company.
(d) KEXIM is, or at Closing will be. the sole owner of the KEXIM Shares, free and clear of all Encumbrances. KEXIM has full right, power and authority to sell, transfer and deliver the KEXIM Shares pursuant to this Agreement. Upon delivery of the KEXIM Shares and payment therefor, the Purchaser will receive good and marketable title to the KEXIM Shares, free and clear of all Encumbrances.
