No Other Rights or Agreements. Section 5.3(b) of the Company Disclosure Schedule lists (i) all of the options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require the Company to issue, sell or otherwise cause to become outstanding any of its capital stock or other agreements or commitments of any character to which the Company is a party relating to the issued or unissued capital stock or other securities of the Company, including, without limitation, any agreement or commitment obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other securities of the Company or obligating the Company to grant, extend or enter into any subscription, option, warrant, right or convertible or exchangeable security, right of first refusal, right to receive notification of the transactions contemplated hereby or other similar agreement or commitment with respect to the Company, or obligating the Company to make any EXECUTION VERSION payments pursuant to any stock based or stock related plan or award, in each case other than any rights in favor of Parent or Sub (the "Stock Rights"), (ii) the holders of such Stock Rights, or (iii) and the number and class of shares of Company Capital Stock subject to such Stock Rights. As of the date of this Agreement, there are no outstanding or authorized Stock Rights other than as described above. Except for the Accelerated Stock Rights, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. No terms relating to the vesting or exercisability of any Stock Rights or restricted shares of Company Capital Stock will be affected or accelerated by the execution of this Agreement or the consummation of the transactions contemplated hereby. Except as contemplated by this Agreement, there are no voting trusts, proxies, or other agreements or understandings to which the Company is a party with respect to the voting of the capital stock of the Company. As of the Closing Date, there will be (i) no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company and (ii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Company. As a result of the Merger, Parent will be the sole beneficial owner of all outstanding Company Capital Stock ...
No Other Rights or Agreements. As of the date of this Agreement, Section 5.3(b) of the Nexcom Disclosure Schedule lists all of the holders of options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require Nexcom to issue, sell or otherwise cause to become outstanding any of its capital stock (the "STOCK RIGHTS"), and the number of shares of Nexcom Common Stock subject to such Stock Rights. Except as set forth in Section 5.3(b) of the Nexcom Disclosure Schedule, there are no other out standing or authorized Stock Rights. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Nexcom. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Nexcom. All of the Nexcom Stock Rights will be fully exercised or canceled prior to the Closing Date. As of the Closing Date, there will be (i) no outstanding or authorized Stock Rights, (ii) no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Nexcom and (iii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Nexcom.
No Other Rights or Agreements. As of the date of this Agreement, Section 5.3(b) of the SIS Disclosure Schedule lists all of the holders of options, warrants, purchase rights, subscription rights, conversion rights, convertible debentures or other securities, exchange rights and other rights that could require SIS to issue, sell or otherwise cause to become outstanding any of its capital stock (the "STOCK RIGHTS"), and the number of shares of SIS Common Stock subject to such Stock Rights. Except as set forth in Section 5.3(b) of the SIS Disclosure Schedule, there are no other outstanding or authorized Stock Rights. Except as set forth in Section 5.3(b) of the SIS Disclosure Schedule, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to SIS. Other than as contemplated by Section 7.9 hereof, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of SIS. All of the SIS Stock Rights will be fully exercised or canceled prior to the Effective Time of the Merger. As of the Effective Time of the Merger, there will be (i) no outstanding or authorized Stock Rights, (ii) no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to SIS and (iii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of SIS (other than as contemplated by Section 7.9 hereof).
No Other Rights or Agreements. As of the date of this Agreement, Section 5.3(b) of the EPub Disclosure Letter lists all of the holders of options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require EPub to issue, sell or otherwise cause to become outstanding any of its capital stock (the "STOCK RIGHTS"), and the number and class of shares of EPub Capital Stock subject to such Stock Rights. Except as set forth in Section 5.3(b) of the EPub Disclosure Letter, there are no other outstanding or authorized Stock Rights. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to EPub. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of EPub. No additional EPub Stock Rights will be granted prior to the Closing Date, other than grants of stock options to employees of EPub provided that FV is provided with written notice of such grants at least five business days prior to the Closing Date. As of the Closing Date, there will be (i) no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to EPub and (ii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of EPub.
No Other Rights or Agreements. As of the date of this Agreement, Section 5.3(b) of the EPub Disclosure Letter lists all of the holders of options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require EPub to issue, sell or otherwise cause to become outstanding any of its capital stock (the "Stock Rights"), and the number and class of shares of EPub Capital Stock subject to such Stock Rights. Except as set forth in Section 5.3(b) of the EPub Disclosure Letter, there are no other outstanding or authorized Stock Rights. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to EPub. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of EPub. No additional EPub Stock Rights will be granted prior to the Closing Date, other than grants of stock options to employees of EPub provided that FV is provided with written notice of such grants at least
No Other Rights or Agreements. Section 4.3(b) of the Cogent Disclosure Schedule lists all of the holders of options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require Cogent to issue, sell or otherwise cause to become outstanding any of its capital stock (the "Stock Rights"), and if determinable, the number of shares of Cogent Common Stock subject to such Stock Rights. Except as set forth in Section 4.3(b) of the Cogent Disclosure Schedule, there are no other outstanding or authorized Stock Rights. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Cogent. Except as set forth in Section 4.3(b) of the Cogent Disclosure Schedule, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Cogent.
No Other Rights or Agreements. Section 5.3(b) of the Incat Disclosure Schedule lists all of the holders of options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require Incat to issue, sell or otherwise cause to become outstanding any of its capital stock (the "Stock Rights"), and if determinable, the number of shares of Incat Common Stock subject to such Stock Rights. Except as set forth in Section 5.3(b) of the Incat Disclosure Schedule, there are no other outstanding or authorized Stock Rights. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Incat. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Incat.
No Other Rights or Agreements. Section 5.3(b) of the Purple Ray Disclosure Schedule lists all of the holders, as of the date of this Agreement, of options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require Purple Ray to issue, sell or otherwise cause to become outstanding any of its capital stock (the "STOCK RIGHTS"), and the number of shares of Purple Ray Common Stock subject to such Stock Rights. For each such holder, Section 5.3(b) of the Purple Ray Disclosure Schedule lists for each such Stock Right the applicable exercise price or conversion ratio, the date of grant or issuance, the vesting schedule, if any, the number of shares of Purple Ray Common Stock or Purple Ray Preferred Stock that are vested as of the date of this Agreement, and, if an option granted under the Purple Ray, Inc. 2000 Stock Plan, whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. Except as set forth in Section 5.3(b) of the Purple Ray Disclosure Schedule, there are no other outstanding or authorized Stock Rights. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Purple Ray. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Purple Ray.
No Other Rights or Agreements. As of the date of this Agreement, Section 5.3(b) of the Novo Disclosure Schedule lists all of the holders of options, warrants, purchase rights, subscription rights, conversion rights, convertible debentures or other securities, exchange rights and other rights that could require Novo to issue, sell or otherwise cause to become outstanding any of its capital stock (the "STOCK RIGHTS"), and the number of shares of Novo Common Stock subject to such Stock Rights. Except as set forth in Section 5.3(b) of the Novo Disclosure Schedule, there are no other outstanding or authorized Stock Rights. Except as set forth in Section 5.3(b) of the Novo Disclosure Schedule, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Novo. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Novo. All of the Novo Stock Rights will be fully exercised or canceled prior to the Effective Time of the Merger. As of the Effective Time of the Merger, there will be (i) no outstanding or authorized Stock Rights, (ii) no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Novo and (iii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Novo.
No Other Rights or Agreements. Except for an option to purchase 1,000 shares of Common Stock, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, preemptive rights or other contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any of its capital stock. The stock option described in the preceding sentence will be exercised in full prior to the Closing. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Company.
