Common use of Obligations With Respect to Capital Stock Clause in Contracts

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Docent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except for securities Docent owns, directly or indirectly through one or more Subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any Subsidiary of Docent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2, there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Docent or any of its Subsidiaries is a party or by which it is bound obligating Docent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock of Docent or any of its Subsidiaries or obligating Docent or any of its Subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rights and, to the knowledge of Docent there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Docent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries, other than Voting Agreements entered into concurrently with the execution of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Click2learn Inc/De/), Agreement and Plan of Reorganization (Docent Inc)

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Obligations With Respect to Capital Stock. Except as set forth in Section 3.2, there are no equity securities, partnership interests securities or similar ownership interests of any class of DocentTarget capital stock, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except for securities Docent Target owns, directly or indirectly through one or more Subsidiariessubsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any Subsidiary subsidiary of DocentTarget, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2, there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Docent Target or any of its Subsidiaries subsidiaries is a party or by which it is bound obligating Docent Target or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock of Docent Target or any of its Subsidiaries subsidiaries or obligating Docent Target or any of its Subsidiaries subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest security or similar ownership interest, call, right, commitment or agreement. There are no registration rights and, to the knowledge of Docent Target, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Docent Target or with respect to any equity security, partnership interest security or similar ownership interest of any class of any of its Subsidiariessubsidiaries. Target has no outstanding stock appreciation rights, other than Voting Agreements entered into concurrently with the execution of this Agreementphantom stock or similar rights.

Appears in 2 contracts

Samples: Merger Agreement (Avocent Corp), Merger Agreement (Equinox Systems Inc)

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2, there There are no equity securities, partnership interests or similar ownership interests of any class of DocentParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Docent Parent owns, directly or indirectly through one or more Subsidiariessubsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any Subsidiary subsidiary of DocentParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2, there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Docent or any of its Subsidiaries Parent is a party or by which it is bound obligating Docent or any of its Subsidiaries Parent to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Docent or any of its Subsidiaries Parent or obligating Docent or any of its Subsidiaries Parent to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rights and, to the knowledge of Docent Parent, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Docent Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries, other than Voting Agreements entered into concurrently with the execution of this Agreementsubsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Dtomi Inc)

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2the Parent Disclosure Letter of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of DocentIntegrated, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Docent owns, directly or indirectly through one or more Subsidiaries, there There are no equity securities, partnership interests or similar ownership interests of any class of any Subsidiary of DocentIntegrated, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2this Agreement, there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Docent or any of its Subsidiaries the Parent is a party or by which it is bound obligating Docent or any of its Subsidiaries the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Docent or any of its Subsidiaries the Parent or obligating Docent or any of its Subsidiaries the Parent to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rights and, to the knowledge of Docent the Parent, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Docent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries, other than Voting Agreements entered into concurrently with the execution of this AgreementParent.

Appears in 1 contract

Samples: Merger Agreement (Modern MFG Services Inc)

Obligations With Respect to Capital Stock. Except as set forth in Section 3.22.3 and the Parent Disclosure Letter of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of Docentof, or any securities exchangeable or convertible into or exercisable for such for, the Parent equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Docent owns, directly or indirectly through one or more Subsidiaries, there There are no equity securities, partnership interests or similar ownership interests of any class of any Subsidiary of Docentthe Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2this Agreement, there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Docent or any of its Subsidiaries the Parent is a party or by which it is bound obligating Docent or any of its Subsidiaries the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Docent or any of its Subsidiaries the Parent or obligating Docent or any of its Subsidiaries the Parent to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rights and, to the knowledge of Docent the Parent, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Docent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries, other than Voting Agreements entered into concurrently with the execution of this AgreementParent.

Appears in 1 contract

Samples: Merger Agreement (Radix Marine Inc)

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2Part 2.3 of the Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of DocentCompany equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for Company owns all of the securities Docent ownsof its subsidiaries identified on Part 2.1 of the Company Disclosure Letter, directly or indirectly through one or more Subsidiariesfree and clear of all claims and Encumbrances, and there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any Subsidiary subsidiary of DocentCompany, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "Encumbrances" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Section 3.2Part 2.2 or Part 2.3 of the Company Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Docent Company or any of its Subsidiaries subsidiaries is a party or by which it is bound obligating Docent Company or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Docent Company or any of its Subsidiaries subsidiaries or obligating Docent Company or any of its Subsidiaries subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There Except as contemplated by this Agreement, the Registration Rights Agreement, and the Registration Rights Agreement between Company and Science Applications International Corporation, there are no registration rights and, to the knowledge of Docent there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Docent Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries, other than Voting Agreements entered into concurrently with the execution of this Agreementsubsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Network Solutions Inc /De/)

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Docent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except for securities Docent ownsCompany owns free and clear of all claims and Encumbrances (as defined in Section 8.3), directly or indirectly through one or more Subsidiariessubsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, there are no equity securities, partnership interests or similar ownership interests securities of any class subsidiary of any Subsidiary of DocentCompany, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2Part 2.3 of the Company Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments ) or agreements other Contracts of any character to which Docent Company or any of its Subsidiaries subsidiaries is a party or by which it is bound obligating Docent Company or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Docent Company or any of its Subsidiaries subsidiaries or obligating Docent Company or any of its Subsidiaries subsidiaries to grant, extend, accelerate the vesting of of, extend the exercise period of, or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, rightright or other Contract. Neither Company nor any of its subsidiaries have any authorized, commitment issued, or agreementoutstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the Company's stockholders have the right to vote. There Except as set forth in Part 2.3 of the Company Disclosure Letter, there are no registration rights and, to the knowledge of Docent and there are is no voting truststrust, proxies proxy, rights agreement, "poison pill" anti-takeover plan or other agreements agreement or understandings understanding to which Company is a party or by which it is bound with respect to any equity security of any class of Docent Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries, other than Voting Agreements entered into concurrently with the execution of this Agreementsubsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Symantec Corp)

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Docent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except for securities Docent ownsCompany owns free and clear of all claims and Encumbrances (as defined in Section 8.3), directly or indirectly through one or more Subsidiariessubsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, there are no equity securities, partnership interests or similar ownership interests securities of any class subsidiary of any Subsidiary of DocentCompany, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2Part 2.3 of the Company Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments ) or agreements other Contracts of any character to which Docent Company or any of its Subsidiaries subsidiaries is a party or by which it is bound obligating Docent Company or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Docent Company or any of its Subsidiaries subsidiaries or obligating Docent Company or any of its Subsidiaries subsidiaries to grant, extend, accelerate the vesting of of, extend the exercise period of, or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, rightright or other Contract. Neither Company nor any of its subsidiaries have any authorized, commitment issued, or agreementoutstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the Company’s stockholders have the right to vote. There Except as set forth in Part 2.3 of the Company Disclosure Letter, there are no registration rights and, to the knowledge of Docent and there are is no voting truststrust, proxies proxy, rights agreement, “poison pill” anti-takeover plan or other agreements agreement or understandings understanding to which Company is a party or by which it is bound with respect to any equity security of any class of Docent Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries, other than Voting Agreements entered into concurrently with the execution of this Agreementsubsidiaries.

Appears in 1 contract

Samples: Merger Agreement (On Technology Corp)

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Obligations With Respect to Capital Stock. Except as set forth in Section 3.23.2 or in the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of DocentParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Docent Parent owns, directly or indirectly through one or more Subsidiariessubsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any Subsidiary subsidiary of DocentParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2, there There are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Docent or any of its Subsidiaries Parent is a party or by which it is bound obligating Docent or any of its Subsidiaries Parent to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Docent or any of its Subsidiaries Parent or obligating Docent or any of its Subsidiaries Parent to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rights and, to the knowledge of Docent Parent, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Docent Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries, other than Voting Agreements entered into concurrently with the execution of this Agreementsubsidiaries.

Appears in 1 contract

Samples: Merger Agreement (North American Oil & Gas Corp.)

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2, there There are no equity securities, partnership interests interest or similar ownership interests interest of any class of Docentthe Parent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Docent the Parent owns, directly or indirectly through one or more Subsidiariessubsidiaries, there are no equity securities, partnership interests interest, or similar ownership interests of any class of any Subsidiary of Docentinterests, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2, there There are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Docent the Parent or any of its Subsidiaries subsidiaries is a party or by which it is bound obligating Docent the Parent or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of or any shares of capital stock stock, partnership interests or similar ownership interests of Docent the Parent or any of its Subsidiaries subsidiaries or obligating Docent the Parent or any of its Subsidiaries subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rights and, to the knowledge of Docent the Parent, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Docent the Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries, other than Voting Agreements entered into concurrently with the execution of this Agreementsubsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Omega Ventures Inc)

Obligations With Respect to Capital Stock. Except as set forth in Section 3.23.2 or in the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of DocentParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for securities Docent the Parent owns, directly or indirectly through one or more Subsidiariessubsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any Subsidiary subsidiary of Docentthe Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2, there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Docent or any of its Subsidiaries the Parent is a party or by which it is bound obligating Docent or any of its Subsidiaries Parent to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock stock, partnership interests or similar ownership interests of Docent or any of its Subsidiaries the Parent or obligating Docent or any of its Subsidiaries the Parent to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rights and, to the knowledge of Docent the Parent, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Docent the Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries, other than Voting Agreements entered into concurrently with the execution of this Agreementsubsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Copper Valley Minerals LTD)

Obligations With Respect to Capital Stock. Except as set forth in Section 3.23.2 hereof or Part 3.3 of the Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of DocentCompany equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except for Company owns all of the securities Docent ownsof its subsidiaries identified on Part 3.1 of the Company Disclosure Letter, directly or indirectly through one or more Subsidiariesfree and clear of all claims and Encumbrances, and there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any Subsidiary subsidiary of DocentCompany, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2For purposes of this Agreement, there "Encumbrances" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Docent Company or any of its Subsidiaries subsidiaries is a party or by which it is bound obligating Docent Company or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Docent Company or any of its Subsidiaries subsidiaries or obligating Docent Company or any of its Subsidiaries subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rights and, to the knowledge of Docent there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Docent Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries, other than Voting Agreements entered into concurrently with the execution of this Agreementsubsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Vignette Corp)

Obligations With Respect to Capital Stock. Except as set forth in Section 3.22.2, there are no equity securities, partnership interests or similar ownership interests securities of any class of DocentExar, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests securities issued, reserved for issuance or outstanding. Except for securities Docent Exar owns, directly or indirectly through one or more Subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any Subsidiary of DocentExar, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.22.2, there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), Contracts or other commitments or agreements of any character to which Docent Exar or any of its Subsidiaries is a party or by which it is bound obligating Docent Exar or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock of Docent Exar or any of its Subsidiaries or obligating Docent Exar or any of its Subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment Contract or agreementother commitment. There are no registration rights and, to the Exar’s knowledge of Docent there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Docent Exar or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries, other than the Voting Agreements entered into concurrently with the execution of this Agreement. There are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights, Contracts or other commitments of any character to which Exar or any of its Subsidiaries is a party or by which it is bound obligating Exar or any of its Subsidiaries to provide funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

Appears in 1 contract

Samples: Merger Agreement (Sipex Corp)

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