Options and Convertible Securities of the Company. Except as set forth on Schedule 3.2.2, (a) there are no outstanding subscriptions, options, warrants, conversion rights or other rights, securities, agreements or commitments obligating the Company to issue, sell or otherwise transfer any of its capital stock, or any securities or obligations -4- convertible into, or exercisable or exchangeable for, any Shares or other capital stock of the Company, (b) since December 31, 2001, the Company has not issued, sold, or otherwise transferred of any of its capital stock and (c) there are no voting trusts or other agreements or understandings to which the Company or Seller is a party with respect to the voting of the Shares, and the Company is not a party to or bound by any outstanding restrictions, options or other obligations, agreements or commitments to sell, repurchase, redeem or acquire any outstanding Shares or other equity securities of the Company.
Options and Convertible Securities of the Company. There are no outstanding or authorized subscriptions, options, warrants, calls, conversion rights or other rights, securities, agreements or commitments which obligate or may obligate the Company to issue, sell or otherwise dispose of shares of its capital stock, or any securities or obligations convertible into, or exercisable or exchangeable for, any shares of its capital stock. There are no voting trusts or other agreements or understandings to which the Company or Seller is a party with respect to the voting of the shares of the Company Common Stock, and the Company is not a party to or bound by any outstanding restrictions, options or other obligations, agreements or commitments to sell, repurchase, redeem or acquire any outstanding shares of the Company’s Common Stock or other equity securities of the Company.
Options and Convertible Securities of the Company. Except as set forth on Schedule 3.2, there are no outstanding subscriptions, options, warrants, conversion rights or other rights, securities, agreements or commitments obligating the Company to issue, sell or otherwise dispose of shares of its capital stock, or any securities or obligations convertible into, or exercisable or exchangeable for, any shares of its capital stock. Since March 31, 1998, the Company has not issued, sold or otherwise disposed of any shares of its capital stock, other than pursuant to the Company Option Plans. Except for the Affiliate Agreements and except as set forth on Schedule 3.2, there are no voting trusts or other agreements or understandings to which the Company or any Stockholder is a party with respect to the voting of the shares of Company Common Stock and the Company is not a party to or bound by any outstanding restrictions, options or other obligations, agreements or commitments to sell, repurchase, redeem or acquire any outstanding shares of Company Common Stock or other equity securities of the Company.
Options and Convertible Securities of the Company. Except as set forth on Schedule 5.2 (b) hereto, there are no outstanding subscriptions, options, warrants, conversion rights, calls or other rights, securities, agreements or commitments obligating the Company to issue, sell or otherwise dispose of, transfer or convey shares of its capital or any securities or obligations convertible into, or exercisable or exchangeable for, any shares of its capital stock. Except as set forth on Schedule 5.2(b), there are no voting trusts or other agreements or understandings to which the Company or any Stockholder is a party with respect to the voting of the shares of Common Stock, and the Company is not a party to or bound by any outstanding restrictions, options or other obligations, agreements or commitments to sell, repurchase, redeem or acquire any outstanding shares of Common Stock or other equity securities of the Company.
Options and Convertible Securities of the Company. Section 3.5.2 of the Company Disclosure Schedule sets forth a complete list of (a) each stock option plan, stock purchase plan and each other plan, arrangement or agreement under which the Company or any of its Subsidiaries has reserved shares of capital stock, or any securities or obligations convertible into, or exercisable or exchangeable for, any shares of capital stock, to any employee, director, consultant, service provider or other Person (collectively, the "Company Plans") and (b) the number of shares, securities or obligations reserved for issuance under such plan, arrangement or agreement. All such plans, arrangements and agreements are in compliance with all Applicable Laws and have been approved by the TSE. Except as set forth in Section 3.5.2 of the Company Disclosure Schedule, there are no outstanding subscriptions, options, warrants or conversion rights or other rights, securities, agreements, calls or commitments (contingent or otherwise) that obligate the Company to issue, sell, deliver or otherwise dispose of shares of its capital stock, or any securities or obligations convertible into, or exercisable or exchangeable for, any shares of its capital stock. None of the execution and delivery by the Company of this Agreement and the other agreements contemplated hereby, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the Plan of Arrangement and the other transactions contemplated hereby and thereby, and any other event that occurred on or prior to the date hereof, will accelerate the vesting under any item set forth in Section 3.5.2 of the Company Disclosure Schedule. There are no voting trusts or other agreements or understandings to which the Company or, to the knowledge of the Company, any securityholder of the Company is a party with respect to the voting of the Company Common Shares. Except as set forth in Section 3.5.2 of the Company Disclosure Schedule, the Company is not a party to or bound by any outstanding restrictions, puts, options or other obligations, agreements or commitments to repurchase, redeem or otherwise acquire any outstanding Company Common Shares or other equity securities of the Company. 3.5.3.
Options and Convertible Securities of the Company. Except as set forth on Schedule 3.2, there are no outstanding subscriptions, options, warrants, conversion rights or other rights, securities, agreements or commitments obligating the Company to issue, sell or otherwise dispose of shares of its capital stock, or any securities or obligations convertible into, or exercisable or exchangeable for, any shares of its capital stock. Except as set forth on Schedule 3.2, there are no voting trusts or other agreements or understandings to which the Company or any Stockholder is a party with respect to the voting of the shares of Company Common Stock and the Company is not a party to or bound by any outstanding restrictions, other obligations, agreements or commitments to sell, repurchase, redeem or acquire any outstanding shares of Company Common Stock or other equity securities of the Company.
Options and Convertible Securities of the Company. Except as set forth on Schedule 3.2.2:
(a) there are no outstanding subscriptions, options, warrants, conversion rights or other rights, securities, agreements or commitments obligating the Company to issue, sell or otherwise transfer any of its capital stock, or any securities or obligations convertible into, or exercisable or exchangeable for, any Common Stock or other capital stock of the Company;
(b) since December 31, 2004, the Company has not issued, sold, or otherwise transferred any of its capital stock; and
(c) there are no voting trusts or other agreements or understandings to which the Company or either Seller is a party with respect to the voting of Common Stock, and the Company is not a party to or bound by any outstanding restrictions, options or other obligations, agreements or commitments to sell, repurchase, redeem or acquire any outstanding Common Stock or other equity securities of the Company.
Options and Convertible Securities of the Company. Except as set forth on Schedule 3.2, there are no outstanding subscriptions, options, warrants, conversion rights or other rights, securities, agreements or commitments obligating the Company to issue, sell or otherwise dispose of shares of its capital stock, or any securities or obligations convertible into, or exercisable or exchangeable for, any shares of its capital stock. Since March 31, 1999, the Company has not issued, sold or otherwise disposed of any shares of its capital stock, other than pursuant to the Company Equity Plan. Except as set forth on Schedule 3.2, there are no voting trusts or other agreements or understandings to which the Company or any Stockholder is a party with respect to the voting of the shares of Company Common Stock and the Company is not a party to or bound by any outstanding restrictions, options or other obligations, agreements or commitments to sell, repurchase, redeem or acquire any outstanding shares of Company Common Stock or other equity securities of the Company.
Options and Convertible Securities of the Company. There are no outstanding subscriptions, options, warrants, conversion rights or other rights, securities, agreements or commitments obligating the Company to issue, sell or otherwise dispose of any of its capital stock, or any securities or obligations convertible into, or exercisable or exchangeable for, any Common Stock or other capital stock of the Company. Since December 31, 2002, the Company has not issued, sold or otherwise disposed of any of its capital stock. Except for the Voting Trust Agreement and this Agreement, there are no voting trusts or other agreements or understandings to which the Company or any Stockholder is a party with respect to the Common Stock, and the Company is not a party to or bound by any outstanding restrictions, options or other obligations, agreements or commitments to sell, repurchase, redeem or acquire any outstanding Common Stock or other equity securities of the Company.
Options and Convertible Securities of the Company. Except as set forth on Schedule 3.2.2, there are no outstanding subscriptions, options, warrants, conversion rights or other rights, securities, agreements or commitments obligating the Company to issue, sell or otherwise transfer any of its capital stock, or any securities or obligations convertible into, or exercisable or exchangeable for, any securities of the Company. Except as set forth on Schedule 3.2.2, there are no profits interests or other interests in the revenues, cash flow, income or distributions of the Company. Except as set forth on Schedule 3.2.2, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings to which the Company or any Seller is a party with respect to the voting or transfer of Shares, and, except as set forth on Schedule 3.2.2 and except for this Agreement, neither the Company nor any Seller is a party to or bound by any outstanding restrictions, options or other obligations, agreements or commitments to sell, repurchase, redeem, transfer or acquire any Shares. Notwithstanding the foregoing, upon consummation of the Closing, the representations and warranties set forth above in this Section 3.2.2 shall be true and accurate without reference to Schedule 3.2.2 and the Company shall have no Liability in respect of, and the Shares shall not be subject to, any Contract or other document referenced in Schedule 3.2.2.
