Outstanding Company Shares. The Company Shares constitute all of the outstanding stock of the Company and there are no shareholders of the Company other than the Sellers.
Outstanding Company Shares. 3 Parent.................................................................. 18
Outstanding Company Shares. A total of 1,000 Company Shares are issued and outstanding, all of which are owned of record and beneficially by Seller, free and clear of all Encumbrances. All issued and outstanding Company Shares have been duly authorized and validly issued, are fully paid and non-assessable, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no liability for dividends or distributions to holders of Company Shares that are accrued and unpaid by the Company. Seller has good and valid title to all issued and outstanding Company Shares and there are no limitations or restrictions on Seller’s right to transfer such Company Shares to Buyer pursuant to this Agreement. Upon transfer of all Company Shares to Buyer in accordance with the terms of Article 2, Buyer will receive valid title to the Company Shares free and clear of all Encumbrances.
Outstanding Company Shares. Subject to the provisions of this Section 2.2, each share of common stock, par value $0.01 per share of the Company (the "Company Shares"), issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as defined in Section 2.3)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled, extinguished and converted automatically into the right to receive $30.00 in cash (the "Merger Consideration") payable to the holder thereof, without interest, less any required withholding taxes, upon surrender in the manner provided in Section 2.4 of the certificate that prior to the Merger represented such Company Share. Each Company Share held in treasury shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and cease to exist.
Outstanding Company Shares. The term "Outstanding Company Shares" shall be equal to the sum of (i) the aggregate number of shares of Company Common Stock (as defined in Section 2.2 below) outstanding immediately prior to the Effective Time, including shares of Company Common Stock issuable upon conversion of Company Preferred Stock (as defined in Section 2.2 below) prior to the Effective Time, (ii) the aggregate number of shares of Company Common Stock issuable upon the exercise of any Company Options outstanding immediately prior to the Effective Time, whether or not contingent or earned, provided, however, that (A) shares of Company Common Stock issuable upon the exercise of any Company Options granted by the Company pursuant to Section 5.27 hereof in excess of the sum of (I) an aggregate of 50% of the shares of Company Common Stock issuable upon the exercise of any Company Options granted by the Company pursuant to Section 5.27 hereof and (II) any Company Options cancelled or shares of Company Common Stock repurchased by Company subsequent to the date hereof and prior to the Effective Time, and (B) shares of Company Common Stock issuable upon the exercise of any Company Options granted by the Company pursuant to Section 5.28 hereof shall not be considered Outstanding Company Shares, (iii) the aggregate number of shares of Company Common Stock issuable upon the exercise of any Company Warrants outstanding immediately prior to the Effective Time, whether or not contingent or earned, and (iv) the aggregate number of shares of Company Common Stock issuable pursuant to any Other Company Stock Rights outstanding immediately prior to the Effective Time, whether or not contingent or earned, in the case of clauses (ii), (iii) and (iv) after giving effect to the conversion of any securities convertible into Company Common Stock. The number of shares of Parent Common Stock issuable upon the assumption of Company Options by Parent pursuant to this Agreement of the Company Options referred to in clauses (A) (as modified by subclauses I and II) and (B) of the immediately preceding sentence are referred to as the "Additional Parent Shares."
