Securities of the Company. The authorized Capital Stock of the Company consists of 100,000,000 shares of Common Stock, 179 shares of Class B Common Stock and 30,000,000 shares of preferred stock; as of May 31, 2001, 25,034,993 shares of Common Stock, 117.7 shares of Class B Common Stock and no shares of preferred stock were outstanding and 5,275,299 shares of Common Stock were reserved for issuance upon exercise of outstanding convertible securities, warrants or options or pursuant to the Company's 1988 Stock Option Plan, the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Plan. Except as set forth in the SEC Reports, the Company has no other authorized, issued or outstanding equity securities or securities containing any equity features, or any other securities convertible into, exchangeable for or entitling any person to otherwise acquire any other securities of the Company containing any equity features. The Company has no stock option, incentive or similar plan other than the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Plan. All of the outstanding shares of Capital Stock of the Company have been duly and validly authorized and issued, and are fully paid and nonassessable. The Common Shares (in an amount up to the Maximum Share Amount) have been duly and validly authorized and have been duly reserved, and will remain available for issuance, pursuant to this Agreement. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever. Except as set forth in this Section 3.02 or the SEC Reports, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company. The issuance of the Common Shares pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar limitation. Except as otherwise required by law, there are no restrictions upon the voting or transfer of any shares of the Company's Common Stock pursuant to the Company's Certificate of Incorporation or bylaws. Except as provided herein or in the other Transaction Documents, there ...
Securities of the Company. Price Range of the Shares; Dividends................................................ 24 Purchases of Shares by the Company..................................................
Securities of the Company. As of the date hereof, the authorized Capital Stock of the Company consists of 38,000,000 shares of Common Stock, of which 20,828,384 shares are outstanding, and 1,000,000 shares of Preferred Stock, none of which are outstanding. As of the date hereof, the Company has outstanding options and warrants to purchase a total of 15,498,926 shares of Common Stock, including the shares covered by this Agreement. Other than the foregoing, the Company has no other authorized, issued or outstanding equity securities or any other securities convertible into, exchangeable for or entitling any person to otherwise acquire any other securities of the Company containing any equity features. All of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued, and are fully paid and nonassessable.
Securities of the Company. The authorized Capital Stock of the Company consists of 150,000,000 shares of Common Stock and 10,000,000 shares of preferred stock; as of June , 2001, [ ] shares of common stock and no shares of preferred stock were outstanding and [ ] shares of Common Stock were reserved for issuance upon
Securities of the Company. All disclosure provided to the Purchasers regarding the Company, its business and the transactions contemplated hereby, furnished by or on behalf of the Company with respect to the representations and warranties made herein are true and correct with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.
Securities of the Company. The issuance and sale of the Series 1997-A Preferred and, to the knowledge of such counsel, the issuance of the Warrants were exempt, and the issuance and sale of Units and Common Shares in connection with the Questar Transaction, at or immediately following the Closing Date, are exempt, from the registration requirements of the Securities Act and the applicable state securities laws.
Securities of the Company. Holdings owns good, valid and marketable title to all the outstanding common stock of the Company, free and clear of all Liens of every kind, whether absolute, matured, contingent or otherwise, other than those arising under the Collateral Documents. Except as set forth on Schedule 5.22, there are no shareholder agreements or other agreements pertaining to Holdings’ beneficial ownership of the common stock of the Company, including any agreement that would restrict Holdings’ right to dispose of such common stock and/or its right to vote such common stock.
Securities of the Company. Immediately prior to the Effective Time, the Company shall effect the Stock Split, such that the number of issued and outstanding Company Shares immediately prior to the Effective Time (excluding the Escrowed Earnout Shares issued in conjunction with the Stock Split) is 14,946,286. At the same time, 951,327 Company Shares shall be authorized but unissued and reserved by the Company, to be exchanged or sold for cash in accordance with the terms of the Exchange Agreements. For five (5) years following the Closing Date, the Company shall keep authorized for issuance a sufficient number of shares of unissued and reserved Company Shares to permit the Company to satisfy in full its obligations as set forth in the Exchange Agreement and shall take all actions reasonably required (including by convening any stockholder meeting) to increase the authorized number of Company Shares if at any time there shall be insufficient unissued Company Shares to permit such reservation.
Securities of the Company. (a) At the Effective Time, each of the issued and outstanding shares of Old Voting Common Stock of the Company shall, and all rights in respect to such shares of Old Voting Common Stock shall, by virtue of the Merger and without any action on the part of the holder thereof, be changed and converted into one (1) share of non-voting exchangeable common stock, par value $.01 per share ("Exchangeable Shares" or the "Merger Consideration"), of the Surviving Company with the rights, privileges, restrictions and conditions as contained in Exhibit A to the Amended and Restated Certificate of Incorporation of the Surviving Company (as defined below).
(b) At the Effective Time, one (1) share of Voting Common Stock and one (1) share of Special Dividend Preferred Stock, par value $.01 per share, shall be issued to Holdings.
(c) At the Effective Time, each of the issued and outstanding shares of 13% Pay-In-Kind Preferred Stock, par value $.01 per share, of the Company owned by Phoenix Life Insurance Company shall be repurchased by the Company with the proceeds from the IPO.
(d) At the Effective Time, each of the options granted to directors, officers and employees of the Company issued and outstanding at the Effective Time, which are exercisable for Old Voting Common Stock shall, by virtue of the Merger and without any action on the part of the holder thereof, be changed and converted into an option exercisable for Exchangeable Shares but shall otherwise retain the same rights as provided in its initial grant.
(e) At the Effective Time, the warrants held by Phoenix Life Insurance Company outstanding at the Effective Time, which are exercisable for Old Voting Common Stock shall, by virtue of the Merger and without any action on the part of the holder thereof, be changed and converted into warrants exercisable for Exchangeable Shares but shall otherwise retain the same rights as provided in such warrants.
(f) At the Effective Time, each of the shares of Old Voting Common Stock that has not yet been allocated pursuant to the plan of reorganization of April 1997 to be issued to the holders of certain unsecured claims or issued to holders of our outstanding Old Voting Common Stock will be converted into one Exchangeable Share.
(g) After the Effective Time, in accordance with instructions to be provided in a letter of transmittal sent to the holders of Old Voting Common Stock, each holder of an outstanding certificate representing shares of the Old Voting Common Stock shall ...
Securities of the Company. The Company issued a warrant to Mission West Properties, L.P. XX (xxe Company's landlord) to purchase 50,000 shares of its common stock. The Company issued a warrant to Shoreline Pacific Equity Partners to purchase 168,000 shares of its common stock. In May 2001, the Company sold 5,600,000 shares of its common stock in a private placement transaction and received net proceeds of approximately $14.4 million. Under the terms of the purchase agreement, the Company is obligated to register such shares of common stock on a Form S-3. In the event that the registration statement is not declared effective on or before 360 days following May 25, 2001, the Company shall be obligated to repurchase the shares from the investors at 11% of the original purchase price. The Company entered into a First Amended and Restated Registration and Information Rights Agreement dated as of October 12, 1998 (the "Rights Agreement") pursuant to which certain of the Company's stockholders have the right to cause the Company to register its securities. Pursuant to the Rights Agreement, the Company may not grant registration rights to any third party unless such registration rights are subordinate to the registration rights granted under the Rights Agreement. Accordingly, the registration rights granted hereunder are expressly made subordinate to the registration rights granted in the Rights Agreement. On June 6, 2001, a putative securities class action, captioned Coopxx x. Gadzoox Networks, Inc., et al., Civil Action No. 01-CV-5309-RO, was filed against the Company, three of its former officers (Bill Xxxxxxx, Xxrixxxxx Xxxxxx xxx Alisxxxx Xxxxx), xnd Credit Suisse First Boston Corporation and BancBoston Robexxxxx Xxxpxxxx, Xxc., two underwriters in the Company's initial public offering, in the United States District Court for the Southern District of New York. The complaint alleges violations of Section 11 of the Securities Act of 1933 ("Securities Act") against all defendants, a violation of Section 15 of the Securities Act against Sickxxx, Xxnsxx xxx Black, and violations of Section 12(a)(2) of the Securities Act and Section 10(b) of the Securities Exchange Act of 1934 (and Rule 10b-5, promulgated thereunder) against the underwriters. The complaint seeks unspecified damages on behalf of a purported class of purchasers of common stock between July 19, 1999 and December 6, 2000. As of June 18, 2001, various plaintiffs have filed similar actions asserting virtually identical allegations...
