Stock and Options. The authorized and issued and as of the date of September 30, 1998 the outstanding capital stock of VERITAS, the VERITAS Subsidiaries and Newco is set forth in Section 3.2(a) of the VERITAS Disclosure Letter. Except as specified in Section 3.2(a) of the VERITAS Disclosure Letter, no shares of the capital stock of VERITAS or of any of the VERITAS Subsidiaries are held by any of them in their treasury or reserved for issuance upon the exercise of options or warrants. All outstanding shares of the capital stock of VERITAS on September 30, 1998 are set forth A-31 33 in Section 3.2(a) of the VERITAS Disclosure Letter and are validly issued, fully paid and nonassessable free and clear of any Encumbrances and not subject to preemptive rights pursuant to any statute, pursuant to the Certificate of Incorporation or Bylaws of VERITAS, or pursuant to any agreement or document to which any of them is a party or by which any of them is bound. All outstanding shares of the capital stock of each of the VERITAS Subsidiaries are validly issued, fully paid and nonassessable and are owned by VERITAS, or one of the VERITAS Subsidiaries, free and clear of any Encumbrances. Section 3.2(a) of the VERITAS Disclosure Letter contains a correct and complete list of each of the VERITAS Options, VERITAS Warrants and VERITAS Debentures as of September 30, 1998, including the name of the holders of such VERITAS Options and VERITAS Warrants, the plan pursuant to which such VERITAS Options were issued (if applicable), the number of shares covered by such VERITAS Options, VERITAS Warrants and VERITAS Debentures (or into which it is convertible), the per share exercise price of such VERITAS Options, VERITAS Warrants and VERITAS Debentures, and the vesting schedule applicable to such VERITAS Options, including the number of shares vested as of September 30, 1998.
Stock and Options. As compensation for the services provided and to be provided pursuant to the terms hereof, the Company shall issue to the Consultant an option to purchase an aggregate of seven hundred and fifty thousand (750,000) shares of common stock of the Company, par value (.001 per share), the "optioned shares" on the following terms: All options are exercisable commencing July 15, 2004 and expire one (1) year thereafter or July 15, 2005 (hereinafter referred to as the "Expiration Date") and may be exercised at a price of $.001 per share.
Stock and Options. The authorized and issued and as of the date of July 28, 2000 the outstanding capital stock of Caldera, the Caldera Subsidiaries and Newco is set forth in Section 3.2(a) of the Caldera Disclosure Letter. Except as specified in Section 3.2(a) of the Caldera Disclosure Letter, no shares of the capital stock of Caldera or of any of the Caldera Subsidiaries are held by any of them in its treasury or reserved for issuance upon the exercise of options or warrants. All outstanding shares of the capital stock of Caldera on July 28, 2000 are set forth in Section 3.2(a) of the Caldera Disclosure Letter and are validly issued, fully paid and nonassessable free and clear of any Encumbrances and not subject to preemptive rights pursuant to any statute, pursuant to the Certificate of Incorporation or Bylaws of Caldera, or pursuant to any agreement or document to which any of them is a party or by which any of them is bound. All outstanding shares of the capital stock of each of the Caldera Subsidiaries are validly issued, fully paid and nonassessable and are owned by Caldera, or one of the Caldera Subsidiaries, free and clear of any Encumbrances. The Caldera Significant Stockholders who will execute Voting Agreements collectively own and have the right to vote shares representing approximately 70% of the capital stock of Caldera as of the date of this Agreement.
Stock and Options. The authorized capital stock of BIZ consists of 30,000,000 shares of Common Stock, $0.001 par value ("BIZ Common Stock"), and 7,000,000 shares of Preferred, $0.001 par value ("BIZ Preferred Stock"; the BIZ Common Stock and the BIZ Preferred Stock are sometimes collectively referred to as the "BIZ Stock"). At the close of business on July 2, 2001, 16,400,000 shares of BIZ Common Stock were issued and outstanding, 187,970 shares of BIZ Preferred Stock convertible into 187,970 shares of BIZ Common Stock were issued and outstanding and designated as "Series A" ("BIZ Series A Preferred"), 3,600,000 shares of BIZ Preferred Stock convertible into 3,600,000 shares of BIZ Common Stock were issued and outstanding and designated as "Series B" ("XXX Xxries B Preferred"), 450,000 shares of BIZ Common Stock were reserved for issuance upon the exercise of outstanding BIZ Warrants and 1,756,500 shares of BIZ Common Stock were reserved for issuance upon the exercise of outstanding BIZ Options and 1,843,500 shares of BIZ Common Stock were reserved for future option grants. All outstanding shares of BIZ Stock are validly issued, fully paid and nonassessable and not subject to preemptive rights and were not issued in violation of any preemptive rights. BIZ has made available to Litronic a true and correct copy of the BIZ Plan, and the BIZ Disclosure Schedule contains a correct and complete list of each BIZ Option and BIZ Warrant outstanding as of the date hereof, including the name of the holder of each BIZ Option and BIZ Warrant, the security and number of shares covered by each BIZ Option and BIZ Warrant, the per share exercise price of each BIZ Option and BIZ Warrant and the vesting schedule applicable to each BIZ Option and BIZ Warrant. BIZ Disclosure Schedules list all option agreements that contain accelerated vesting upon change of control provisions along with the material terms of such option agreements.
Stock and Options. As of the Effective Date, all of the options granted to the Executive shall be deemed terminated and of no further force or effect as of the Effective Date.
Stock and Options. The authorized, issued and as of the date of July 28, 2000, the outstanding capital stock of the Contributed Companies and the Contributed Subsidiaries is set forth in Section 2.2(a) of the SCO Disclosure Letter. Except as specified in Section 2.2(a) of the SCO Disclosure Letter, no shares of the capital stock of the Contributed Companies or of any of the Contributed Subsidiaries are held by any of them in its treasury or
Stock and Options. The authorized capital stock of the Company ----------------- consists of 100,000 shares of common stock, $.01 par value per share (the "Common Stock"), and no shares of preferred stock. The Shares are the only ------------ shares of Common Stock that are issued and outstanding. All of the Shares are validly issued, fully paid and nonassessable and not subject to preemptive rights. Each Seller represents that the Shares owned by such Seller are owned by such Seller free and clear of any liens, security interests, pledges, agreement, claims, charges or encumbrances, and that such Seller has done nothing, and has not caused the Company to do anything, that would form the basis upon which any person (other than a Seller as set forth below in this Section 2.2.1) may claim ------------- to be in any way the record or beneficial owner of, or to be entitled to acquire (of record or beneficially), any shares of the capital stock or other equity securities of the Company, including without limitation, the Shares. The Shares are owned by the Sellers in the following proportions: Name of Seller Number of Shares Owned -------------- ---------------------- Xxxxxx 4,500 XxXxxx 1,000 Xxxxxxxx 2,250 Xxxxxx 2,250
Stock and Options. The authorized and issued and ----------------- outstanding capital stock of VERITAS, the VERITAS Subsidiaries and Newco is set forth in Section 3.2(a) of the VERITAS Disclosure Letter. Except as specified in Section 3.2(a) of the VERITAS Disclosure Letter, no shares of the capital stock of VERITAS or of any of the VERITAS Subsidiaries was held by any of them in their treasury or reserved for issuance upon the exercise of options or warrants. All outstanding shares of the capital stock of VERITAS are set forth in Section 3.2(a) of the VERITAS Disclosure Letter and are validly issued, fully paid and nonassessable and not subject to preemptive rights pursuant to any statute, pursuant to the Certificate of Incorporation or Bylaws of VERITAS, or pursuant to any agreement or document to which any of them is a party or by which any of them is bound. All outstanding shares of the capital stock of each of the VERITAS Subsidiaries are validly issued, fully paid and nonassessable and are owned by VERITAS, or one of the VERITAS Subsidiaries, free and clear of any Encumbrances. Section 3.2(a) of the VERITAS Disclosure Letter contains a correct and complete list of each of the VERITAS Options, VERITAS Warrants and VERITAS Debentures, including the name of the holders of such VERITAS Options and VERITAS Warrants, the plan pursuant to which such VERITAS Options were issued (if applicable), the number of shares covered by such VERITAS Options, VERITAS Warrants and VERITAS Debentures (or into which it is convertible), the per share exercise price of such VERITAS Options, VERITAS Warrants and VERITAS Debentures, and the vesting schedule applicable to such VERITAS Options, including the number of shares vested as of the date of this Agreement.
Stock and Options. The authorized capital stock of TriZetto consists of 40,000,000 shares of TriZetto Common Stock and 5,000,000 shares of Preferred Stock, $0.001 par value (the "TRIZETTO PREFERRED STOCK"). At the close of business on May 12, 2000, 21,309,330 shares of TriZetto Common Stock were issued and outstanding, no shares of TriZetto Common Stock were held by TriZetto in its treasury and 3,332,943 shares of TriZetto Common Stock were reserved for issuance upon the exercise of outstanding options to acquire shares of TriZetto's capital stock (the "TRIZETTO OPTIONS"). No shares of TriZetto Preferred Stock are issued or outstanding. All outstanding shares of TriZetto Common Stock are validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of the capital stock of each of the TriZetto Subsidiaries are validly issued, fully paid and nonassessable and are owned by TriZetto or one of the TriZetto Subsidiaries free and clear of any liens, security interests, pledges, agreements, claims, charges or encumbrances. TriZetto has made available to IMS a correct and complete copy of its 1998 Stock Option Plan (the "TRIZETTO PLAN") and a correct and complete list of each TriZetto Option outstanding as of the date hereof, including the name of the holder of such TriZetto Option, the TriZetto option plan pursuant to which such TriZetto Option was issued, the security and number of shares covered by such TriZetto Option, the per share exercise price of such TriZetto Option and the vesting schedule applicable to such TriZetto Option. The shares of TriZetto Common Stock issuable pursuant to the terms of this Agreement will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any lien, pledge, security interest, claim or other encumbrance, except for restrictions on transfer pursuant to the Stockholder Agreement (as defined in Section 7.4) or under federal or state securities laws.
Stock and Options. The Company shall issue the Executive a one-time grant of 5% of the companies fully diluted shares as of July 1, 2014. Further, provided this Agreement is in force and effect on applicable grant dates, Executive shall receive an equal amount in stock options (the “Options”) as of July 1st, 2014 that gives Executive the right to exercise options the equivalent of a minimum of 5% percent of the companies fully diluted shares (as of the date of this agreement) of Class A Common Stock (“Common Stock”). The Options will vest over three years with the first year at $0.01 with cashless exercise provisions with one third of the total amount of the options vesting on July 1, 2014, one third at $0.02 on July 1, 2015 and at $0.03 on July 1, 2016. The Company will issue the Options to Executive pursuant to this provision within ten (10) days of the end of its current fiscal year. Additionally, the Options are subject to a cashless exercise provision whereby these options may be exercised (once vested) by the Executive either anytime up to 5 years from the date of this agreement; or a change in control or termination/resignation. The company’s Common Stock will be issuable upon exercise of the Options in accordance with Section (A) below (“Cashless Exercise”) or (iii) by a combination of any of the foregoing methods (in accord with Section (A) below), for the number of shares of Common Stock specified in such form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Executive per the terms of the Options) and the Executive shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock determined as provided herein.
(A) If the Fair Market Value of one share of Common Stock is greater than the exercise price (at the date of calculation as set forth below) and no Registration Statement relating to the shares of Common Stock underlying the Options is in effect, in lieu of exercising the Options for cash, the Executive may elect to receive shares equal to the value (as determined below) of the Option (or the portion thereof being cancelled) by surrender of the Option at the principal office of the Company together with the properly endorsed notice of cashless exercise in which event the Company shall issue to the Executive a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X= the numb...
