Target Capital Stock Sample Clauses

Target Capital Stock. Target's total issued and outstanding capital stock will not exceed a total of 1990 shares of no par value common stock including the shares currently issued. Except in connection with the hiring of additional employees, Target will not prior to the Closing (a) amend its Articles of Incorporation or bylaws, (b) issue or acquire any shares of its capital stock, (c) issue or create any warrants, obligations, subscription, options, convertible securities, or other commitments under which any additional shares of its capital stock of any class may be directly or indirectly authorized, issued, or transferred from treasury, or (d) agree to do any of the acts listed above.
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Target Capital Stock. Target's authorized capital stock consists -------------------- of 10,000,000 shares of common stock, par value $1.00 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. As of the date hereof, (i) 4,103,478 Shares of Target Common Stock and no shares of Target's preferred stock were issued and outstanding, (ii) 459,787 Shares of Target Common Stock were held by Target in its treasury, (iii) 94,047 Shares of Target Common Stock were subject to issuance pursuant to outstanding Target Options and 9,334 additional Shares were subject to issuance pursuant to subscriptions for Shares pursuant to Target's Employee Stock Purchase Plan, and (iv) shares of Target's preferred stock were reserved for issuance in connection with the Rights issued pursuant to the Stockholder Protection Rights Agreement dated as of February 13, 1997 (as amended from time to time, the "Target Rights Plan") between Target and Xxxxxx Trust and Savings Bank, Inc., as Rights Agent. Target has filed with the Commission a complete and correct copy of the Rights Plan, as amended, and no amendments thereto have been made since last filed. All of the issued and outstanding shares of Target Common Stock are, and all Shares subject to issuance as aforesaid when issued will be, duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. Except as set forth above, as of the date hereof there were no other shares of capital stock issued, reserved for issuance, or outstanding, and there are no options, warrants, or similar rights granted by Target or any other agreements to which Target is a party providing for the issuance or sale by it, or the repurchase or redemption by it, of any capital stock or other securities. There is no liability for dividends declared or accumulated but unpaid with respect to any of the shares of Target Common Stock. Except for the Shares (including the associated Rights), there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Target having the right to vote (or convertible into or exchangeable for, securities having the right to vote) on any matters on which stockholders of Target may vote. There are no agreements or arrangements to which Target is a party pursuant to which Target is or could be required to register Shares or other securities under the Securities Act of 1933, as amended (the "Securities Act") or relating to the voting of any of its or any subsidiaries' capi...
Sample 1
Target Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Target or the holders of any of the following securities:
Sample 1
Target Capital Stock. (i) Each share of Target Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive (without interest) a portion of the Cash Merger Consideration and Stock Merger Consideration as set forth on the Closing Payment Schedule, as adjusted by the Additional Shares, if any, the Escrow Shares as contemplated in Section 8 of the Agreement, the Management Cash Amount, the Securityholder Cash Amount, the Agent Escrow Amount and the working capital adjustment set forth in Section 2.13(e) below, and otherwise subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, if any holder of Target Preferred Stock shall not be an Accredited Investor as of the Closing Date, then, in lieu of Stock Merger Consideration to which such holder would otherwise have been entitled had such holder been an Accredited Investor, such holder shall receive Cash Merger Consideration with a value equal to such Stock Merger Consideration valued at the Deemed Value with any Additional Shares valued at the Fair Market Value of such shares as of the date of issuance hereunder. (ii) Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive (without interest) a portion of the Cash Merger Consideration as set forth on the Closing Payment Schedule, as adjusted by the Fair Market Value of the Additional Shares, if any, the Management Cash Amount, the Securityholder Cash Amount, the Agent Escrow Amount and the working capital adjustment set forth in Section 2.13(e) below, as applicable, and otherwise subject to the terms and conditions of this Agreement.
Sample 1
Target Capital Stock. Each share of Target Capital Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be converted and exchanged into the right to receive the following (collectively, the “Merger Consideration”): cash equal to (i) the Initial Capital Stock Consideration plus (ii) any Excess Surplus divided by the Fully-Diluted Shares (the “Surplus Consideration”) plus (iii) any Remaining Escrow Amount divided by the Total Outstanding Stock (the “Escrow Consideration”).
Sample 1
Target Capital Stock. All of the issued and outstanding capital stock of the Target shall be owned by the Sellers free and clear of any Lien. Each of such outstanding capital stock of the Target will be duly authorized, validly issued, fully paid and nonassessable and will not be issued in violation of any applicable law or of any preemptive right of stockholders. Except for this Agreement, there is no commitment, plan, or arrangement to issue, and no outstanding option, warrant or other right calling for the issuance of, any share of capital stock of the Target or any security or other instrument convertible into, exercisable for or exchangeable for capital stock of the Target. There is no outstanding security of the Sellers or other instrument convertible into or exchangeable for capital stock of the Target.
Sample 1
Target Capital Stock. Each share of Target Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive (without interest) an amount of cash equal to (i) with respect to the Target Senior Preferred Stock, the applicable Senior Per Share Consideration for such share of Target Senior Preferred Stock and (ii) with respect to the Target Prior Preferred Stock, the applicable Prior Per Share Consideration (if any) for such share of Target Prior Preferred Stock, in each case less the portion of the Escrow Amount and the Stockholders’ Agent Expense Amount attributable to such share of Target Preferred Stock, and otherwise subject to the terms and conditions of this Agreement; provided, that if the Merger Consideration does not exceed the Senior Preference after adjustment for any Working Capital Amount pursuant to Section 2.12, no consideration shall be delivered in exchange for the Target Prior Preferred Stock. The Escrow Amount and the Stockholders’ Agent Expense Amount shall be deducted on a pro rata basis from the Merger Consideration attributable to each share of Target Preferred Stock. All other shares of Target Capital Stock shall be canceled and extinguished without any conversion thereof, and no consideration shall be delivered in exchange therefor.
Sample 1
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Target Capital Stock. The authorized capital stock of Target consists solely of 4,000,000 shares of Target Common Stock, of which 846,000 shares are issued and outstanding as of the date hereof, 1,000,000 shares of preferred stock, no par value, of which no shares were issued and outstanding as of the date hereof and 100 shares of organizational common stock, $10.00 per share par value, of which no shares are issued and outstanding as of the date hereof. As of the date hereof, no shares of Target Common Stock were held in treasury by Target or otherwise directly or indirectly owned by Target. The outstanding shares of Target Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the outstanding shares of Target Common Stock have been issued in violation of the preemptive rights of any Person. Section 5.03(c) of Target's Disclosure Schedule sets forth for each Target Stock Option, the name of the grantee, the date of the grant, the type of grant, the status of the option grant as qualified or non-qualified under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), the number of shares of Target Common Stock subject to each option, the number of shares of Target Common Stock subject to options that are currently exercisable and the exercise price per share. Except as set forth in the preceding sentence, there are no shares of Target Common Stock reserved for issuance, Target does not have any Rights issued or outstanding with respect to Target Common Stock and Target does not have any commitment to authorize, issue or sell any Target Common Stock or Rights.
Sample 1
Target Capital Stock. Target's total issued and outstanding capital stock will not exceed a total of 10,000,000 shares of no par value common stock including the shares currently issued. Except in connection with the hiring of additional employees and except in connection with the completion of Target's Private Placement currently being undertaken, Target will not prior to the Closing (a) amend its Articles of Incorporation or bylaws, (b) issue or acquire any shares of its capital stock, (c) issue or create any warrants, obligations, subscription, options, convertible securities, or other commitments under which any additional shares of its capital stock of any class may be directly or indirectly authorized, issued, or transferred from treasury, or (d) agree to do any of the acts listed above. At Closing, Target will have no more than 10,000,000 shares issued and outstanding.
Sample 1

Related to Target Capital Stock

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Authorized Capital Stock Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Capital Stock The authorized capital stock of the Company consists solely of 50,000,000 shares of common stock, par value $0.01 per share ("Company Common Stock"), and 25,000,000 shares of preferred stock, par value $0.01 per share ("Company Preferred Stock"). As of July 10, 2002, 15,316,062 shares (including restricted stock issued to employees of the Company but which shares have not been issued in certificated form) of Company Common Stock were issued and outstanding; no shares were held in the treasury of the Company. Since such date, there has been no change in the number of issued and outstanding shares of Company Common Stock or shares of Company Common Stock held in treasury and 413,398 and 775,644 shares were reserved for issuance under the Company's 1993 Stock Option Plan and Parallel Non-Qualified Savings Plan, respectively. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance (including the shares of New Preferred Stock issuable in the Offer and the shares of Company Common Stock issuable on conversion thereof) will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement and the Company Rights Agreement, and except as disclosed in the Disclosure Schedule (as defined in Section 8.11), there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of the Company or to grant, extend or enter into any Option with respect thereto or "phantom" stock rights or otherwise provide any payment or compensation based on "phantom" stock or measured by the value of the Company's stock, assets, revenues or other similar measure.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.2.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

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