Capital Stock and Related Matters Sample Clauses

Capital Stock and Related Matters. (i) As of the Closing (as such term is defined in the Merger Agreement), the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the ...
Capital Stock and Related Matters. As of the date of this Agreement and immediately thereafter, the authorized capital stock of HI shall consist of (a) 147,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as of the date of this Agreement, HI shall not have outstanding any stock, investment rights, options, or securities convertible, exercisable, or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock. As of the date of this Agreement, all of the outstanding shares of HI's capital stock shall be validly issued, fully paid, and nonassessable and were issued in compliance with all applicable state and federal securities laws. There are no statutory or contractual stockholder's preemptive rights or rights of first refusal, with respect to the Shares or Underlying Common Stock which have not been effectively waived in writing. HI has not violated any applicable federal or state securities laws in connection with the offer, sale, or issuance of the Shares, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of...
Capital Stock and Related Matters. The authorized Equity Interests as of the Agreement Date of each Borrower Party and each Subsidiary of a Borrower Party that is a corporation and the number of shares of such Equity Interests that are issued and outstanding as of the Agreement Date are as set forth on Schedule 5.1(d). All of the shares of such Equity Interests in Domestic Subsidiaries that are issued and outstanding as of the Agreement Date have been duly authorized and validly issued and are fully paid and non-assessable. None of such Equity Interests in Domestic Subsidiaries have been issued in violation of the Securities Act, or the securities, “Blue Sky” or other Applicable Laws of any applicable jurisdiction. As of the Agreement Date, the Equity Interests of each such Borrower Party (other than Parent) and each such Subsidiary of a Borrower Party are owned by the parties listed on Schedule 5.1(d) in the amounts set forth on such schedule and a description of the Equity Interests of each such party is listed on Schedule 5.1(d). As of the Agreement Date, except as described on Schedule 5.1(d), no Borrower Party (other than Parent) or any Subsidiary of a Borrower Party has outstanding any stock or securities convertible into or exchangeable for any shares of its Equity Interests, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Equity Interests or any stock or securities convertible into or exchangeable for any Equity Interests. Except as set forth on Schedule 5.1(d), as of the Agreement Date, no Borrower Party or any Subsidiary of any Borrower Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or to register any shares of its Equity Interests, and there are no agreements restricting the transfer of any shares of such Borrower Party’s or such Subsidiary’s Equity Interests.
Capital Stock and Related Matters i. As of the Agreement Date, no shares of capital stock of the Company are issued and outstanding. ii. As of the Agreement Date, the authorized capital stock of Pathnet consists of (a) 10,000,000 shares of preferred stock (of which zero (0) shares are issued and outstanding); (b) 1,000,000 shares of Series A Convertible Preferred Stock (all of which are issued and outstanding); (c) 1,651,046 shares of Series B Convertible Preferred Stock (all of which are issued and outstanding); (d) 2,819,549 shares of Series C Convertible Preferred Stock (all of which are issued and outstanding); and (e) 60,000,000 shares of Common Stock (of which 2,977,593 are issued and outstanding). iii. As of the Closing and immediately thereafter (assuming that the Company has completed the closing under each of the Related Contribution Agreements and under a similar contribution agreement with all holders of the stock of Pathnet) the authorized capital stock of the Company will consist of (a) 39,620,860 shares of preferred stock, of which 2,899,999 shares are designated as Series A Convertible Preferred Stock (all of which will be issued and outstanding), 4,788,030 shares are designated as Series B Convertible Preferred Stock (all of which will be issued and outstanding), 8,176,686 shares are designated as Series C Convertible Preferred Stock (all of which will be issued and outstanding), 9,250,000 shares will be designated as Series D Convertible Preferred Stock (of which 8,511,607 will be issued and outstanding, allocated among the holders thereof as set forth on Exhibit H), and 4,506,145 shares of Series E Convertible Preferred Stock (of which 1,729,631 will be issued and outstanding) (collectively, the "Preferred Stock"), and (b) 60,000,000 shares of Common Stock, of which 2,977,593 shares will be issued and outstanding and 30,000,000 shares will be reserved for issuance upon conversion of the Preferred Stock. As of the Closing, neither the Company nor any Subsidiary will have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, except for the Preferred Stock and except as set forth on Exhibit H. Exhibit H accurately sets forth the following with ...
Capital Stock and Related Matters. The Charter of the Company authorize the Company to issue 5,000,000 shares of common stock, par value $0.01 per share and 200,000 shares of serial preferred stock, par value $0.01 per share. As of the date of this Agreement, there are 2,956,854 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029.
Capital Stock and Related Matters. All of the outstanding capital stock of Company has been duly authorized and validly issued and is fully paid and nonassessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of Company or obligating Company to grant, extend or enter into any such agreement or commitment to any Person other than Company except pursuant to Company’s equity incentive plans duly adopted by Company’s Board of Directors.
Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 20,000,000 shares of common stock and 1,000,000 shares of preferred stock. As of the date of this Agreement, there are 6,818,883 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.
Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 100,000,000 shares of common stock, $0.01 par value and 25,000,000 shares of preferred stock, $0.01 par value. As of the date of this Agreement, there are 14,623,659 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.
Capital Stock and Related Matters. Except as set forth in the Schedule of Exceptions: (i) On the date hereof, the authorized capital stock of the Company consists of (a) 25,000,000 shares of Common Stock, no par value ("Common Stock"), of which 8,787,271 shares are issued and outstanding, 4,062,500 shares are reserved for issuance upon conversion of the Shares, 3,370,123 shares are reserved for issuance in connection with the Company's stock option plans (which includes options to purchase 270,000 shares granted to members of the senior management team of the Company identified on the Schedule of Exceptions attached hereto as Exhibit C and delivered to the Purchasers prior to the execution of this Agreement ("Schedule of Exceptions")) of which options for 3,189,667 shares are outstanding as of the date of this Agreement, and options to purchase 180,456 remain available for issuance and 1,162,790 shares are reserved for issuance in connection with the conversion of the 7% Convertible Senior Subordinated Notes dated March 27, 1998 (the "Notes") in the aggregate principal amount of Fifteen Million Dollars ($15,000,000) and interest payments due on the Notes. As of the Closing and immediately thereafter, the authorized capital stock shall include 2,762,500 shares of Series A Stock and 487,500 shares of Series B Stock, which will be issued and outstanding. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Equity Securities, except as set forth on the Schedule of Exceptions and except pursuant to this Agreement. As of the Closing, the Company shall not have outstanding any Equity Securities, except as set forth above or on the Schedule of Exceptions. As of the Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or contractual shareholders preemptive rights or rights of refusal with respect to the issuance of the Shares hereunder or the issuance of the Common Stock upon conversion of the Shares. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. To the best of the Company's knowledge, there are no agreements between the Company's shareholders with re...
Capital Stock and Related Matters. Other than pursuant to the --------------------------------- Options, the Optionee has no right, title or interest in any other securities convertible or exchangeable for any shares of the Company's capital stock, and the Optionee does not have any right, title or interest in any rights or options to subscribe for or to purchase the Company's capital stock or any stock or securities convertible into or exchangeable for the Company's capital stock. The Optionee owns the Options, free and clear of all pledges, security interests, liens, claims, encumbrances, agreements, rights of first refusal and options of any kind whatsoever, other than such restrictions arising under the Securities Act of 1933, as amended, state securities laws or any of the documents and other agreements executed as of the date hereof in connection with the consummation of the Merger.