Company Capital Structure. (a) The registered share capital of the Company is NIS 30,000,000 divided into 30,000,000 Company Shares, of which 20,406,363 Company Shares are issued and outstanding as of August 31, 2009. No Company Shares are dormant shares and no shares are held in treasury by any member of the Company Group. All outstanding Company Shares, when issued, were duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement.
(b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligat...
Company Capital Structure. In the case of the Company, the authorized capital stock of the Company consists of 500,000,000 shares of Company Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). As of the Measurement Date, (i) 228,209,888 shares of Company Common Stock (excluding treasury shares) were issued and outstanding (including 119,422 shares of Company Common Stock subject to outstanding Company Restricted Stock Awards), (ii) no shares of Company Common Stock were held by the Company in its treasury and (iii) no shares of Company Preferred Stock were issued and outstanding. All of the outstanding shares of Company Common Stock have been duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. The Company has no shares of Company Common Stock or Company Preferred Stock reserved for issuance, except that, as of the Measurement Date, there were (a) 3,913,542 shares of Company Common Stock reserved for future issuance under the Company Stock Plans, (b) 867,802 shares of Company Common Stock subject to outstanding Company Option Awards, and such Company Option Awards have a weighted average exercise price of $21.03 per share, (c) 5,311,304 shares of Company Common Stock subject to outstanding Company RSU Awards, and (d) 5,494,388 shares of Company Common Stock subject to outstanding Company PSU Awards (assuming maximum performance and excluding those Company PSU Awards that pursuant to their terms may only be settled in cash). Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and each of the outstanding shares of capital stock or other securities of each of the Company’s Significant Subsidiaries is owned beneficially and of record by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Encumbrance (excluding such transfer restrictions of general applicability as may be provided under the Securities Act, the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions). Except for the Company Stockholders Agreement, as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, call agreements, understandings, claims or other agreements, commitments or rights of any type relating to the issuance, sale, redemption or transfer by the Company of...
Company Capital Structure. (a) The authorized capital stock of the Company consists of 45,000,000 shares of Common Stock, of which 8,607,166 shares are issued and outstanding, and 21,000,000 shares of Preferred Stock, of which (i) 9,000,000 shares are designated Series A Preferred Stock, of which 8,801,409 are issued and outstanding, and (ii) 12,000,000 shares are designated Series B Preferred Stock, of which 7,982,017 are issued and outstanding. The Company Capital Stock is held by the persons and in the amounts set forth in Section 3.2(a) of the Company Disclosure Letter. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles of incorporation, as amended, or bylaws, as amended, of the Company, or any agreement to which the Company is a party or by which it is bound. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding.
(b) Except for the Company’s 2004 Stock Plan (the “Plan”), the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. The Company has reserved 1,500,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the exercise of options granted under the Plan, of which (i) 969,425 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 shares have been issued, as of the date hereof, upon the exercise of options granted under the Plan. Section 3.2(b)(i) of the Company Disclosure Letter sets forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becom...
Company Capital Structure. The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock, $.001 par value, of which there were 13,738,832 shares issued and outstanding as of the date hereof plus any shares issued on the date hereof upon exercise of options outstanding on the date hereof and 2,000,000 shares of Preferred Stock, $.001 par value ("Company Preferred Stock"), of which 300,000 shares have been designated as Series B Participating Preferred Stock ("Series B Stock"). No shares of the Company Preferred Stock are issued and outstanding as of the date hereof and there will be no such shares outstanding as of the Effective Time. The registered holders of Company Capital Stock have the right (a "Company Right") to purchase from the Company shares of Series B Stock. The description and terms of the Company Rights are set forth in a Rights Agreement (the "Company Rights Agreement") between the Company and Harris Trust and Savings Baxx, xs Rights Agent, a true and correct copy of which has been delivered to Parent. On or prior to the date hereof, the Board of Directors of the Company amended the Company Rights Agreement to provide that the Parent and Merger Sub are not "Acquiring Persons" as defined in the Company Rights Agreement with respect to their rights to acquire Company Capital Stock pursuant to this Agreement. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company or any agreement or document to which the Company is a party or by which it is bound. As of the date hereof, the Company had reserved 5,515,624 shares of Company Capital Stock, net of exercises, for issuance to employees pursuant to the Company Stock Option Plans, under which options are outstanding for 4,783,397 shares of Company Capital Stock minus any options exercised on the date hereof. All shares of Company Capital Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. The Company Schedules include a list for each outstanding option as of the date hereof, of the following: (i) the name of the holder of such option, (ii) the number of shares subject to such option, and (iii) the exercise price of such option. No repricing of options has taken ...
Company Capital Structure. (a) Immediately prior to Closing, the authorized capital stock of the Company will consist of 100,000,000 shares of authorized Common Stock, $.001 par value, of which 11,773,997 shares are issued and outstanding as of December 31, 1998 and of which 10,000,000 are designated Class B Common, none of which are outstanding, and 50,000,000 shares of Preferred Stock, $.001 par value, of which 750,000 shares are designated Series A Preferred Stock, all of which are outstanding, 17,100,003 shares are designated Series B Preferred, all of which are outstanding, 11,149,287 shares are designated Series C Preferred, 396,159 of which are outstanding, 6,000,000 shares are designated Series C-1 Preferred, 2,701,049 of which are outstanding, 5,000,000 shares are designated Series D Preferred, none of which are outstanding and 5,000,000 shares are designated Series D-1 Preferred, 2,083,334 of which are outstanding (collectively, the "Company Capital Stock"). Except as provided in the Stockholders Rights Agreement, all outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable, are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities laws. The Company has no other capital stock authorized, issued or outstanding.
(b) Except for the Company's 1997 Stock Option Plan (the "Option Plan") and the 1998 Employee Stock Purchase Plan (the "Purchase Plan"), the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. The Company has reserved 15,520,342 shares of Company Common Stock for issuance to employees, directors and consultants pursuant to the Option Plan, 12,249,907 of which are subject to outstanding options under the Option Plan as of December 31, 1998 and has reserved 1,000,000 shares for the Purchase Plan, none of which are issued and outstanding. The Company has issued warrants to purchase 6,988,764 shares of Common Stock, all of which are outstanding. The Company has reserved 6,988,764 shares of Company Common Stock for issuance upon the exercise of such warrants. Except as described in this Section 2.4(b), there are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which ...
Company Capital Structure. 2.3.1. The authorized capital stock of the Company consists of (i) 11,000,000 shares of Company Common Stock, of which 2,297,096 shares were outstanding as of March 31, 1999; (ii) 1,307,693 shares of Series A Preferred Stock, of which 1,202,046 shares are outstanding; (iii) 1,860,672 shares of Series B Preferred Stock, of which 1,693,884 shares are outstanding; and (iv) 2,500,000 shares of Series C Preferred Stock, of which 2,000,000 shares are outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Common Stock and 22,000 shares of Series C Preferred Stock. The Company Capital Stock is held by the persons, with the domicile addresses and in the amounts set forth in Section 2.3.1 of the Disclosure Schedule. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities laws. There are no declared or accrued unpaid dividends with respect to any shares of the Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding.
2.3.2. Except for the Company Option Plan, the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. The Company has reserved 2,261,500 shares of Company Capital Stock for issuance to employees and consultants pursuant to the Company Option Plan. Of such shares, as of March 31, 1999, 537,958 have been issued upon exercise of Company Options and 893,608 shares are subject to outstanding unexercised options. Section 2.3.2.1 of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, the number and class or series of shares of Company Capital Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to date and whether the exercisability of such option will be accelerated by the transactions contemplated by this Agreement, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. Except for the Company Options as set forth in Section 2.3.2.2 of the Disclosure Schedule, there are no option...
Company Capital Structure. (a) The authorized capital stock of the Company consists of ______ shares of authorized Common Stock of which _____ shares are issued and outstanding. There are no other classes or series of capital stock of the Company of any kind outstanding or issuable. The Company Common Stock is held by the persons, with the domicile addresses and in the amounts set forth on Exhibit C. All outstanding shares of Company Common Stock are duly authorized, --------- validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound.
(b) There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement.
Company Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 shares of authorized Common Stock, of which 2,839,698 shares are issued and outstanding and 25,000,000 shares of authorized Preferred Stock (the "Preferred Stock"). The authorized Preferred Stock consists of 1,900,000 shares of authorized Series A Preferred, 1,377,360 of which shares are issued and outstanding, 5,600,000 shares of authorized Series B Preferred, 5,085,400 of which shares are issued and outstanding, 5,320,000 shares of authorized Series C Preferred, 4,879,331 of which shares are issued and outstanding, 3,333,334 shares of authorized Series D Preferred, 1,643,334 of which shares are issued and outstanding and 7,469,305 of which are undesignated and are not issued or outstanding. The Company Capital Stock, including all shares subject to the Company's right of repurchase, is held of record by the persons, with the addresses of record and in the amounts set forth on Schedule 2.3(a) of the --------------- Company Schedules. Schedule 2.3(a) of the Company Schedules also indicates for --------------- each Company shareholder (i) the share certificate numbers held by such person and (ii) whether any shares of Company Capital Stock held by such shareholder are subject to a repurchase right in favor of the Company, the lapsing schedule for any such restricted shares, including the extent to which any such repurchase right has lapsed as of the date of this Agreement and whether (and to what extent) the lapsing will be accelerated by the transactions contemplated by this Agreement. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound. All preferential rights of the Preferred Stock in connection with the sale of substantially all of the assets of the Company or a merger involving the Company are set forth in the Articles of Incorporation of the Company. Except as set forth in Schedule 2.3(a) of the Company Schedules, all issued and outstanding shares of Company Capital Stock have been offered, sold and delivered by the Company in compliance with applicable federal and state securities laws.
(b) The Company has reserved 1,000,000 shares of Common Stock for issuance to employees and consultants pursuant to the Option Plan, of which 841,629 sha...
Company Capital Structure. (a) As of the date hereof, the authorized Company Capital Stock consists of 10,000,000 shares of authorized Company Common Stock of which 10,000 shares are issued and outstanding as of the date hereof. All outstanding Capital Stock of the Company is held by the Stockholders. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities laws. There are no declared or accrued unpaid dividends with respect to any shares of the Company's Capital Stock. The Company has no other capital stock authorized, issued or outstanding.
(b) There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Capital Stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. As a result of the Acquisition, Parent will be the sole record and beneficial owner of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstanding.
Company Capital Structure. (a) The Company has authorized 1,000 Company Units for issuance, of which 1,000 Company Units are issued and outstanding. The Company Units are held by the Persons with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule. All outstanding Company Units are duly authorized, validly issued, fully paid and non-assessable and are not subject to any right of repurchase, vesting conditions or preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound. All outstanding Company Units have been issued or repurchased (in the case of Company Units that were outstanding and repurchased by the Company or any Member of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws, and were issued, transferred and repurchased (in the case of Company Units that were outstanding and repurchased by the Company or any Member of the Company) in accordance with any right of first refusal or similar right or limitation known to the Company. Other than Third Party Expenses of the Company, neither Purchaser nor the Company will suffer or incur any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to the ownership of the Company Units or the exchange thereof pursuant hereto. The Company has no obligation to repurchase any Company Units. No Member has withdrawn from the Company in whole or in part or exercised any right to withdraw its interest in the Company’s assets, and the Company has not received notice that any Member intends to exercise such rights. There are no declared or accrued but unpaid distributions with respect to any Company Units. The Company has no other membership interests authorized, issued or outstanding.
(b) Section 2.2(b) of the Disclosure Schedule sets forth for all holders of Company Unvested Units, the name of the holder of such Company Unvested Units, the repurchase price of such Company Unvested Units, the date of purchase of such Company Unvested Units and the vesting schedule for such Company Unvested Units, including the extent vested to date, whether the vesting of such Company Unvested Units is subject to acceleration as a result of the transactions contemplated by this Agreement or any other events.
(c) Neither the Company nor its Subsidiary has ever ever adopted, sponsored ...
