Options, Warrants, Reserved Shares. Except for (i) the warrant issued to Value Partners Greater China High Yield Income Fund in March 2019, (ii) any A Shares (and options and warrants therefor) reserved for issuance to the employees, directors, and consultants of the Group Companies pursuant to any equity incentive plan that may be adopted from time to time by the Company, (iii) as provided in the Restated Articles, and (iv) any A Shares to be issued to certain potential investors for this financing round on or around April 30, 2019, including the transactions contemplated herein, there are no options, warrants, conversion privileges, agreements, or rights of any kind with respect to the issuance or purchase of the Purchased Shares or any other securities of the Company. Apart from any exceptions noted in the Restated Articles, no outstanding shares (including the Purchased Shares), or shares issuable upon exercise or exchange of any outstanding options, warrants, or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal, or other rights of any kind to purchase such shares (whether in favor of the Company or any other person).
Options, Warrants, Reserved Shares. Except for (i) the rights provided in the Transaction Documents (including the Warrant), (ii) up to an aggregate of 285,112,976 Ordinary Shares reserved for issuance or issued to the trustee as restricted shares under the ESOP, of which (x) 209,750,000 Ordinary Shares have been reserved for the issuance of share options pursuant to the Share Option Scheme, (y) 69,925,476 Ordinary Shares have been issued to the trustee named Core Pacific-Yamaichi International (H.K.) Nominees Limited as restricted shares pursuant to the Share Award Scheme, and (z) 5,437,500 Ordinary Shares have been reserved to be used solely for future award under the ESOP, (iii) the options to purchase the equity interest in the ICP Holdco as set forth in the Restructuring Documents, (iv) the right to purchase Shares from the Officer Holdco by the Company, Kingsoft and Xiaomi as set forth in the Officer Restricted Share Agreement and Xx. Xxxxx’x Agreements, (v) the right to purchase Shares from the Management Holdco by the Company and Kingsoft as set forth in the Management Restricted Share Agreement, (vi) the right to purchase Shares issued pursuant to the ESOP by the Company as set forth in the rules of the ESOP, (vii) the conversion right of Kingsoft and Xiaomi provided in the Loan Agreement and the conversion right of the IDG Investor, the AMC Investor, the CM Investor and the Liyue Investor provided in Section 10 of the Restated Shareholders Agreement, (viii) the rights to enforce the charge over the relevant Shares under the Xx. Xxxx’x Share Charges, Xx. Xxxxx’x Share Charge and the Management Holdco’s Share Charge (each as defined in the Restated Shareholders Agreement), and (ix) the rights to enforce the charge over the Shares granted to the participants of the ESOP pursuant to the undertaking letters executed by such participants in favor of Kingsoft to secure the repayment of the loan under the Loan Agreement, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company or any other Group Companies.
Options, Warrants, Reserved Shares. The Company has reserved sufficient number of Ordinary Shares for issuance upon the conversion of the Purchased Shares. Except for (i) the conversion privileges of the Purchased Shares, (ii) the preemptive rights provided in the Shareholders Agreement to be entered into at the Closing and attached hereto as Exhibit C (the “Shareholders Agreement”), (iii) 186,750 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees pursuant to the employee equity incentive plans approved by the Board of Directors of the Company and by the Investors, (iv) as provided in the Memorandum and Articles of Association of the Company and (v) as contemplated hereby, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company. Apart from the exceptions noted in this Section 3.2 and the Shareholders Agreement, no shares (including the Purchased Shares and the Conversion Shares) of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other person).
Options, Warrants, Reserved Shares. As of the Effective Date, 80,000,000 shares of Class A Common Stock are reserved for issuance under the Company’s 2007 Equity and Incentive Plan under which (A) options to purchase 35,799,411 shares of Class A Common Stock at an exercise price of $23.00 per share are outstanding and (B) 452,676 restricted stock units are outstanding. As of the Closing, the Company will have designated 9,500,000 shares of its preferred stock as Series A Preferred Stock (the “Series A Preferred Stock”) subject to issuance upon the exchange of the Class A Common Stock pursuant to Section 12(a) of the Investor Rights Agreement. Except as set forth in this Section 4.2 and except for (i) the rights of conversion of the Class B Common Stock, (ii) the right to effect the exchange of Class A Common Stock for Series A Preferred Stock pursuant to Section 12(a) of the Investor Rights Agreement, (iii) the rights of conversion of the Series A Preferred Stock and (iv) options, restricted stock units and restricted stock awards issued pursuant to the Company’s 2007 Equity and Incentive Plan since the Effective Date, there are no options, warrants, conversion privileges or other rights or agreements with respect to the issuance thereof, presently outstanding obligating the Company to issue or sell any of the capital stock of the Company. Except (x) as described in this Section 4.2 or in the Investor Rights Agreement and (y) repurchase rights in respect of director options, no shares (including the Shares, the Exchange Shares and the Conversion Shares) of the Company’s outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding options or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such stock (whether in favor of the Company or any other person), pursuant to any agreement or commitment to which the Company is a party or of which the Company has actual knowledge.
Options, Warrants, Reserved Shares. Except for: (i) the ---------------------------------- conversion privileges of the Series A Preferred Stock; (ii) Four Million Six Hundred Ninety Thousand Six Hundred Thirty Two (4,690,632) shares of Common Stock reserved for issuance under MPI's 1993 Stock Option Plan under which options to purchase Two Million Four Hundred Twenty Four Thousand Five Hundred (2,424,500) shares are outstanding; and (iii) warrants to purchase Seven Hundred Thousand (700,000) shares of Common Stock; there is no outstanding, option, warrant, right (including conversion or preemptive rights) or agreement for the purchase or acquisition from MPI of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of MPI's capital stock. Apart from the exceptions noted in this Section 8.10, and except for rights of first refusal held by MPI to purchase shares of its stock issued under MPI's 1993 Stock Option Plan, no shares of MPI's outstanding capital stock , or stock issuable upon exercise or exchange of any outstanding options, warrants or rights, or other stock issuable by MPI, are subject to any preemptive rights, rights of first refusal or other rights to purchase such stock (whether in favor of MPI or any other person), pursuant to any agreement or commitment of MPI.
Options, Warrants, Reserved Shares. Except for: (i) the approximately 1,657,400 shares of Common Stock issuable upon exercise of options outstanding as of June 30, 1999, (iii) approximately 34,000 additional shares of Common Stock reserved for issuance under the Company's 1995 Directors Stock Option Plan, (iv) approximately 792,600 additional shares of Common Stock reserved for issuance under the Company's 1995 Equity Incentive Plan and (v) warrants to purchase an aggregate of approximately 1,573,000 shares of Common Stock, there are not outstanding any options, warrants, rights or agreements for the purchase or acquisition from the Company of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's capital stock.
Options, Warrants, Reserved Shares. Except for (i) the conversion privileges of the Series A Shares, Series B Shares and Series C Shares, (ii) up to 26,415,442 Common Shares reserved for issuance pursuant to the ESOP (as defined in Section 5.7), and (iii) as provided in Section 3.2(g) of the Disclosure Schedule, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company. Except as set forth in the Restated Shareholders Agreement (defined below), no shares of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other person).
Options, Warrants, Reserved Shares. Except for (i) the conversion privileges of the Preferred Shares, (ii) up to 26,822,828 Common Shares reserved for issuance (or issuance of options therefor) to the employees of, and the advisors and consultants to, the Company and the Subsidiaries pursuant to the Company’s 2010 share incentive plan (the “2010 ESOP Plan”) adopted by the Company by shareholders resolutions on December 30, 2010, of which the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP Plan, (iii) the Common Shares reserved for issuance upon the conversion of the Preferred Shares, (iv) the Investor Warrant to be issued in connection with the transactions contemplated herein, (v) the warrant to be issued to Skyline Global Company Holdings Limited (the “Primavera New Warrant”) substantially in the form attached hereto as Exhibit F, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company. Except as set forth in the Restated Shareholders Agreement, no shares of the Company’s outstanding share capital or shares issuable upon conversion, exercise or exchange of any outstanding options or other convertible, exercisable or exchangeable securities issued or issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other person). There have been no exercises of the conversion rights of any Preferred Share since the issuance of such class of securities.
Options, Warrants, Reserved Shares. Except for (i) the ---------------------------------- conversion privileges of the Series A Stock, the Series B Stock and the Series B-1 Stock; (ii) the 7,660,506 shares of Common Stock reserved for issuance under the Company's 1997 Equity Incentive Plan (the "Plan"), under which options to purchase 4,184,742 shares are outstanding; (iii) the 160,000 shares of Common Stock reserved for issuance under the Company's Company Share Option Scheme for its United Kingdom subsidiary ("UK Option Scheme"), under which options to purchase 68,500 shares are outstanding, (iv) the rights of first refusal granted to certain investors under Section 3 of that certain Stockholders' Agreement dated June 11, 1999, by and among the Company, such investors and certain other stockholders of the Company (the "Existing Refusal Rights"), (v) the Warrant, and (vi) warrants to purchase 825,834 shares of Common Stock, there is no outstanding option, warrant, right (including conversion or preemptive rights) or agreement for the purchase or acquisition from the Company of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's capital stock. Apart from the exceptions noted in this Section 3.2(c), no shares of the Company's outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding options, warrants or rights, or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such stock (whether in favor of the Company or any other person), pursuant to any agreement or commitment of the Company. Apart from that certain Voting Agreement dated June 11, 1999, by and among the Company and certain of its stockholders (which agreement will be superseded by the Restated Voting Agreement), the Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (d) The outstanding shares of the capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been approved by all requisite stockholder action. 3.3
Options, Warrants, Reserved Shares. Except for the Xircom Stock Option Plan, 1992 Directors Stock Option Plan, 1994 Employee Stock Purchase Plan, and the 1995 Stock Option Plan, each as amended (the "Plans"), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's capital stock. Except for any stock repurchase rights of the Company under the Plans, no shares of the Company's outstanding capital stock, or stock issuable upon exercise, conversion or exchange of any outstanding options, warrants or rights, or other stock issuable by the Company, are subject to any rights of first refusal or other rights to purchase such stock (whether in favor of the Company or any other person), pursuant to any agreement, commitment or other obligation of the Company.
