Transactions in Capital Stock. Except as set forth on Schedule 5.4, the COMPANY has not acquired any COMPANY Stock since January l, 1995. Except as set forth on Schedule 5.4, (i) no option, warrant, call, conversion right or commitment of any kind exists which obligates the COMPANY to issue any of its capital stock; (ii) the COMPANY has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof; and (iii) neither the voting stock structure of the COMPANY nor the relative ownership of shares among any of its respective stockholders has been altered or changed in contemplation of the Merger and/or the VPI Plan of Organization. Schedule 5.4 also includes complete and accurate copies of all stock option or stock purchase plans, including a list of all outstanding options, warrants or other rights to acquire shares of the COMPANY's stock and the material terms of such outstanding options, warrants or other rights.
Transactions in Capital Stock. There exist no Company Rights. The Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof. Neither the equity structure of the Company nor the relative ownership of shares among any of its Stockholders has been altered or changed in contemplation of the Merger within the two (2) years preceding the date of this Agreement.
Transactions in Capital Stock. No option, warrant, call, subscription right, conversion right or other contract or commitment of any kind exists of any character, written or oral, which may obligate the Company to issue, sell or otherwise cause to become outstanding any shares of capital stock. The Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof. As a result of the Merger, USFloral will be the record and beneficial owner of all outstanding capital stock of the Company and rights to acquire capital stock of the Company.
Transactions in Capital Stock. Except as set forth on Schedule 5.4, neither the COMPANY nor any of the COMPANY's Subsidiaries has acquired any COMPANY Stock since January 1, 1993. No option, warrant, call, conversion right or commitment of any kind exists which obligates the COMPANY or any of the COMPANY's Subsidiaries to issue any of their respective authorized but unissued capital stock. Except as set forth on Schedule 5.4, the COMPANY has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof. Except as set forth on Schedule 5.4, there has been no transaction or action taken with respect to the equity ownership of the COMPANY, or any of the COMPANY's Subsidiaries, in contemplation of the transactions described in this Agreement.
Transactions in Capital Stock. Except as set forth on Schedule 2.4(ii), (i) no option, warrant, call, conversion right or commitment of any kind exists which obligates Parent or Newco to issue any of its authorized but unissued capital stock and (ii) neither Parent nor Newco has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof. Schedule 2.4(ii) also includes complete and accurate copies of all stock option or stock purchase plans, including a list, accurate as of the date hereof, of all outstanding options, warrants or other rights to acquire shares of capital stock of Parent.
Transactions in Capital Stock. Except for the Other Agreements and except as set forth on Schedule 6.4, (i) no option, warrant, call, conversion right or commitment of any kind exists which obligates VPI or NEWCO to issue any of their respective authorized but unissued capital stock; and (ii) neither VPI nor NEWCO has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof. Schedule 6.4 also includes complete and accurate copies of all stock option or stock purchase plans, including a list, accurate as of the date hereof, of all outstanding options, warrants or other rights to acquire shares of the stock of VPI.
Transactions in Capital Stock. Except as set forth on Schedule 5.4(a), the Company has not acquired or redeemed any shares of capital stock of the Company since January 1, 1996. Except as set forth on Schedule 5.4(b), (i) no option, warrant, call, conversion right or commitment of any kind exists which obligates the Company to issue any of its authorized but unissued capital stock; (ii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof; and (iii) neither the voting stock structure of the Company nor the relative ownership of shares among any of its Stockholders has been altered or changed in contemplation of the AmPaM Plan of Organization. There are no voting trusts, proxies or other agreements or understandings to which the Company is a party or is bound with respect to the voting of any shares of capital stock of the Company.
Transactions in Capital Stock. Except as set forth on Schedule 6.4, Company has not acquired any Company Stock since January 1, 1995. Except as set forth on Schedule 6.4, (i) no option, warrant, call, conversion right or commitment of any kind exists which obligates Company to issue any of its authorized but unissued capital stock; and (ii) Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof. Schedule 6.4 also includes complete and accurate copies of all stock option or stock purchase plans, including a list of all outstanding options, warrants or other rights to acquire shares of Company Stock.
Transactions in Capital Stock. Except as disclosed in SCHEDULE 5.5, no option, warrant, call, subscription right, conversion right or other contract or commitment of any kind exists of any character, written or oral, which may obligate the Company to issue, sell or otherwise cause to become outstanding any shares of capital stock. Except as disclosed in SCHEDULE 5.5, the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof.
Transactions in Capital Stock. Except as accurately set forth in Section 4.08 of the Disclosure Statement: (a) the Company has no fixed or contingent obligation to purchase, redeem or otherwise acquire or reacquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof, and (b) no transaction has been effected, and no action has been taken, respecting the equity ownership of either the Company or any Company Subsidiary, in either case in contemplation of the transactions described in this Agreement.
