Beerman Stores Corp Sample Clauses

Beerman Stores Corp. Employee Stock Purchase Plan is terminated xxx no Options are issued and outstanding thereunder. All of the issued and outstanding Company Common Shares are, and all shares reserved for issuance pursuant to the Company Option Plan will be upon issuance in accordance with the terms specified in the Company Option Plan and the agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and non-assessable. Except pursuant to this Agreement and the Rights Agreement, dated as of December 30, 1997, as amended as of November 11, 1998, as further amended as of June 25, 2003 and as further amended as of the date hereof, by and between the Company and Norwest Bank Minnesota, N.A., as rights agent (the "Company Rights Agreement"), and except as set forth in Section 4.02 of the Company Disclosure Letter, 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 capital shares of the Company or to grant, extend or enter into any Option with respect thereto.
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