Buyer Capital Stock. The authorized capital stock of the Buyer consists of (i) 1,000,000 shares of Buyer Preferred Stock, of which 0 shares are issued and outstanding, (ii) 100,000,000 shares of Buyer Common Stock, of which 51,750,000 shares are issued and outstanding. All of the outstanding shares of Buyer Common Stock have been, and all shares of Buyer Common Stock to be issued to Seller under this Agreement upon consummation of the Purchase and Sale Transaction (or thereafter pursuant Section 1E hereof will (upon issuance) be, duly authorized, validly issued, fully paid and nonassessable and no such shares of Buyer Common Stock have been or will be issued in violation of applicable securities laws or in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Corporation Law, Buyer’s certificate of incorporation or bylaws or any other agreement to which Buyer is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Buyer having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of capital stock of Buyer may vote. Except for the Buyer Warrants, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock or other equity rights, stock or other equity appreciation rights, stock or other equity-based performance units, commitments, contracts, arrangements or undertakings of any kind to which Buyer is a party or by which it is bound. The Buyer Warrants are, and after giving effect to the Purchase and Sale Transaction will be, exercisable for 44,400,000 shares of Buyer Common Stock at an exercise price of $7.50 per share. No Buyer Warrants are exercisable until consummation of the Purchase and Sale Transaction. Except for rights of holders of Buyer Common Stock to convert their shares of Buyer Common Stock into cash held in the Trust Fund (all of which rights will expire upon consummation of the Purchase and Sale Transaction), there are not any outstanding contractual obligations of Buyer and/or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of other equity interests in Buyer and/or any of its Subsidiaries.
Buyer Capital Stock. The authorized capital stock of Buyer consists solely of (a) 1,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding and (b) 30,000,000 shares of Buyer Common Stock, of which (i) 16,278,392 shares are outstanding as of the date hereof, and (ii) no shares are held by Buyer Subsidiaries, and (iii) 1,016,091 shares are reserved for future issuance pursuant to outstanding options granted under the Buyer Benefit Plans. The authorized capital stock of Merger Sub consists solely of 1,000 shares of Merger Sub Common Stock, all of which are outstanding as of the date hereof and are held by Buyer. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. There are no options, warrants or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement.
Buyer Capital Stock. On the date hereof the authorized capital stock of Buyer consists of 20,000,000 shares of Common Stock, 7,526,882 shares of which are issued and outstanding and of 1,000,000 shares of Serial Preferred Stock of which zero (0) shares are issued and outstanding. All stock of Buyer to be issued to NMC shall be duly authorized, validly issued, fully paid and non-assessable.
Buyer Capital Stock. The authorized capital stock of Buyer consists of 10,000,000 shares of Buyer Stock, of which 4,060,878 shares are outstanding as of the date hereof, and 2,500,000 shares of preferred stock, of which no shares have been issued or are outstanding. As of the date hereof, 268,312 shares of Buyer Stock are held in treasury by Buyer. The outstanding shares of Buyer Stock have been duly authorized and validly issued and are fully paid and non-assessable. Except for (a) the Buyer Option Plans pursuant to which there are outstanding options to acquire 411,190 shares of Buyer Stock, and (b) the Buyer Stock to be issued pursuant to this Agreement, Buyer does not have any Rights issued or outstanding with respect to Buyer Stock and Buyer does not have any commitments to authorize, issue or sell any Buyer Stock or Rights.
Buyer Capital Stock. The authorized capital stock of Buyer consists of (i) 10,000,000 shares of common stock, $2.50 par value per share, of which 4,145,067 shares are outstanding as of the date hereof and 209,510 shares held in treasury; (ii) 1,000,000 shares of preferred stock, without par value, none of which have been issued or are outstanding. The outstanding shares of Buyer Stock have been duly authorized and validly issued and are fully paid and non-assessable.
Buyer Capital Stock. At and after the Effective Time, each share of Buyer Capital Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.
Buyer Capital Stock. The entire authorized Capital Stock of Buyer consists of 1,000 shares of common stock, par value $.01 per share, of which 100 shares are issued and outstanding. Immediately prior to and as of the Closing, all of the Capital Stock of Buyer shall be held beneficially and of record by Parent, free and clear of all Encumbrances, except for Encumbrances pursuant to the transactions contemplated by any loan agreements with Union Bank of California, N.A. Buyer does not have outstanding any stock or securities convertible or exchangeable for any shares of its Capital Stock or containing any profit participation features, nor 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 plan. Buyer is not subject to any option or 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. Buyer has not violated any U.S. or state securities laws in connection with the offer, sale or issuance of its Capital Stock. All of the outstanding shares of Buyer's Capital Stock have been validly issued and are fully paid and nonassessable. There are no agreements between Buyer's shareholders with respect to the voting or transfer of the Buyer's Capital Stock or with respect to any other aspect of the Buyer's affairs.
Buyer Capital Stock. (a) The authorized capital stock of the Buyer consists solely of 50,000,000 shares of Datalink Stock, of which 11,219,693 shares were issued and outstanding as of September 30, 2006 and 11,228,890 shares were issued and outstanding as of January 23, 2007.
Buyer Capital Stock. Immediately after the effective date of the Prior Merger, the authorized capital stock of Buyer will consist of 20,000,000 shares of Common Stock, 7,000,000 shares will be issued and outstanding and of 1,000,000 shares of Serial Preferred Stock of which zero (0) shares will be issued and outstanding. All stock of Buyer to be issued to Robexx Xxxx Xxxlds, III, shall at the Closing Date, be duly authorized, validly issued, fully paid and non-assessable.
Buyer Capital Stock. The authorized capital stock of Buyer consists of 2,000,000 shares of preferred stock, par value $5.00 per share, of which none are issued and outstanding as of the date hereof, and 90,000,000 shares of Buyer Common Stock, of which 51,659,760 shares were issued and outstanding as of the date of this Agreement. All outstanding shares of Buyer Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have not been issued in violation of the preemptive rights of any person. As of the date of this Agreement, there are no shares of capital stock reserved for issuance, or any outstanding Rights with respect to any capital stock of Buyer, except as contemplated by a Buyer stock option or other equity-based compensation plan, by Buyer’s Member Stock Purchase and Dividend Reinvestment Plan or by Buyer’s Securities Documents.
