Capital Stock. Issued, sold, disposed of or encumbered, or authorized the issuance, sale, disposition or encumbrance of, or granted or issued any option to acquire any shares of its capital stock or any other of its securities or any Equity Security, or altered the term of any of its outstanding securities or made any change in its outstanding shares of capital stock or its capitalization, whether by reason of reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise;
Capital Stock. All Capital Stock, debentures, bonds, notes and all other securities of the Borrower and its Subsidiaries presently issued and outstanding are validly and properly issued in accordance with all applicable laws, including, but not limited to, the "Blue Sky" laws of all applicable states and the federal securities laws. The issued shares of Capital Stock of the Borrower's Wholly Owned Subsidiaries are owned by the Borrower free and clear of any Lien or adverse claim. At least a majority of the issued shares of capital stock of each of the Borrower's other Subsidiaries (other than Wholly Owned Subsidiaries) is owned by the Borrower free and clear of any Lien or adverse claim.
Capital Stock a) As of the date of this Agreement, the authorized Capital Stock of the Company consists solely of (i) 250,000,000 shares of Common Stock, par value $0.001 per share, of which 78,296,488 shares are issued and outstanding as of December 31, 1999 (and no shares of Common Stock have been issued since December 31, 1999 except those issued in respect to the exercise of stock options), and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of which no shares are issued or outstanding. Each share of Capital Stock of the Company that will be issued and outstanding immediately following the Closing, including without limitation the Shares, will be duly authorized and validly issued and fully paid and nonassessable, and the issuance thereof will not have been subject to any preemptive rights or made in violation of any Applicable Law. (b) Except as set forth on Schedule 3.2, as of the date of this Agreement, there are (i) no outstanding options, warrants, agreements, conversion rights, exchange rights, preemptive rights or other rights (whether contingent or not) to subscribe for, purchase or acquire any issued or unissued shares of Capital Stock of the Company or any Subsidiary, (ii) no authorized or outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company or any Subsidiary, (iii) no rights, contracts, commitments or arrangements (contingent or otherwise) obligating the Company or any Subsidiary to either (A) redeem, purchase or otherwise acquire, or offer to purchase, redeem, or otherwise acquire, any outstanding shares of, or any outstanding warrants or rights of any kind to acquire any shares of, or any outstanding securities that are convertible into or exchangeable for any shares of, Capital Stock of the Company, or (B) pay any dividend or make any distribution in respect of any shares of, or any outstanding securities that are convertible or exchangeable for any shares of, Capital Stock of the Company, (iv) no agreements or arrangements under which the Company or any Subsidiary is obligated to register the sale of any of its securities under the Securities Act (except as provided hereunder) and except as set forth in Schedule 3.2(a) and (v) no restrictions upon, or Contracts or understandings of the Company or any Subsidiary, or, to the knowledge of the Company, Contracts or understandings of any other Person, with respect to, the voting or transfer of any shares of Capital Stock of...
Capital Stock. The authorized capital stock of the Company consists solely of 50,000,000 shares of common stock, par value $0.01 per share ("Company Common Stock"), and 25,000,000 shares of preferred stock, par value $0.01 per share ("Company Preferred Stock"). As of July 10, 2002, 15,316,062 shares (including restricted stock issued to employees of the Company but which shares have not been issued in certificated form) of Company Common Stock were issued and outstanding; no shares were held in the treasury of the Company. Since such date, there has been no change in the number of issued and outstanding shares of Company Common Stock or shares of Company Common Stock held in treasury and 413,398 and 775,644 shares were reserved for issuance under the Company's 1993 Stock Option Plan and Parallel Non-Qualified Savings Plan, respectively. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance (including the shares of New Preferred Stock issuable in the Offer and the shares of Company Common Stock issuable on conversion thereof) will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement and the Company Rights Agreement, and except as disclosed in the Disclosure Schedule (as defined in Section 8.11), 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 shares of capital stock of the Company or to grant, extend or enter into any Option with respect thereto or "phantom" stock rights or otherwise provide any payment or compensation based on "phantom" stock or measured by the value of the Company's stock, assets, revenues or other similar measure.
Capital Stock. The total number of shares of Capital Stock which the Company has authority to issue is 30,000,000 shares, consisting of 25,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Company has the power and authority and has taken all actions (corporate or other) necessary to authorize it to enter into and perform its obligations and undertakings under this Agreement. As of March 30, 1998, there were 4,633,000 shares of Common Stock issued and outstanding, and 1,666,667 shares of Preferred Stock issued and outstanding. Such shares of Common Stock and Preferred Stock have been duly authorized and were validly issued, are fully paid and nonassessable, were issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities of the Company. Neither the Company nor any of its Subsidiaries has outstanding any securities convertible into or exchangeable for any shares of Capital Stock nor does it have outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, any Capital Stock or securities convertible into or exchangeable for any Capital Stock other than (i) the Notes to be issued pursuant to this Agreement or pursuant to other similar agreements dated on or about the date of this Agreement, (ii) 1,666,667 shares of Preferred Stock convertible into Common Stock, and (iii) options and warrants to purchase shares of Common Stock as set forth and for the numbers of shares set forth on the Disclosure Schedule. The Company has duly authorized and reserved for issuance the Conversion Shares, and the Conversion Shares will, when issued, be duly and validly issued, fully paid and nonassessable and free from all Liens.
Capital Stock. Other than pursuant to the exercise of Company Options set forth in Section 5.01(b) of the Company Disclosure Schedule, (i) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of capital stock or any Rights or (ii) permit any additional shares of capital stock to become subject to grants of employee or director stock options or other Rights.
Capital Stock. Other than pursuant to Rights Previously Disclosed and outstanding on the date hereof, (i) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of Security Common Stock or any Rights, (ii) enter into any agreement with respect to the foregoing, or (iii) permit any additional shares of Security Common Stock to become subject to new Security Common Stock Options, other Rights or similar stock-based employee Rights.
Capital Stock. Except as set forth on Schedule 3.02(e), the authorized capital stock of each of the Company, TMMPT and each TMMPT Subsidiary consists only of common stock. All of the shares of the Company's, TMMPT's and each TMMPT Subsidiary's common stock have been duly authorized and are validly issued, fully paid and nonassessable. None of the Company, TMMPT or any TMMPT Subsidiary has other equity securities or securities containing any equity features authorized, issued or outstanding. Except as set forth on Schedule 3.02(e), there are no agreements or other rights or arrangements existing which provide for the sale or issuance of capital stock by the Company, TMMPT or any TMMPT Subsidiary and there are no rights, subscriptions, warrants, options, conversion rights or agreements of any kind outstanding to purchase or otherwise acquire from the Company, TMMPT or any TMMPT Subsidiary any shares of capital stock or other securities of the Company, TMMPT or any TMMPT Subsidiary of any kind. Except as set forth on Schedule 3.02(e), other than as may be created by virtue of this Agreement or any of the transactions contemplated hereunder, there are no agreements or other obligations (contingent or otherwise) which may require any of the Company, TMMPT or any TMMPT Subsidiary to repurchase or otherwise acquire any shares of its capital stock.