Capital Stock of Purchaser Sample Clauses

Capital Stock of Purchaser. Each issued and outstanding share of capital stock of Purchaser shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
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Capital Stock of Purchaser. Each share of Purchaser Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation. Each stock certificate of Purchaser evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Capital Stock of Purchaser. As of the commencement of the Offer, and at all times thereafter up to and including the Effective Time, all of the outstanding capital stock of Purchaser shall be owned directly by Parent. 4.3
Capital Stock of Purchaser. (a) The authorized Capital Stock of Purchaser consists solely of (i) 400,000,000 shares of common stock, $.001 par value and (ii) 10,000,000 shares of preferred stock, par value $.001 per share, of Purchaser (the “Purchaser Preferred Shares”, and together with the Purchaser Common Stock, the “Purchaser Shares”), of which 500,000 Purchaser Preferred Shares have been designated as Series A Preferred Stock, par value $.001 per share.
Capital Stock of Purchaser. The authorized capital stock of Purchaser, consists of (i) 50,000,000 shares of common stock, par value $0.01 per share, of which 33,287,267 shares were issued and outstanding as of the date hereof; (ii) no shares of capital stock of Purchaser in treasury; and (iii) no shares of Preferred Stock, authorized, issued or outstanding. Each share of the issued and outstanding capital stock of Purchaser is duly authorized, validly issued, fully paid and nonassessable. Purchaser will provide at Closing an updated version of this Section 4.2, updated and accurate as of the Closing (the “Updated Capitalization Representation”). The fully diluted percentage ownership of Purchaser represented by the Closing Shares will not materially change between the date hereof and the Closing. Except for (i) outstanding warrants to purchase 375,000 shares of common at $0.01 per share that were issued in connection with bridge loans, (ii) outstanding warrants to purchase 520,000 shares of common at $0.02 per share that were issued in connection with distribution agreements and services rendered, and (iii) outstanding agreements to issue 11,800,000 shares that may be issued in connection with pending acquisitions, there are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from Purchaser of any shares of its capital stock. In addition, Purchaser intends to reserve 1,000,000 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Company’s option plan.
Capital Stock of Purchaser. The authorized capital stock of Purchaser consists solely of 75,000,000 shares of Purchaser Common Stock and 2,000,000 shares of preferred stock, par value US$.01 per share (the “PURCHASER PREFERRED STOCK”). As of September 28, 2004, a total of 17,223,801 shares of Purchaser Common Stock were outstanding and a total of 3,049,700 shares of Purchaser Common Stock were held in treasury. As of the date of this Agreement, no shares of Purchaser Preferred Stock are issued or outstanding. Purchaser has reserved an aggregate of 1,500,000 shares of Purchaser Common Stock, 1,750,000 shares of Purchaser Common Stock and 1,500,000 shares of Purchaser Common Stock for issuance pursuant to its 1991 Stock Option Plan, its 1995 Stock Option Plan and its 2000 Stock Option Plan, respectively. As of September 28, 2004, a total of 2,051,097 shares of Purchaser Common Stock were subject to outstanding stock options, options to purchase a total of 874,493 shares of Purchaser Common Stock were available for future grant, and no shares of Purchaser Common Stock were subject to outstanding warrants. Upon the issuance and delivery of the Wireless Shares in accordance with the terms of this Agreement, all of the outstanding capital stock of Purchaser and its Subsidiaries shall be duly authorized, validly issued, fully paid and nonassessable, free of preemptive rights and any Liens. None of the outstanding shares of capital stock of Purchaser or any of its Subsidiaries was issued in violation of the Securities Act, the securities laws of any U.S. state or territory or the securities laws of any foreign government, or any other Applicable Law or any Judgment. Except as set forth on Schedule 3.03, there are no outstanding contractual or statutory obligations of Purchaser or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Purchaser or any of its Subsidiaries. Except as disclosed in this Section 3.03 or as set forth on Schedule 3.03, there are no outstanding options, warrants, convertible securities, subscriptions or other commitments or rights to acquire any shares of capital stock of the Purchaser or any of its Subsidiaries.
Capital Stock of Purchaser. The authorized capital stock of Purchaser, consists of (i) 20,000,000 shares of common stock, par value $0.001 per share, of which 6,294,650 shares were issued and outstanding as of the date hereof; (ii) no shares of capital stock of Purchaser in treasury; and (iii) 5,000,000 shares of Preferred Stock, $0.001 par value per share, all of which have been designated Series A Preferred Stock and all of which were issued and outstanding as of the date hereof (each of which shares is convertible into four shares of common stock). Each share of the issued and outstanding capital stock of Purchaser is duly authorized, validly issued, fully paid and nonassessable. Purchaser will provide at Closing an updated version of this Section 4.2, updated and accurate as of the Closing (the “Updated Capitalization Representation”). The fully diluted percentage ownership of Purchaser represented by the Closing Shares will not materially change between the date hereof and the Closing. Except for outstanding options to purchase up to 1,200,000 shares of common stock, there are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from Purchaser of any shares of its capital stock.
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Capital Stock of Purchaser. Each share of the common stock of Purchaser issued and outstanding immediately prior to the Effective Time shall continue as one fully paid and nonassessable share of common stock, $.001 par value per share, of the Surviving Corporation.
Capital Stock of Purchaser. Subject in all respects to the terms and conditions of this Agreement, the Shares to be issued pursuant to this Agreement (i) will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, or by Purchaser’s certificate of incorporation or by-laws or any agreement to which Purchaser is a party or is bound, and (ii) will, when issued, be listed on the New York Stock Exchange. Purchaser has reserved for issuance a sufficient number of authorized and unissued shares of its common stock to complete the transactions contemplated by this Agreement.
Capital Stock of Purchaser. (a) The authorized capital stock of Purchaser consists of 20,000,000 shares of common stock and 500,000 shares of preferred stock, $1.00 par value. As of February 14, 1996, 10,382,918 shares of Purchaser Common Stock and no shares of preferred stock, $1.00 par value, were issued and outstanding, all of which outstanding shares are validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Purchaser Common Stock was issued in violation of any preemptive rights. Except for options and warrants to purchase an aggregate of 1,168,544 shares of Purchaser Common Stock and a restricted stock grant covering 200,000 shares of Purchaser Common Stock, Purchaser does not have, as of February 14, 1996, outstanding any stock or securities convertible into or exchangeable for any shares of its capital stock and is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock.
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