Capital Stock of the Purchaser. Each share of the common stock of the Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.
Capital Stock of the Purchaser. 5.03.1 The authorized capital stock of the Purchaser consists of 100,000,000 common shares of no par value of which one common share is issued and outstanding on the date hereof to and 50,000,000 Exchangeable Non-Voting Shares with no par value of which no shares are issued and outstanding. Each Exchangeable Non-Voting Share shall:
Capital Stock of the Purchaser. Each issued and outstanding share of capital stock of the Purchaser, immediately prior to the Effective Time, shall be converted into one share of Common Stock of the Surviving Corporation (collectively, the "New Shares").
Capital Stock of the Purchaser. The authorized capital stock of the Purchaser consists of 100,000,000 shares of common stock, $.01 par value per share (the "Purchaser Common Stock"), and 20,000,000 shares of preferred stock, $.01 par value per share, of which 3,450,000 shares have been designated as $3.625 Series A Convertible Preferred Stock (the "Convertible Preferred Stock"). As of the date hereof, (a) 64,001,901 shares of Purchaser Common Stock are issued and outstanding, (b) 3,450,000 shares of Convertible Preferred Stock are issued and outstanding, (c) an aggregate of approximately 4,500,000 shares of Purchaser Common Stock are reserved for issuance under the Purchaser's Employee Stock Purchase Plan, Employee Stock Option Plan and Incentive Stock Option Plan and (d) approximately 5,324,000 shares of Purchaser Common Stock are reserved for issuance upon conversion of the Convertible Preferred Stock. All outstanding shares of capital stock of the Purchaser have been duly authorized and validly issued, are fully paid and non-assessable and are free from pre-emptive rights. Except as set forth in the SEC Reports, there are no options, warrants, convertible or exchangeable securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Purchaser or obligating the Purchaser to issue or sell any shares of capital stock of, or any other interest in, the Purchaser. All shares of Purchaser Common Stock reserved for issuance as aforesaid or issuable pursuant to this Agreement, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. Except as set forth in the SEC Reports or as contemplated by this Agreement, there are no material outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of Purchaser Common Stock, or to provide funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any other Person, other than a Subsidiary of Purchaser.
Capital Stock of the Purchaser. When issued, the Purchaser ------------------------------ Stock constituting the Purchase Price will be duly authorized, validly issued, fully paid and nonassessable and will not be issued in violation of any pre- emptive rights. There are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of such Purchaser Stock. Other than the requirement of compliance with the Securities Act and the Securities Exchange Act of 1934, as amended, and the provisions of Sections 1.03 and 1.04, there shall be no restrictions on the right of the Sellers to sell and transfer the Purchaser Stock.
Capital Stock of the Purchaser. Each share of the capital stock of the Purchaser issued and outstanding immediately prior to the Effective Time shall remain a validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Capital Stock of the Purchaser. 5.03.1 The authorized capital stock of the Purchaser includes Exchangeable Non-Voting Shares of which no shares are issued and outstanding. Each Exchangeable Non-Voting Share shall:
Capital Stock of the Purchaser. At and as of the Parent Effective Time, each outstanding Purchaser Share shall continue to remain outstanding.
Capital Stock of the Purchaser. At the Closing, each share of common stock, par value $0.01 per share, of the Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. At the Closing, each share of preferred stock, par value $0.01 per share, of the Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of preferred stock, par value $0.01 per share, of the Surviving Corporation. Each stock certificate of the 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 the Purchaser. (a) The authorized capital stock of the Purchaser consists of (A) fourteen million (14,000,000) shares of Purchaser Common Stock, of which, immediately prior to the Closing, three million two hundred twelve thousand nine hundred sixty-two (3,212,962) shares were issued and outstanding and one million seven hundred thirty thousand two hundred sixty-three (1,730,263) shares were held in the Purchaser's treasury, and (B) and one million (1,000,000) shares of preferred stock, par value $0.01 per share, of which no shares are issued or outstanding. As of the Closing Date, but without giving effect to the transactions contemplated under the Transaction Documents, there will be issued and outstanding options to acquire one million seven hundred sixty thousand four hundred fifty-four (1,760,454) shares of Purchaser Common Stock and issued and outstanding warrants to acquire three hundred twenty-one thousand two hundred ninety-six (321,296) shares of Purchaser Common Stock. Except as set forth in this Section 4.4 or Schedule 4.4, immediately prior to the Closing, neither the Purchaser nor any of its subsidiaries have outstanding (i) any securities convertible into or exchangeable for any share of capital stock, (ii) any rights or warrants 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 other character relating to the issuance of, any capital stock, or (iii) any stock or securities convertible into or exchangeable for any of the securities set forth in clauses (i) or (ii) of this sentence. All of the issued and outstanding shares of Purchaser Common Stock have been duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights (other than as disclosed on Schedule 4.4). All issued and outstanding shares of Purchaser Common Stock were offered, issued, sold and delivered by the Purchaser in compliance with (or pursuant to exemptions from) all applicable state and federal laws governing the offer and sale of securities. None of such shares was issued in violation of the preemptive rights of any stockholder. Except as set forth on Schedule 4.4, there are no bonds, debentures, notes or other indebtedness of the Purchaser having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Purchaser may vote and there are no ...
