Capital Structure of Company. The authorized capital units of Company consists of 100 units (the "Authorized Units"). That all of the Authorized Units are owned by and under the control of Western. All of the Authorized are validly issued, fully paid and non-assessable. There are no outstanding subscriptions, options, calls, rights, warrants, convertible securities or other agreements or commitments obligating Company, to issue, sell or otherwise dispose of or to purchase, redeem or otherwise acquire any of the Authorized Units.
Capital Structure of Company. Except as set forth herein, no shares of Company common stock or Company preferred stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise (except as described below). All outstanding shares of capital stock of Company and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except as set forth herein, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote). Except as set forth herein, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries is bound obligating Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Company or any of its Subsidiaries or obligating Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Company or any of its Subsidiaries. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company common stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.
Capital Structure of Company. The authorized capital stock of the Company consists of (i) 100 shares of common stock, par value $1.00 per share ("Company Common Stock"), of which, as of the date hereof, 100 shares are issued and outstanding and held by Company Parent and no shares are held in treasury. As of the Closing Date, all outstanding Company Common Stock will be held by Company Parent free and clear of all liens, encumbrances, charges, defaults or equitable interests. As of the date hereof, no shares of Company Common Stock are reserved for issuance. All outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. The Company does not have and is not bound by any Rights which are authorized, issued or outstanding with respect to the capital stock of the Company except as set forth above. None of the shares of the Company's capital stock has been issued in violation of the preemptive rights of any person. The Company has no Subsidiary.
Capital Structure of Company. The authorized share capital of Company consists of 100,000,000 of Company Common Shares. As of the close of business on August 1, 2008, 38,305,735 Company Common Shares were issued and outstanding, of which 23,415 were Company Restricted Shares, and 3,245,301 Company Common Shares were reserved for issuance upon the exercise or payment of outstanding warrants and outstanding stock options or other equity-related awards (such stock option and restricted share plans and programs, collectively, the “Company Share Plans”). There are no Company Common Shares held by Company or by its subsidiaries. From March 31, 2008 to the date hereof, Company has not issued or permitted to be issued any Company Common Shares, share appreciation rights or securities exercisable or exchangeable for or convertible into shares in the share capital of Company or any of its subsidiaries, other than pursuant to and as required by the terms of the Company Share Plans and, from March 31, 2008 to the date hereof, Company has not issued any share options or other awards under the Company Share Plans. All outstanding Company Common Shares have been duly authorized and validly issued and are fully paid and non-assessable and not subject to preemptive rights. No bonds, debentures, notes or other indebtedness having the right to vote (or which are convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote (“Voting Debt”) of Company or any subsidiary of Company are issued or outstanding. Except as set forth in Section 3.1(b)(iii) of the Company Disclosure Letter, and for options, units or awards issued or to be issued under the Company Share Plans, there are no options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character to which Company or any subsidiary of Company is a party or by which it or any such subsidiary is bound (A) obligating Company or any subsidiary of Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the share capital or any Voting Debt or other equity rights of Company, or of any subsidiary of Company, (B) obligating Company or any subsidiary of Company to grant, extend or enter into any such option, warrant, call, convertible or exchangeable security, right, commitment or agreement or (C) which provide the economic equivalent of an equity ownership interest in Company or any subsidiary of Company. Except as set f...
Capital Structure of Company. (i) The authorized share capital of Company consists of 100,000,000 of Company Common Shares. As of the close of business on August 1, 2008, 38,305,735 Company Common Shares were issued and outstanding, of which 23,415 were Company Restricted Shares, and 3,245,301 Company Common Shares were reserved for issuance upon the exercise or payment of outstanding warrants and outstanding stock options or other equity-related awards (such stock option and restricted share plans and programs, collectively, the “Company Share Plans”). There are no Company Common Shares held by Company or by its subsidiaries. From March 31, 2008 to the date hereof, Company has not issued or permitted to be issued any Company Common Shares, share appreciation rights or securities exercisable or exchangeable for or convertible into shares in the share capital of Company or any of its subsidiaries, other than pursuant to and as required by the terms of the Company Share Plans and, from March 31, 2008 to the date hereof, Company has not issued any share options or other awards under the Company Share Plans. All outstanding Company Common Shares have been duly authorized and validly issued and are fully paid and non-assessable and not subject to preemptive rights.
Capital Structure of Company. (a) As of the date of this Agreement, the authorized capital stock of Company consists of 500,000,000 shares of Company Common Stock, par value of $0.01 per share, and 50,000,000 shares of preferred stock, par value $1.00 per share (the “Company Preferred Stock”). As of October 6, 2023 (the “Capitalization Date”), (i) 58,066,969 shares of Company Common Stock were issued and outstanding, (ii) 5,897,470 shares of Company Common Stock were held by Company in its treasury, (iii) 725,023 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, of which (A) 42,860 shares were issuable upon exercise of outstanding Company Options, (B) 783,495 shares were issuable upon vesting of outstanding Company RSUs, (C) 40,127 shares were issuable upon settlement of outstanding Company DSUs and (D) 921,230 shares were issuable upon vesting of outstanding Company PSUs, assuming achievement of applicable goals and conditions at maximum performance levels, (iv) 826,834 shares of Company Common Stock were reserved and available for issuance pursuant to the Company ESPP, (v) no shares of Company Preferred Stock were issued and outstanding and (vi) no shares of Company Preferred Stock were held by Company in its treasury. All outstanding shares of Company Common Stock are, and all such shares which may be issued prior to the Effective Time in accordance with the terms of this Agreement will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, put option, call option, right of first refusal, preemptive right, subscription right, warrant or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Company or any Company Material Contract. There are no bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock or stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, and the capital stock of, or other equity or voting interests in the Company Subsidiaries owned by Company or one of its Subsidiaries, as of the Capitalization Date, (A) there were no shares of capital stock of, or other equity or voting interests in, Company or any Company Subsidiary issued, reserved for issuance or out...
Capital Structure of Company. (a) Since July 23, 2004, neither the Company nor any of its Material Subsidiaries shall have issued, redeemed, retired or repurchased any securities other than in transactions reasonably satisfactory to you; provided, however, the Company and its Subsidiaries are entitled to (i) have issued securities to finance the purchase and recapitalization of TNPE in the manner described in the TNPE Announcement Material and (ii) have issued, redeemed, retired or repurchased securities for other corporate purposes, in either case so long as such issuances, redemptions, retirements or repurchases shall not have resulted in the Company’s credit rating falling below investment grade.
Capital Structure of Company. The authorized capital stock of the Company as of the date hereof consists of (i) 1,000,000 Class A Shares, of which 1 Class A Share is issued and outstanding and held by Immtech, (ii) 1,000,000 Class B Shares, of which 310,000 Class B Shares are issued and outstanding and held by Franklin and/or its designees, and (iii) 500,000 Class C Shares, of which 33,333 Class C Shares are issued and outstanding and held by Xxxxxxxx X. Xxxxxxx ("Xx. Xxxxxxx"), 30,000 Class C Shares are reserved for issuance pursuant to options granted or to be granted to Xx. Xxxxxxx and 100,000 Class C Shares are reserved for issuance pursuant to options to be granted under the Company Stock Option Plan (defined in Section 16.C.). All of the Shares that are issued and outstanding are duly authorized, validly issued, fully paid and non-assessable. The Shares to be issued at all closings pursuant hereto will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable. Except as contemplated by this Agreement and except as set forth above, there are no outstanding subscriptions, options, rights, warrants, convertible securities or other agreements or commitments obligating the Company to issue or to transfer from its treasury any additional shares of its capital stock of any class, nor are there any agreements or commitments obligating the Company to repurchase or redeem any of the shares of its capital stock.
Capital Structure of Company. As of the date hereof, the authorized capital stock of Company consists of 25,000,000 shares of Common Stock, of which 9,580,331 shares are issued and outstanding as of the date hereof, together with options to purchase 1,729,506 shares of Common Stock and warrants to purchase 300,742 shares of Common Stock; and 5,000,000 shares of preferred stock, of which 200,000 have been designated as Series A Senior Participating Preferred Shares and none of which are issued and outstanding. Except for this Agreement and the Ancillary Agreements or as disclosed herein or therein, there are no agreements, arrangements, options, warrants, calls, rights or commitments of any character relating to the issuance, sale, purchase or redemption of any shares of capital stock of Company, other than those disclosed in Company's periodic filings under the Exchange Act and stock options granted to employees, officers and directors. No holder of Common Stock has any preemptive, stock purchase or other rights to acquire Common Stock. All of the outstanding shares of Common Stock are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar rights.
Capital Structure of Company. With respect to the capital structure of the Company:
