Capitalization Matters. 3.3.1. Immediately prior to the Initial Closing, the total authorized capital stock of the Company, consists of: (a) 100,000,000 shares of Common Stock, of which 19,363,539 shares are issued and outstanding; and (b) 5,000,000 shares of Preferred Stock, of which none are issued and outstanding.
Capitalization Matters. 3.7.1. Prior to any Credit Extension subsequent to the initial Credit Extension, Borrower shall have issued to Banyan Mezzanine Fund, L.P. (“Banyan”), and certain other investors, if applicable, subordinated debentures and warrants of Borrower, for an initial aggregate purchase price of $1,500,000, and otherwise subject to terms and conditions acceptable to Bank in its discretion. Such terms and conditions shall include that the subordinated debentures and warrants referred to in the foregoing sentence shall be Subordinated Debt, pursuant to the provisions of an intercreditor and/or subordination agreement, in form and substance satisfactory to Bank, between or among Bank and Banyan and such other investors, if applicable. Additional, subsequent subordinated debentures and warrants are anticipated in the future and Borrower hereby agrees that such subsequent subordinated debentures and warrants shall be subject to terms and conditions acceptable to Bank in its discretion and shall be Subordinated Debt pursuant to the provisions of an intercreditor and/or subordination agreement, in form and substance satisfactory to the Bank.
Capitalization Matters. (i) issuing shares of capital stock or securities convertible into shares, or warrants, options or other rights to acquire shares or limited liability interests, partnership interests or Interests (including Common Units and Profits Interest Units, but not including Class B Units) in the Company or any of its Subsidiaries (including any such actions taken in connection with the admission of an Additional Member under Section 3.9, but excluding any issuances to the Company or a wholly-owned Subsidiary of the Company); provided, that, in any such case, issuance of Interests shall be subject to Section 6.4(b);
Capitalization Matters. Issue or sell any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists on the date of this Agreement, or issue, grant, or sell any options, stock appreciation or purchase rights, warrants, conversion rights or other rights, securities or commitments obligating it to issue or sell any shares of its capital stock, or any securities or obligations convertible into, or exercisable or exchangeable for, any shares of its capital stock, other than the issuance of shares of Common Stock pursuant to the 28 Confidential Treatment Requested conversion, exercise or exchange of securities therefore outstanding as of the date of this Agreement in accordance with their terms, or form any Subsidiary or acquire any equity interest in any other Person;
Capitalization Matters. The capitalization of the Company is as set forth on Schedule 3.1(g). Except with respect to the Concurrent Offering and any Exempt Issuance: (a) the Company has not issued any capital stock since September 30, 2007, other than pursuant to the exercise of employee stock options under the Company’s stock option plans and pursuant to the conversion or exercise of outstanding Common Stock Equivalents; and (b) no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g), other than the Securities and pursuant to the Concurrent Offering or any Exempt Issuance, there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Holders) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth on Schedule 3.1(g), there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
Capitalization Matters. Issued or sold any shares of its capital stock, effected any stock split or otherwise changed its capitalization, or issued, granted, or sold any options, stock appreciation or purchase rights, warrants, conversion rights or other rights, securities or commitments obligating it to issue or sell any shares of its capital stock, or any securities or obligations convertible into, or exercisable or exchangeable for, any shares of its capital stock, other than the issuance of shares of Common Stock pursuant to the conversion, exercise or exchange of securities therefore outstanding as of the Company Balance Sheet Date in accordance with their terms;
Capitalization Matters. (a) The BMP Securities are owned by the BMP Sellers as set forth on Schedule 3.3(a). The BMP Securities owned by BMP Sellers represent all of the outstanding Equity Securities of BMP. BMP Sellers own the BMP Securities as set forth on Schedule 3.3(a) free and clear of all Liens, encumbrances, and other restrictions except for Liens that will be released at the Closing and Liens under applicable securities Laws or the Governing Documents of BMP. All of the BMP Securities are duly and validly issued and outstanding. There are no outstanding subscriptions, options, warrants, commitments, preemptive rights, agreements, arrangements or commitments of any kind for or relating to the issuance, sale, registration or voting of, or outstanding securities convertible into or exchangeable for, any Equity Securities of BMP. Upon the consummation of the Transactions, BMP Sellers will, as a result of the First Merger, sell and transfer to Buyer good, valid and marketable title to the BMP Securities, free and clear of any Liens or any other restrictions, voting rights, rights of first refusal, co-sale rights or similar rights or adverse claims.
Capitalization Matters. (i) issuing any Company Securities, other than (i) pursuant to a management equity plan approved by the Board and (ii) pursuant to a Subsequent Drawdown;
Capitalization Matters. The authorized capital stock of the Company consists of the Company Capital Stock, which are duly authorized and validly issued, fully paid and non-assessable and are owned by the Stockholders as set forth on Schedule 1. Except as set forth above, there are no shares of capital stock or other equity securities of Company outstanding. The Shares have not been issued in violation of, and are not subject to, any preemptive or subscription rights, and the Shares will not be subject to any preemptive or subscription rights. Except as set forth in Schedule 4.4, at Closing there are no outstanding options, warrants, calls, agreements (including without limitation stockholders’ agreements), subscriptions, phantom stock rights, convertible or exchangeable securities, or other commitments of any character pursuant to which the Stockholder or Company are or may become obligated to issue, sell, purchase, return, or redeem any securities of Company, other than this Agreement, and no equity interests of Company are reserved for issuance for any purpose.
Capitalization Matters. 3.3.1. Immediately prior to the Initial Closing, the total authorized capital stock of the Company, consists of: (a) 283,463,176 shares of Common Stock, of which 2,407,805 shares are issued and outstanding; and (b) 41,536,824 shares of Preferred Stock, of which (i) 1,000,000 shares are designated as Series A Preferred Stock, all of which are issued and outstanding, (ii) 4,711,247 shares are designated as Series B Preferred Stock, all of which are issued and outstanding, (iii) 800,000 shares are designated as Series C-1 Preferred Stock, all of which are issued and outstanding, (iv) 666,667 shares are designated as Series C-2 Preferred Stock, all of which are issued and outstanding, (v) 502,604 shares are designated as Series C-3 Preferred Stock, all of which are issued and outstanding, (vi) 4,250,000 shares are designated as Series C-4 Preferred Stock, all of which are issued and outstanding, (vii) 3,000,000 shares are designated as Series D Preferred Stock, all of which shares are issued and outstanding, and (viii) 26,606,306 shares of Series E Preferred Stock, all of which are issued and outstanding.
