Capitalization of Company. On the Effective Date, Company will have no Capital Stock outstanding other than the Common Stock and rights outstanding under the 103 Shareholder Rights Plan. All outstanding shares of capital stock of Company have been duly authorized and validly issued and are fully paid and non-assessable.
Capitalization of Company. As of the date of this Agreement, and as of the Closing Date, all of the issued and outstanding Common Stock or other securities of Company will have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the state of its incorporation. There are no agreements purporting to restrict the transfer of the Common Stock, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Common Stock. There are, and will not be at Closing, any equity securities issued or issuable or other securities which can be converted into any class of equity securities of Company.
Capitalization of Company. (a) The authorized capital stock of Company consists of 100,000,000 shares of Company Common Stock and 2,000,000 shares of Preferred Stock, par value $.01 per share (the "Company Preferred Stock"). As of the close of business on January 31, 1998, 59,363,555 shares of Company Common Stock are issued and outstanding, no shares of Company Common Stock are reserved for issuance under Company's 401(k) Savings Plan, 750,000 shares of Company Common Stock are reserved for issuance under Company's Employee Stock Purchase Plan, 8,352,195 shares of Company Common Stock are reserved for issuance pursuant to options previously granted pursuant to the Company Stock Option Plans and no shares of the Company Preferred Stock are issued or outstanding. All holders of Company Common Stock as of the record date will be entitled to vote with respect to the Merger. All the outstanding shares of Company's capital stock are, and all shares which may be issued pursuant to the Company Option Plans will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except (i) as set forth in this Section 3.05 or in Schedule 5.01, (ii) for the transactions contemplated by this Agreement, including those permitted in accordance with Section 5.01(f), (iii) for changes since January 31, 1998 resulting from the exercise of employee and director stock options outstanding on such date and (iv) for Shares that may be issued as provided in Section 5.01(f), there are outstanding (x) no shares of capital stock or other voting securities of Company, (y) no securities of Company convertible into or exchangeable for shares of capital stock or voting securities of Company, and (z) no options, warrants or other rights to acquire from Company, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of Company, obligating Company to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Company or obligating Company to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in clauses (x), (y) and (z) being referred to collectively as the "Company Securities"). None of Company or its Subsidiaries has any contractual obligat...
Capitalization of Company. As of the date of this Agreement, and as of the Closing Date, all of the issued and outstanding shares of the Company’s Common Stock or other securities of Company will have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the state of Florida. There are no agreements purporting to restrict the transfer of the Company Shares, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Company Shares. Except as set forth on Schedule 1, there are, and will not be at Closing, any equity securities issued or issuable or other securities which can be converted into any class of equity securities of Company.
Capitalization of Company. The authorized capital stock of the Company consists of 70,000,000 shares of Company Common Stock and 2,500,000 shares of Class A Preferred Stock, and the Company has no authority to issue any other capital stock. There are 25,524,467 shares of Company Common Stock issued and outstanding and 982,884 shares of Class A Preferred Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person. After the conversion into shares of Company Common Stock of the outstanding shares of Class A Preferred Stock, the outstanding balance owed under the Series 2 Notes and substantially all of the indebtedness outstanding under the Series 1 Notes, and in the case of the Series 1 and Series 2 Notes, accrued interest as applicable, the Company has approximately 36,271,014 shares of Company Common Stock outstanding. As of the Effective Time, there is not more than $270,000 in aggregate principal amount of indebtedness, plus approximately $23,465 of accrued interest thereon, under the Series 1 Notes outstanding. Except as disclosed on Schedule 2.3, the offer, issuance and sale of such shares of Company Stock were (a) exempt from the registration requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities laws and (c) accomplished in conformity with all other applicable securities laws. Except as disclosed in Schedule 2.3, none of such shares of Company Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or blue sky law. Except as disclosed in Schedule 2.5, the Company has no outstanding options, rights or commitments to issue Company Stock or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Stock or other Equity Securities of the Company. The Company has received written waivers executed by each of the holders of Class A Preferred Stock providing for the waiver of payment of any and all accrued but unpaid dividends under the terms of the Class A Preferred Stock.
Capitalization of Company. As of February 28, 1998, Company's authorized capital shares consisted of (i) 50,000,000 shares of common stock, without par value, of which (a) 16,672,757 shares were issued and outstanding, (b) 1,962,656 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 625,025 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Company pursuant to the Company's Incentive Plan, and (ii) 3,000,000 shares of preferred stock, without par value ("Company Preferred Shares"). As of the date of this Agreement, Company has designated as to series: (i) 1,000,000 shares of "Class A Serial Preferred", none of which is issued and outstanding; (ii) 1,000,000 shares of "Class B Serial Preferred", none of which is issued and outstanding; and (iii) 1,000,000 shares of "Class C Preferred", none of which is issued and outstanding. As of the date hereof, the series of "Class C Preferred" ("Class C Preferred Shares") is reserved for issuance in accordance with the Rights Agreement, dated as of October 13, 1988, as amended, by and between Company and First Chicago Trust Company of New York (successor to Society National Bank, successor to National City Bank), as Rights Agent ("Company Rights Agreement"), pursuant to which Company has issued rights ("Company Rights") to purchase shares of Class C Preferred Shares. Each outstanding share of Company capital stock is a common share, duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of Company capital stock has been issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the Company SEC Documents, pursuant to the Company Rights Agreement or in Section 4.3 to the Company
Capitalization of Company. On the Initial Borrowing Date, the capitalization of Company will be as set forth on Schedule 6.14 hereto. All outstanding shares of Capital Stock of Company have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 6.14, no authorized but unissued or treasury shares of Capital Stock of Company are subject to any option, warrant, right to call or commitment of any kind or character. A complete and correct copy of each of the Organizational Documents of Company in effect on the date of this Agreement and the Initial Borrowing Date has been delivered to Administrative Agent. Company has no outstanding stock or securities convertible into or exchangeable for any shares of its Capital Stock, or any rights issued to any Person (either preemptive or other) 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 of its Capital Stock or any stock or securities convertible into or exchangeable for any of its Capital Stock (other than as set forth in the Organizational Documents of Company). Neither Company nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or any convertible securities, rights or options of the type described in the preceding sentence.
Capitalization of Company. The general principle of the joint venture is that the costs linked to the project borne by Company would be equally shared by the two Members of the Company.
Capitalization of Company. (a) The authorized Equity Interest of the Company consists of fifty million (50,000,000) shares of common stock, $0.01 par value per share and ten million shares of Preferred Stock, $0.01 par value, of which 31,687,045 shares of common stock and no shares of Preferred Stock are issued and outstanding.
Capitalization of Company. The Company's capital stock is divided into common stock ("Common Stock") and preferred stock. The authorized capital stock of the Company consists of 4,368,200 shares of Series A Preferred Stock, of which, immediately after the Closing Date, 4,270,336 shares are issued or outstanding, 731,800 shares of Series B Preferred Stock, of which, immediately after the Closing Date, 637,790 shares are issued or outstanding, and 22,500,000 shares of Class A Common Stock, of which, immediately after the Closing Date, 4,811,189 shares will be outstanding on a fully diluted basis, and 2,500,000 shares of Class B Common Stock, of which, immediately after the Closing Date, 3,422,983 shares will be outstanding on a fully diluted basis (in each case taking into account all outstanding warrants, options and other rights to purchase the Common Stock and Preferred Stock). When the Warrant to be purchased by the Purchaser hereunder has been delivered as provided herein, the Warrant Shares (i) together with all outstanding shares of Common Stock, Preferred Stock and shares of Common Stock issuable upon exercise of all outstanding Options (as defined below) of the Company will not exceed the number of shares that have been authorized by the Company's Restated Certificate of Incorporation ("Certificate"), (ii) will have been duly authorized to be issued by the Company's board of directors, (iii) will, upon payment therefor in accordance with the terms of the Warrant, be duly and validly issued, fully paid and nonassessable and (iv) will have been reserved for issuance pursuant to the terms of the Warrant.
