Company Securities. Except as set forth in this Section 3.7 or Section 3.7(c) of the Company Disclosure Letter, as of the Capitalization Date, there were (i) other than the Company Common Stock, no outstanding shares of capital stock of, or other equity or voting interest in, the Company; (ii) no outstanding securities of the Company convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or voting interest (including voting debt) in, the Company; (iii) no outstanding options, warrants or other rights or binding arrangements to acquire from the Company, or that obligate the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest (including voting debt) in, the Company; (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible, exchangeable or exercisable security, or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company; (v) no outstanding shares of restricted stock, restricted stock units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other securities or ownership interests in, the Company (the items in clauses (i), (ii), (iii), (iv) and (v), collectively with the Company Capital Stock, the “Company Securities”); (vi) no voting trusts, proxies or similar arrangements or understandings to which the Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of, or other equity or voting interest in, the Company; (vii) no obligations or binding commitments of any character restricting the transfer of any shares of capital stock of, or other equity or voting interest in, the Company to which the Company is a party or by which it is bound; and (viii) no other obligations by the Company to make any payments based on the price or value of any Company Securities. The Company is not a party to any Contract that obligates it to repurchase, redeem or otherwise acquire any Company Securities. There are no accrued and unpaid dividends with respect to any outstanding shares of Company Capital Stock. The Company does not ha...
Company Securities. Except as set forth in Sections 3.7(a) and 3.7(b), as of the date of this Agreement, there are no (i) shares of capital stock of, or other equity interest in, Company that are issued, reserved for issuance or outstanding; (ii) outstanding options, warrants, calls, convertible or exchangeable securities or other rights or binding arrangements that obligate the Company to issue any shares of capital stock or other equity interests in the Company or securities convertible into or exchangeable for such shares or equity interests; and (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of the Company or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or other ownership interests in, the Company (the items in clauses (i) through (iii), collectively, the “Company Securities”).
Company Securities. (a) At the Effective Time, each share of Common Stock, par value $.25 per share (the "Common Stock") of the Company, together with the associated Rights, issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock owned by Purchaser or Merger Sub or held by the Company or owned or held by any of their respective Subsidiaries, all of which shall be canceled as provided in Section 4.2(c), and other than shares of Dissenting Common Stock) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive cash in the amount of $50.00 per share, without interest (the "Merger Consideration"). Except where the context otherwise requires, all references herein to shares of Common Stock shall include the associated Rights.
Company Securities. Each Party hereby represents and warrants, on behalf of such Party only, to the other Parties that as of the date of this Agreement, except as disclosed to the Initial Consortium Members as of the date hereof, it and its Affiliates are the sole Beneficial Owner of and has good and valid title to the Company Securities set forth opposite its name in the table under Part I of Schedule B hereto, free and clear of any Liens, other than any Liens pursuant to this Agreement, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), or arising under the IRAs or the memorandum or articles of association of the Company and transfer restrictions imposed by generally applicable securities Laws. As of the date of this Agreement and except as disclosed to the Initial Consortium Members as of the date hereof, subject to the last sentence of this Section 9.2, its and its Affiliates’ Company Securities listed in the table under Part I of Schedule B hereto constitute all of the Ordinary Shares, Company Options and Company Restricted Share (and any other securities convertible, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by it. Except as otherwise indicated in the table under Part I of Schedule B hereto, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), it is and will be the sole record holder and Beneficial Owner of its Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Agreement with respect to its Covered Securities. It has not taken any action described in Section 4.7 hereof. It understands and acknowledges that each member of the Buyer Consortium and its Affiliates have expended, and are continuing to expend, time and resources in connection with the Transaction in reliance upon its execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of it contained herein.
Company Securities. (a) Each share of Common Stock issued and outstanding immediately prior to the Effective Time that is owned by the Company or any Subsidiary of the Company or by Purchaser, Merger Sub or any other Subsidiary of Purchaser (other than shares held in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.
Company Securities. First Reserve covenants and agrees with the Company that, without the consent of the Company, except for the Company Securities acquired pursuant to the Purchase Agreements or any similar agreement to which the Company and First Reserve (or its Affiliates or designees) are parties, any Company Securities acquired with the consent of the Company (including Company Securities acquired pursuant to the First Reserve IX Purchase) and any Company Securities issued pursuant to a stock split, stock dividend or recapitalization with respect to such Company Securities, no member of the First Reserve Group shall, directly or indirectly, acquire any Company Securities, if the effect of such acquisition, agreement or other action would be to increase the aggregate beneficial ownership of Company Securities by the First Reserve Group to an amount exceeding 19% of either the Voting Power or the number of outstanding shares of any class or series of Company Securities. The Company has taken all necessary action to, and will continue to, ensure that no member of the First Reserve Group will become an "Acquiring Person" under the Rights Agreement, dated as of September 13, 2001, between the Company and American Stock Transfer & Trust Company, as rights agent, as it may be amended from time to time, as a result of any purchase of Company Securities in compliance with this Section 3.1.