Equity Capital Structure Clause Samples
Equity Capital Structure. The authorized capital stock of the Company consists of (A) 200,000,000 Shares and (B) 100,000,000 preferred shares, par value $0.01 per share (the “Preferred Shares”). As of the close of business on May 1, 2020 (the “Measurement Date”), 54,070,851 Shares were issued and outstanding and no Preferred Shares were issued and outstanding. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights, were issued in accordance with applicable Law and were not issued in violation of any preemptive or other similar rights. As of the Measurement Date there were an aggregate of 1,650,071 Shares reserved for, and 2,456,856 Shares subject to, issuance pursuant to the Company Stock Plans. Except as provided in the preceding sentence and except for Shares that after the date hereof become reserved for issuance or subject to issuance as permitted under this Agreement, the Company has no Shares reserved for, or subject to, issuance. The Company has no Preferred Shares or other shares of capital stock reserved for or subject to issuance (it being understood that “other shares of capital stock” shall not include Shares).
Equity Capital Structure. (i) The authorized capital stock of the Company consists of (A) 200,000,000 Shares and (B) 100,000,000 preferred shares, par value $0.01 per share (the “Preferred Shares”). As of the close of business on February 13, 2020 (the “Measurement Date”), 53,892,052 Shares were issued and outstanding and no Preferred Shares were issued and outstanding. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights, were issued in accordance with applicable Law and were not issued in violation of any preemptive or other similar rights. As of the Measurement Date there were an aggregate of 1,650,071 Shares reserved for, and 2,456,856 Shares subject to, issuance pursuant to the Company Stock Plans. Except as provided in the preceding sentence and except for Shares that after the date hereof become reserved for issuance or subject to issuance as permitted under this Agreement, the Company has no Shares reserved for, or subject to, issuance. The Company has no Preferred Shares or other shares of capital stock reserved for or subject to issuance (it being understood that “other shares of capital stock” shall not include Shares). From the Measurement Date to the execution of this Agreement, the Company has not issued any Shares, except pursuant to the exercise of Company Options or the settlement of Company Director-Granted RSUs, Company Service-Based RSUs and Company Market-Based RSUs outstanding as of the Measurement Date, in accordance with their terms, and, since the Measurement Date, except as expressly permitted by this Agreement for the period following the date of this Agreement, the Company has not issued any Company Options, Company Director-Granted RSUs, Company Service-Based RSUs or Company Market-Based RSUs.
(ii) Section 5.1(b)(ii) of the Company Disclosure Letter contains a correct and complete list as of the Measurement Date of (A) the number of Shares subject to outstanding Company Options under the Company Stock Plans, (B) the number of Shares subject to outstanding Company Director-Granted RSUs under the Company Stock Plans, (C) the number of Shares subject to outstanding Company Service-Based RSUs under the Company Stock Plans and (D) the number of Shares subject to outstanding Company Market-Based RSUs, in each case, under the Company Stock Plans, and the grant date, exercise price, if any, expiration date, and vesting schedule of each such Company Option, Company Director-...
Equity Capital Structure. In connection with the emergence of the Guarantors and the Borrower from Chapter 11 and the consummation of the Chapter 11 Plan, the Reorganized Parent will have minimum equity capital of $225 million, which with all other equity capital of the Reorganized Parent, will be invested only in a single class of common stock, the New Common Stock, with all such New Common Stock having the same voting rights, and shall have no other class of capital stock authorized in its charter other than the New Common Stock. In addition to the Lender, it is anticipated that there will be up to two (2) additional Substantial Investors, who will also receive New Common Stock in exchange for their respective new investments. On the Effective Date, other than the New Common Stock issued in connection with the Chapter 11 Plan, and the GECC Convertible Note, the Reorganized Parent shall not, without the prior written consent of the Lender, issue any other class of equity securities, or other securities exchangeable for or convertible into equity securities. The Reorganized Parent alone, and not any Affiliate of the Reorganized Parent, shall issue equity securities in connection with the consummation of the Chapter 11 Plan.
Equity Capital Structure. Make any material changes in its equity capital structure (including in the terms of its outstanding Stock or Stock Equivalents), or amend any of its Organization Documents in any material respect or in any respect adverse to the Agent or Lenders, unless expressly permitted by this Agreement.