Equity Securities of the Company. During the period beginning on the date hereof and ending on the first to occur of (x) the Closing or (y) the date nine months after the date of the termination of this Agreement, neither Saw Mill, Parent nor Merger Sub shall, directly or indirectly, acquire or propose to acquire ownership, beneficially or of record, of any equity securities of the Company or any subsidiary thereof, except (i) pursuant to and as contemplated by this Agreement and (ii) immediately prior to the Closing, pursuant to and as contemplated by the Saw Mill Limited Partnership Agreement and the Contribution Agreement.
Equity Securities of the Company. Section 8.c. of the Securities Purchase and Exchange Agreement is amended by adding the following at the end of Section 8.c:
Equity Securities of the Company. As of the Closing and immediately thereafter, the authorized Equity Securities of the Company will consist of (a) 26,906,933 shares of Common Stock, (i) of which (A) 14,750,000 shares are voting shares of Class A Common Stock, (B) 156,933 shares are non-voting shares of Class B Common Stock, and (C) 12,000,000 shares are non-voting shares of Class C Common Stock, and (ii) of which 960,000 shares of Class A Common Stock, 18,831.954 shares of Class B Common Stock and 74,488 shares of Class C Common Stock will be issued and outstanding, and (b) 24,767,201 shares of Preferred Stock, of which (w) 750,000 shares will have been designated as the Company's Series A Preferred Stock, of which 746,411.86 shares will be issued and outstanding, (x) 17,201 shares will have been designated as the Company's Series B Preferred Stock, of which 17,200.724 shares will be issued and outstanding, (y) 12,000,000 shares will have been designated as the Company's Series C Preferred Stock, of which 1,656,019.934 shares will be issued and outstanding, and (z) 12,000,000 shares will have been designated as the Company's Series D Preferred Stock, of which 1,512,833.766 shares will be issued and outstanding. Schedule 4 lists the names of the beneficial holders of all the outstanding shares of Class A Common Stock, Class B Common Stock, Class C Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock as of the Closing. Such issued and outstanding shares of Class A Common Stock, Class B Common Stock, Class C Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock will be, as of the Closing and immediately thereafter, duly authorized, validly issued, fully paid and nonassessable. As of the Closing and immediately thereafter, neither the Company nor Citadel will have outstanding any stock or securities convertible or exchangeable for any shares of its Equity Securities, except for the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and the Series D Preferred Stock, each of which is convertible into Common Stock, the Series C Preferred Stock, which is convertible into Series D Preferred Stock, the Series D Preferred Stock, which is convertible into Series C Preferred Stock, the Class B Common Stock and the Class C Common Stock, which is convertible into Class A Common Stock, the BofA Warrants, which are exercisable for shares of Class B ...
Equity Securities of the Company. 54 Conduct of Business Pending the Merger.................... 54
Equity Securities of the Company. Except as set forth in Section 3.6(a) or 3.6(b) and except for changes since the Capitalization Date resulting from the issuance of shares of Company Common Stock pursuant to the settlement of Company Restricted Stock Unit Awards or Company Performance Stock Unit Awards or exercise of Company Options, in each case, outstanding on the Capitalization Date in accordance with their terms in effect on the Agreement Date or as expressly permitted by Section 5.2(b), (i) there are no issued, reserved for issuance or outstanding Equity Securities of the Company, (ii) there are no outstanding commitments, agreements, arrangements or understandings of any kind to which the Company is a party, or by which the Company is bound to repurchase, redeem or otherwise acquire any Equity Securities of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any Equity Securities of the Company or (iii) there are no outstanding obligations of the Company or any of its Subsidiaries to grant, extend or accelerate the vesting of or enter into any such commitment, agreement, arrangement or understanding. No Equity Securities of the Company are owned by any Subsidiary of the Company.
