Capital Stock of Buyer. Each issued and outstanding share of common stock of Buyer shall be converted into and become one fully paid and non-assessable share of common stock, $0.0l par value per share, of the Surviving Corporation.
Capital Stock of Buyer. The authorized capital stock of Buyer consists of (i) 55,000,000 shares of common stock, $.001 per share, of which 14,638,814 shares were duly and validly issued and outstanding, fully paid and non-assessable as of December 2, 1999; and (ii) 5,000,000 shares of preferred stock, $1.00 per share, of which no shares are issued and outstanding. Except for options to purchase up to 2,810,539 shares of Buyer Stock which were granted under the Buyer's 1996 Stock Plan and 1995 Stock Plan which remain outstanding and unexercised as of December 1, 1999, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any shares of Buyer Stock. The Restricted Shares have been duly authorized and issued, are fully paid and non-assessable, were issued in accordance with applicable securities laws and, except as contemplated under Section 6.4, are free and clear of any and all liens, encumbrances, charges or claims.
Capital Stock of Buyer. The authorized capital stock of Buyer consists of 16,000,000 shares of common stock, par value $.01 per share, of which 4,781,895 shares are issued and outstanding and 4,000,000 shares of preferred stock, par value $.01 per share, of which no shares are issued and outstanding. All of such shares were offered, issued, sold and delivered by Buyer in compliance with all applicable state and federal laws concerning the issuance of securities.
Capital Stock of Buyer. (a) The authorized capital stock of Buyer consists of (i) 25,000,000 shares of Common Stock, of which, as of the date hereof, 8,929,281 shares of Common Stock were issued and outstanding (each together with a Common Stock purchase right (the "BUYER RIGHTS") issued pursuant to the Rights Agreement, dated as of August 23, 1996 by and between Buyer and American Stock Transfer & Trust Company), and 394,466 shares of Common Stock were issued and held as collateral for lease obligations of Buyer; and (ii) one million shares of Preferred Stock ("BUYER PREFERRED STOCK"), designated as follows: (A) 217,600 shares of Series A Variable Rate Convertible Preferred Stock, $6.25 stated value per share, all of which shares, as of the date hereof, are issued and outstanding, (B) 142,223 shares of Series B Variable Rate Convertible Preferred Stock, $5.21 stated value per share, of which, as of the date hereof, 122,846 shares are issued and outstanding, (C) 100,000 shares of 4% $100 Series C Convertible Preferred Stock, $100 stated value per share, of which, as of the date hereof, no shares are issued and outstanding, (D) 1,000 shares of 7% Series D Convertible Preferred Stock, $10,000 stated value per share, of which, as of the date hereof, 250 shares are issued and outstanding and (E) 50 shares of 7% Series D-2 Convertible Preferred Stock, $10,000 stated value per share, all of which shares, as of the date hereof, are issued and outstanding. All of the outstanding shares of Common Stock are, duly authorized and validly issued and outstanding, fully paid and nonassessable. Except for the outstanding shares of the Common Stock and the Buyer Preferred Stock, as of the date hereof, there are no shares of capital stock or other equity securities of Buyer outstanding. The shares of Common Stock have not been issued in violation of, and none of the shares of Common Stock is subject to any preemptive or subscription rights. As of the date hereof, except as set forth on SCHEDULE 4.5(A) and except for the Buyer Rights and the Buyer Preferred Stock, there are no outstanding warrants, options, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) pursuant to which Buyer is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of Buyer, and no equity securities of Buyer are reserved for issuance for any purpose. Other than this Agreement and except as set f...
Capital Stock of Buyer. (a) The authorized capital stock of Buyer consists of 100,000,000 shares of Buyer Common Stock, of which 51,218,629 shares were issued and outstanding as of October 19, 2007, and 5,882,352 shares of preferred stock, no par value per share, of which no shares are issued and outstanding. All of such outstanding shares are or have been, and all of the shares of Buyer Common Stock to be issued to Seller on the Closing Date, when so issued, will be, duly authorized, validly issued, fully paid and nonassessable, free of preemptive rights and Liabilities created by statute, Buyer’s certificate of incorporation or by-laws or any agreement to which Buyer is a party or by which Buyer is bound, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. No shareholder approval or any other approvals are required for the issuance of the shares of the Buyer Common Stock to be issued to Seller at the Closing, and Buyer has reserved such shares for issuance to Seller.
Capital Stock of Buyer. As of the date hereof, the authorized capital ---------------------- stock of Buyer consists of 10,000 shares of Buyer Common Stock. As of the date hereof, 1,800 shares of Buyer Common Stock are issued, outstanding, fully paid and non assessable. As of the date hereof, no shares of Buyer Common Stock are reserved for issuance upon exercise of outstanding stock options, warrants or otherwise, except for shares of Buyer Common Stock reserved for issuance pursuant to Buyer's 1998 Stock Option and Incentive Plan. Except for options outstanding under Buyer's 1998 Stock Option and Incentive Plan, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of Buyer. No capital stock of Buyer has been issued in violation of any federal or state law or in violation of any preemptive rights or any other rights of any person. There are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of any capital stock of Buyer to which Buyer is a party. Buyer has no Subsidiaries.
Capital Stock of Buyer. Buyer Parent holds of record and owns beneficially and, as of Closing, will hold of record and will own beneficially, all of the Capital Stock of Buyer, which consists and will consist, as of Closing, of one thousand (1,000) shares of common stock, par value $0.01 per share, free and clear of any and all Liens, except for any restrictions on sales of securities under applicable securities Laws. The Capital Stock of Buyer has been issued in compliance with applicable Law and is duly authorized, validly issued, fully paid and non-assessable and free of any purchase or call option, right of first refusal, preemptive right, subscription right or other similar Right with respect thereto. Except for this Agreement, neither Buyer Parent nor Buyer is a party to any Rights or contracts, agreements or commitments that would require Buyer Parent or Buyer to sell, transfer, issue or otherwise dispose, or that relates to or otherwise involves any actual or possible sale, transfer, issuance or other disposal by Buyer Parent or Buyer, of any Capital Stock of Buyer Parent or Buyer. Buyer Parent is not a party to any voting trust, proxy or other agreement or understanding (other than in its Governing Documents) with respect to the voting of the Capital Stock of Buyer held by it.
Capital Stock of Buyer. As of the date hereof, the authorized capital ---------------------- stock of Buyer consists of 10,000 shares of Buyer Common Stock. As of the date hereof, 1,800 shares of Buyer Common Stock are issued, outstanding, fully paid and non assessable. As of the date hereof, no shares of Buyer Common Stock are reserved for issuance upon exercise of outstanding stock options, warrants or otherwise except for shares of Buyer Common Stock reserved for issuance pursuant to Buyer's 1998 Stock Option and Incentive Plan. Except for options outstanding under Buyer's 1998 Stock Option and Incentive Plan, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of Buyer.
Capital Stock of Buyer. Each issued and outstanding share of the common stock, par value $0.01 per share, of Buyer ("BUYER COMMON STOCK") shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation ("SURVIVING CORPORATION COMMON STOCK"). Each certificate representing outstanding shares of Buyer Common Stock shall at the Effective Time represent an equal number of shares of Surviving Corporation Common Stock. Each issued and outstanding share of preferred stock, par value $0.01 per share, of Buyer ("BUYER PREFERRED STOCK") shall be converted into and become one fully paid and nonassessable share of preferred stock, par value $0.01 per share, of the Surviving Corporation ("SURVIVING CORPORATION PREFERRED STOCK"). Each certificate representing outstanding shares of Buyer Preferred Stock shall at the Effective Time represent an equal number of shares of Surviving Corporation Preferred Stock.
Capital Stock of Buyer. (a) The authorized capital stock of Buyer consists of 45,000,000 shares of common stock, par value $0.01 per share, of which 20,540,202 shares were issued and outstanding as of July 19, 2002, and 5,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding. The authorized and outstanding shares of Buyer's capital stock will not materially change prior to Closing. All of such outstanding shares are or have been, and all of the shares of Buyer's common stock to be issued to Seller on the Closing Date, when so issued, will be, duly authorized, validly issued, fully paid and nonassessable, free of preemptive rights and Encumbrances created by statute, Buyer's Certificate of Incorporation or By-laws or any agreement to which Buyer is a party or by which Buyer is bound, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. No shareholder approval or any other approvals are required for the issuance of the shares of Buyer's common stock to be issued to Seller at the Closing, and Buyer has reserved such shares for issuance to Seller.
