COMMON AND PREFERRED STOCK Sample Clauses

COMMON AND PREFERRED STOCK o The holders of the old common and preferred stock of Talon ("Old Equity") will receive three series of warrants representing a total of 20.0% of the fully diluted equity of Holdings with exercise prices pursuant to the schedule below.

COMMON AND PREFERRED STOCK. The Company had five million shares of preferred stock authorized but unissued at September 30, 2000, and December 31, 1999. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.‌ HISTORICAL OVERVIEW AND OUTLOOK IDEX sells a broad range of proprietary pump products, dispensing equipment and other engineered products to a diverse customer base in the United States and internationally. Accordingly, IDEX's businesses are affected by levels of industrial activity and economic conditions in the U.S. and in other countries where its products are sold and by the relationship of the U.S. dollar to other currencies. Among the factors that influence the demand for IDEX's products are interest rates, levels of capacity utilization and capital spending in certain industries, and overall industrial activity. IDEX has a history of above-average operating margins. The Company's operating margins are impacted by, among other things, utilization of facilities as sales volumes change and inclusion of newly acquired businesses, which may have lower margins and whose margins are normally further reduced by purchase accounting adjustments. IDEX reported record sales, net income and earnings per share for the third quarter ended September 30, 2000. New orders for the third quarter totaled $164.0 million, unchanged from the third quarter of last year and 9% lower than this year's second quarter. Order activity is strongest for IDEX in its first six months, as OEM customers often will order their requirements for the new year during this period. As expected, the order backlog was reduced $12.2 million during the third quarter. IDEX ended the quarter with a typical unfilled order backlog of slightly over one month's sales. This customarily low level of backlog allows the Company to provide excellent customer service, but also means that changes in orders are felt quickly in operating results. The following forward-looking statements are qualified by the cautionary statement under the Private Securities Litigation Reform Act set forth below. Management is very optimistic about the short- and long-term prospects of the Company. IDEX anticipates its strong results will continue, with fourth quarter performance at third quarter levels. This would lead to record orders, sales and earnings per share in 2000. Management believes that IDEX will benefit from its continued emphasis on profitable growth initiatives, margin improvements at recently acqu...

COMMON AND PREFERRED STOCK. At the Effective Time, by virtue of the Merger, (i) each share of common stock, par value $0.001 per share of the Corporation ("Corporation Common Stock") which shall be issued and outstanding immediately prior to the Effective Time shall be converted into one (1) issued and outstanding shares of common stock, par value $0.001 per share of the Surviving Corporation ("Surviving Corporation Common Stock"), (ii) each share of Series A Convertible Preferred Stock, par value $0.001 per share of the Corporation ("Corporation Series A Convertible Preferred Stock") which shall be issued and outstanding immediately prior to the Effective Time shall be converted into one (1) issued and outstanding shares of Series A Convertible Preferred Stock, par value $0.001 per share of the Surviving Corporation ("Surviving Corporation Series A Preferred Stock") and (iii) each share of Series B Convertible Preferred Stock, par value $0.001 per share of the Corporation ("Corporation Series B Convertible Preferred Stock" and with the Corporation Series A Convertible Preferred Stock and the Corporation Common Stock, the "Parent Shares") which shall be issued and outstanding immediately prior to the Effective Time shall be converted into one (1) issued and outstanding shares of Series B Convertible Preferred Stock, par value $0.001 per shares of the Surviving Corporation ("Surviving Corporation Series B Preferred Stock").

COMMON AND PREFERRED STOCK. During 2000, the Company issued 350,000 shares of restricted stock as compensation to a key employee. These shares carry dividend and voting rights. Sale of these shares is restricted prior to the date of vesting occurring annually from one to five years after the grant date. The restricted shares were recorded at their fair market value on the date of the grant with a corresponding charge to shareholders' equity. The unearned portion is being amortized as compensation expense on a straight-line basis over the related vesting period. On October 20, 1998, IDEX's Board of Directors authorized the repurchase of up to 1.5 million shares of its common stock either at market prices or on a negotiated basis as market conditions warrant. At December 31, 2000, IDEX had purchased a total of 6,500 shares under the program at a cost of approximately $144,000, including 2,000 shares of common stock at a cost of approximately $46,000 during 2000. At December 31, 2000 and 1999, the Company had 5 million shares of preferred stock with a par value of $.01 per share authorized but unissued.

COMMON AND PREFERRED STOCK. Each share of Constituent Company’s common stock, $0.0000001 par value per share (the “Constituent Common Stock”), and Series A Preferred Stock, $0.0000001 par value per share (the “Constituent Preferred Stock”), issued and outstanding immediately before the Effective Date shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of the Surviving Corporation’s common stock, $0.0000001 par value per share (“Surviving Common Stock”), or one validly issued, fully paid and nonassessable share of the Surviving Corporation’s Series A Preferred Stock, $0.0000001 par value per share (“Surviving Preferred Stock”), as applicable, provided, that each share of Constituent Common Stock and Constituted Preferred Stock held in Constituent Company’s treasury shall be canceled without any consideration being issued or paid therefor.

COMMON AND PREFERRED STOCK. Each share of Subsidiary’s common stock, $0.001 par value and each share of the Subsidiary’s designated preferred stock, par value $0.001 per share (together the “Subsidiary Stock”), issued and outstanding immediately before the Effective Date shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted, on a one for one basis, into and become validly issued, fully paid and nonassessable shares of the Surviving Corporation’s common stock, $0.001 par value, or validly issued, fully paid and nonassessable shares of the Surviving Corporation’s designated preferred stock, par value $0.001 per share, as applicable (together the “Surviving Corporation Stock” .

COMMON AND PREFERRED STOCK. One percent (1%) of the shares of the Reorganized Company to be distributed on account of old common and preferred stock of the Company. - Series A Warrants: Five year term; cash exercise price at an amount representing a market value equivalent to the full claim of (i) the holders of the 10% Notes plus (ii) all other creditors receiving shares of new common stock in the Reorganized Company; providing for a 7.5% equity stake in the Reorganized Company. The Series A Warrants: (i) shall contain customary anti-dilution provisions; (ii) shall contain additional customary protections found in warrants to the effect that in the event of any combination or subdivision of the outstanding shares (including but not limited to in reverse stock splits), the Series A Warrant shares and cash exercise price shall be adjusted proportionately; and (iii) shall not be subject to any future valuation or pricing premised upon the Black-Scholes formula or any other valuation methodology. - Shares of new common stock and Series A Warrants shall be allocated between old common stock and preferred stock pursuant to Company proposal, as follows: - 92.3% of the shares of new common stock and Series A Warrants shall be allocated to the class of existing common stock interests and distributed pro rata according to the number of common shares. TERM SHEET TO LOCKUP AGREEMENT REGARDING CHAPTER 11 RESTRUCTURING OF METAL MANAGEMENT, INC. - 7.7% of the shares of new common stock and Series A Warrants shall be allocated to the class of existing preferred stock interests and distributed pro rata according to liquidation preference. - In the event that any class of preferred stock votes to reject the Plan, then the allocation to such class of preferred stock shall be allocated instead to the holders of the 10% Notes. - If the Bankruptcy Court determines that the allocation of consideration provided herein to old common stock is prohibited, then the allocation to old common stock shall be allocated instead to holders of the 10% Notes. - On the Effective Date of the Plan, all shares of old common and old preferred stock of the Company, and all options, warrants and other rights in respect of such common and preferred stock, shall be cancelled, extinguished and discharged.

COMMON AND PREFERRED STOCK. The authorized common stock of the Subsidiary consists of 1000 shares of CHI Common Stock, of which 1000 shares of CHI Common Stock are validly issued fully paid and non-assessable. 1000 issued and outstanding shares are held of record by the Company and no shares are held in treasury. The Subsidiary will not issue any additional shares of CHI Common Stock or any Shares of preferred stock between the date hereof through the Closing Date. No shares of the common stock or of the preferred stock of the Subsidiary have been issued in violation of the preemptive rights of any past or present shareholder. As of Closing, there shall be no outstanding subscriptions, shares of common stock, shares of preferred stock, calls, warrants, options, contracts, commitments, or demands relating to the common or preferred stock of the Subsidiary or other agreements of any character under which the Subsidiary would be obligated to issue or purchase shares of its common or preferred stock. As of Closing, there shall be no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Subsidiary. As of Closing, there is no voting agreement, voting trust, proxy, or other agreement or understanding with respect to the voting of the common or preferred stock or the equity interests of the Subsidiary. The Subsidiary has no commitments to issue or sell any securities or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Subsidiary, any shares of its common or preferred stock and no securities or obligations evidencing any such rights are outstanding.

COMMON AND PREFERRED STOCK. Euronet shall receive 4.9% of the issued and outstanding shares of common and preferred stock in MDI immediately upon the closing of one or more Transactions equaling or greater than one million dollars in certificate form. In addition, for the duration of this agreement, MDI shall issue all necessary shares to maintain Euronet's 4.9% ownership of MDI excluding any shares Euronet receives in connection with the Initial Retainer or other source. The stock should bear a restriction legend but is subject to piggyback registration rights as set forth in this Agreement. The execution of this Agreement by MDI shall constitute an endorsement of the stock certificate.