Authorized and Issued Securities. The authorized capital stock of the Company consists of 26,000,000 shares of Company Common Stock and 12,058,512 shares of Company Preferred Stock, of which 2,531,319 shares are designated as Series A Preferred Stock, 4,537,636 shares are designated as Series A-1 Preferred Stock and 4,989,557 shares are designated as Series B Preferred Stock. The capitalization of the Company is as follows (other than shares of Company Capital Stock issued upon exercise of Company Options or Company Warrants set forth below or Company Common Stock issued upon conversion of Company Preferred Stock set forth below, in each case occurring between the Agreement Date and the Closing Date): (a) 6,064,727 shares of Company Common Stock are issued and outstanding, (b) no shares of Company Common Stock are held by the Company in its treasury, (c) 1,792,301 shares of Company Common Stock are subject to outstanding options under the Company Option Plan (i.e., the Company Options), (d) no outstanding options have been issued outside the Company Option Plan, (e) 2,268,819 shares of Company Common Stock are subject to the Company Warrants, (f) 12,058,512 shares of Company Preferred Stock are issued and outstanding, of which 2,531,319 shares are Series A Preferred Stock, 4,537,636 shares are Series A-1 Preferred Stock and 4,989,557 shares are Series B Preferred Stock, (g) no shares of Company Preferred Stock are subject to Company Options or Company Warrants, and (h) a sufficient number of each class and series of shares of Company Capital Stock is available for issuance upon exercise of outstanding Company Options and Company Warrants and upon conversion of the Company Preferred Stock into Company Common Stock. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. Except as set forth in this Section 3.3.1, there are no, and as of the Effective Time there shall be no, shares of Company Capital Stock, voting securities or equity interests of the Company issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of capital stock, voting securities or equity interests of the Company, including any representing the right to purchase or otherwise receive any Company Capital Stock (other than shares of Company Capital Stock issued upon exercise of Company Options or Company Warrants set forth above or Company Comm...
Authorized and Issued Securities. All of the Purchased Securities are duly authorized and validly issued and are outstanding as fully paid and non-assessable, and constitute all of the outstanding shares in the capital stock of HPB and all of the outstanding equity interests in Digital. The Vendors are the legal and beneficial owners of the Purchased Securities.
Authorized and Issued Securities. The authorized capital stock of the Company consists of 11,000,000 shares of Company Stock and no shares of preferred stock. The capitalization of the Company is as follows: (i) 7,934,691 shares of Company Stock are issued and outstanding, (ii) no shares of Company Stock are held by the Company in its treasury, (iii) 2,548,808 shares of Company Stock are issuable in satisfaction of the Company SAFEs in connection with the Transactions, (iv) 119,791 shares of Company Stock are issuable in satisfaction of the Company Note in connection with the Transactions, (v) 185,000 shares of Company Stock are subject to outstanding options under the Company Option Plan (i.e., the Company Options), (vi) no outstanding options have been issued outside the Company Option Plan, and (vii) a sufficient number of Company Stock is available for issuance upon exercise or conversion of all outstanding Company Options, all Company SAFEs and the Company Note. Except as set forth in this Section 3.3(a), there are no, and as of the Closing (after giving effect to the issuance of shares of Company Stock in respect of the Company SAFEs and Company Note) there shall be no, shares of Company Stock, voting securities or equity interests of the Company issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of capital stock, voting securities or equity interests of the Company, including any representing the right to purchase or otherwise receive any Company Stock. The Company has never issued physical or electronic stock certificates in respect of the Company Stock.
Authorized and Issued Securities. The authorized capital stock of the Company consists of 45,000,000 shares of Company Common Stock and 28,293,525 shares of Company Preferred Stock of which (x) 14,780,767 shares have been designated as Series A Preferred Stock, (y) 4,082,031 shares have been designated as Series B Preferred Stock and (z) 9,430,727 shares have been designated as Series C Preferred Stock. Except for (1) any exercises of Company Warrants or Company Options into Company Capital Stock that occur in the Pre-Closing Period or (2) the issuance of any Company Capital Stock by the Company, including in connection with any equity financing for working capital purposes, in each case as permitted by Section 5.1 (and then only if the Company has provided Parent, promptly upon the completion of any such financing or other issuance, with detailed information similar to that provided in Section 3.3(b) of the Disclosure Schedule with respect to such issuances), the capitalization of the Company is as follows: (i) 6,627,583 shares of Company Common Stock are issued and outstanding, (ii) no shares of Company Common Stock are held by the Company in its treasury, (iii) 9,564,671 shares of Series A Preferred Stock are issued and outstanding, (iv) 2,190,546 shares of Series B Preferred Stock are issued and outstanding, (v) 6,638,261 shares of Series C Preferred Stock are issued and outstanding, (vi) 837,428 shares of Series A Preferred Stock are reserved as contingent consideration to be issued upon the achievement of certain revenue-based milestones pursuant to the Baby Genes Merger Agreement, (vii) 3,860,932 shares of Company Common Stock are subject to outstanding options under the Company Option Plan (i.e., the Company Options), and (viii) 682,783 shares of Series B Preferred Stock are subject to outstanding warrants (i.e., the Company Warrants). Except as set forth in this Section 3.3(a), there are no shares of Company Capital Stock, voting securities or equity interests of the Company issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of Company Capital Stock, voting securities or equity interests of the Company.
Authorized and Issued Securities. The authorized and issued capital of Agile consist of an unlimited number of Agile Shares without nominal or par value, of which 77,409,446 Agile Shares are issued and outstanding as of the date hereof. All Agile Shares have been duly issued and shall be outstanding as fully paid and non-assessable. All of the Agile Shares have been issued in compliance with all Applicable Laws including, without limitation, Applicable Securities Laws.
Authorized and Issued Securities. The authorized and issued capital of MSC consist of an unlimited number of MSC Shares, of which 20,809,416 MSC Shares are issued and outstanding as of the date hereof. All MSC Shares have been duly issued and shall be outstanding as fully paid and non-assessable. All of the MSC Shares have been issued in compliance with all Applicable Laws including, without limitation, Applicable Securities Laws.
Authorized and Issued Securities. The capitalization of the Company is as follows: 186 Shares of Company Capital Stock are validly issued. Except as set forth in the Disclosure Schedule, there are no, and as on the Closing there shall be no, Shares of Company Capital Stock, voting securities or equity interests of the Company issued and outstanding or any subscriptions, options, profits units, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any Shares of Company Capital Stock, voting securities or equity interests of the Company, including any representing the right to purchase or otherwise receive any Shares of Company Capital Stock.
Authorized and Issued Securities. The authorized share capital of the Company is $50,000 divided into 500,000,000 share of a nominal or par value of $0.0001 per share, of which (i) 466,668,738 are designated as Class A Ordinary Shares of a nominal or par value of $0.0001 per share, (ii) 2,733,000 are designated as Class B Ordinary Shares of a nominal or par value of $0.0001 per share, (iii) 23,753,859 are designated as Series A Preferred Shares of a nominal or par value of $0.0001 per share, (iv) 667,000 are designated as Series A-1 Preferred Shares of a nominal or par value of $0.0001 per share, (v) 1,680,736 are designated as Series A-2 Preferred Shares of a nominal or par value of $0.0001 per share, and (vi) 4,496,667 are designated as Series B Preferred Shares of a nominal or par value of $0.0001 per share. As of the date hereof, there are (1) no Class A Ordinary Shares issued and outstanding (2) 243,650 shares of Class B Ordinary Shares issued and outstanding, (3) 23,753,859 shares of Series A Preferred Shares issued and outstanding, (4) 667,000 shares of Series A-1 Preferred Shares issued and outstanding, (5) 1,680,736 shares of Series A-2 Preferred Shares issued and outstanding, and (6) 4,496,667 shares of Series B Preferred Shares issued and outstanding. There is not any other class or series of equity security of the Company issued and outstanding other than the Company Capital Stock. The Company does not hold any shares of Company Capital Stock in its treasury. The Class B Ordinary Shares are not entitled to any voting rights under the Company’s Organizational Documents (except as provided in the Company’s Organizational Documents). There are 2,494,270 shares of Class B Ordinary Shares that are subject to outstanding options under the Company Option Plan. No outstanding options have been issued outside the Company Option Plan, and a sufficient number of shares of Class B Ordinary Shares are available for issuance upon exercise of outstanding options under the Company Option Plan and a sufficient number of shares of Class A Ordinary Shares are available for issuance upon conversion of the Company Preferred Stock into Class A Ordinary Shares. Except as set forth in this Section 3.3.1, there are no shares of Company Capital Stock, voting securities or equity interests of the Company issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares ...
Authorized and Issued Securities. The capitalization of the Company is as follows: (i) 1,000,000 Company Units are issued and outstanding, and (ii) 428,571 Company Units are issuable in satisfaction of the Company Notes in connection with the Transactions. Except as set forth in this Section 4.3(a), there are no, and as of the Closing there shall be no, Company Units, voting securities or equity interests of the Company issued and outstanding or any subscriptions, options, profits units, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any Company Units, voting securities or equity interests of the Company, including any representing the right to purchase or otherwise receive any Company Units.
Authorized and Issued Securities. The authorized capital stock of Parent consists of 200,000,000 shares of Parent Common Stock and 5,000,000 shares of Parent Preferred Stock. The capitalization of Parent is as follows: (a) 33,880,370 shares of Parent Common Stock are issued and outstanding, (b) no shares of Parent Common Stock are held by Parent in its treasury, (c) 4,220,891 shares of Parent Common Stock are subject to outstanding options under the Parent Option Plans, (d) no outstanding options have been issued outside the Parent Option Plans except as set forth in this Section, (e) no shares of Parent Preferred Stock are issued and outstanding, (f) no shares of Parent Preferred Stock are subject to outstanding options under the Parent Option Plans, (g) 806,390 shares of Parent Common Stock are reserved for issuance under the Cerecor, Inc. 2016 Employee Stock Purchase Plan, (h) 18,843,265 shares of Parent Common Stock are reserved for issuance under warrants, (i) 400,000 shares of Parent Common Stock are outstanding pursuant to restricted stock awards, (j) 40,000 shares of Parent Common Stock are reserved for issuance under an underwriter’s unit purchase option, and (g) a sufficient number of shares of Parent Common Stock is available for issuance upon exercise of outstanding options under the Parent Option Plans.
