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 37,000,000 shares of Company Common Stock and 22,580,000 shares of Company Preferred Stock, of which 12,980,000 shares are designated as Series A Preferred Stock and 9,600,000 shares are designated as Series B Preferred Stock. The capitalization of the Company is as follows: (a) 4,793,798 shares of Company Common Stock are issued and outstanding, (b) no shares of Company Common Stock are held by the Company in its treasury,
Authorized and Issued Securities. The authorized capital stock of (a) the Company consists of (i) 17,571,626 shares of Company Common Stock, of which 4,101,450 shares are issued and outstanding, and (ii) 10,214,058 shares of Preferred Stock (as defined in the Company Charter), all of which are designated as the Series A Preferred Stock and all of which shares are issued and outstanding, and (b) Opco consists of 1,000 shares of common stock, par value $0.01 per share, all of which are issued and outstanding (the “Opco Common Stock”). The Company has reserved for issuance 3,432,727 shares of Company Common Stock under the Company 2019 Equity Incentive Plan of which Company Options to purchase 2,319,326 shares of Company Common Stock have been granted and are outstanding as of the date hereof. Except as set forth in this Section 3.3.1, there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire, or that relate to the holding, voting or disposition of or that restrict the transfer of, the issued or unissued capital stock of the Company and no shares of capital stock, voting securities or equity interests of the Acquired Companies issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, or Contracts providing for the issuance of any shares of capital stock, voting securities or equity interests of the Acquired Companies.
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 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 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. (a) The authorized capital stock of the Company consists of 1,500,000 shares of Company Common Stock and 1,470,314 shares of Company Preferred Stock. The Company holds no shares of Company Capital Stock in its treasury. The capitalization of the Company as of the Agreement Date is as follows: (i) 28,643 shares of Company Common Stock issued and outstanding, (ii) 1,164,636 shares of Company Preferred Stock issued and outstanding, and (iii) outstanding Company Warrants to purchase up to 302,714 shares of Company Preferred Stock. Except as set forth in the preceding sentence, as of the Agreement Date there are no shares of Company Capital Stock, Company Options, Company Derivative Securities or voting securities or equity interests of the Company of any kind issued or outstanding. The Company has reserved a sufficient number of shares of Company Capital Stock for issuance upon exercise of outstanding Company Warrants (including the shares of Company Common Stock issuable upon conversion of the shares of Company Preferred Stock issuable upon exercise of the Company Warrants) and conversion of outstanding shares of Company Preferred Stock. Each outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock. Each outstanding Company Warrant is exercisable into one share of Company Preferred Stock. All outstanding shares of Company Capital Stock are represented by electronic certificates maintained on the Company's system hosted by Carta, Inc.
(b) As of the Effective Time, the capitalization of the Company shall consist solely of Company Common Stock, with the number of shares issued and outstanding as set forth on the Consideration Payment Schedule, as a result of the exercise of all Company Warrants and the conversion of all shares of Company Preferred Stock into Company Common Stock. Other than the shares of Company Common Stock set forth 11
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.
