Common use of Authorized and Issued Shares Clause in Contracts

Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Continental capital stock consists of (A) 400,000,000 shares of Continental Common Stock, of which, as of the Measurement Date, 139,707,205 shares were issued and outstanding, none of which were Continental Restricted Shares, and (B) 10,000,000 shares of Continental preferred stock, of which, as of the Measurement Date, zero shares of Continental Series A Junior Participating Preferred Stock (the “Continental Preferred Stock,” and together with the Continental Common Stock, “Continental Capital Stock”) were issued and outstanding. As of the Measurement Date, no shares of Continental Capital Stock were held in Continental’s treasury. As of the Measurement Date, no shares of Continental’s capital stock or other voting securities of or equity interests in Continental were issued, reserved for issuance or outstanding except as set forth in this Section 4.2(a)(i). All of the issued and outstanding shares of Continental Capital Stock are and, at the time of issuance, all such shares that may be issued upon the exercise or vesting of, or pursuant to, Continental Stock Options or Continental Stock-Based Awards or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, TIDES or Continental Convertible Common Securities will be, duly authorized and validly issued and fully paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Law, the Continental Charter, the Continental Bylaws or any contract to which Continental is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, Continental has not issued any capital stock or voting securities or other equity interests other than the issuance of Continental Capital Stock upon the exercise or vesting of, or pursuant to, Continental Stock Options and Continental Stock-Based Awards outstanding as of the Measurement Date and in accordance with their respective terms in effect at such time or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, Continental’s 6% Convertible Preferred Securities Term Income Deferrable Equity Securities (the “TIDES”) issued pursuant to the Amended and Restated Declaration of Trust dated as of November 10, 2000 of Continental Airlines Finance Trust II, as amended to the date of this Agreement (the “Continental TIDES Declaration of Trust”) or the 6% Convertible Common Securities of Continental Airlines Finance Trust II, issued pursuant to the Continental TIDES Declaration of Trust (the “Continental Convertible Common Securities”), in each case outstanding as of the Measurement Date and in accordance with their terms in effect at such time. (ii) As of the date of this Agreement, except for Continental Stock Options, rights under the Continental Stock-Based Awards, the Continental Convertible Notes, the Continental Convertible Notes Indenture, the Continental 2015 Convertible Notes, the Continental 2015 Convertible Notes Indenture, the TIDES, the Continental Convertible Common Securities, the Continental TIDES Declaration of Trust, the Continental Convertible Debentures, the Continental Convertible Debentures Indenture and this Agreement, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of Continental or any Continental Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any Equity Equivalents of Continental or any Continental Subsidiary. Except for Forfeitures and Cashless Settlements in connection with the Continental Stock-Based Awards, the Continental Stock Options and rights under the Continental SPP, there are not any outstanding obligations of Continental or any of the Continental Subsidiaries to directly or indirectly redeem, repurchase or otherwise acquire any shares of capital stock or voting securities of, other equity interests in or Equity Equivalents of Continental or any Continental Subsidiary. Neither Continental nor any of the Continental Subsidiaries is party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Continental. Continental has delivered or made available to United true and complete copies of (A) the Continental Convertible Notes Indenture, (B) the Continental 2015 Convertible Notes Indenture, (C) the Continental TIDES Declaration of Trust and (D) the Continental Convertible Debentures Indenture.

Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Continental NeoPharm capital stock consists of (A) 400,000,000 50,000,000 shares of Continental NeoPharm Common Stock, of which, as of the close of business on October 19, 2010 (such date and time, the “Measurement Date”), 28,408,482 shares were issued and outstanding and, (B) 15,000,000 shares of Preferred Stock, of which, as of the Measurement Date, 139,707,205 no shares were issued and outstanding, none outstanding and all of which were Continental Restricted Shares, and (B) 10,000,000 shares of Continental preferred stock, of which, have been designated as Convertible Preferred Stock. As of the Measurement Date, zero shares of Continental Series A Junior Participating Preferred Stock (the “Continental Preferred Stock,” and together with the Continental NeoPharm Common Stock, “Continental Capital Stock”) were issued and outstanding. As of the Measurement Date, no shares of Continental Capital Stock were held in ContinentalNeoPharm’s treasury. As of the Measurement Date, no shares of ContinentalNeoPharm’s capital stock or other voting securities of or equity interests in Continental NeoPharm were issued, reserved for issuance or outstanding except as set forth in this Section 4.2(a)(i3.2(a)(i). As of the Measurement Date, NeoPharm Common Stock was “held of record” (as defined in Rule 12g5-1 of the Securities Exchange Act of 1934) by a total of 129 Persons. All of the issued and outstanding shares of Continental Capital NeoPharm Common Stock are are, and, at the time of issuance, all such shares of NeoPharm Common Stock and Convertible Preferred Stock that may be issued as Merger Consideration or upon the exercise or vesting of, or pursuant to, Continental of NeoPharm Stock Options or Continental Stock-Based Awards or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, TIDES or Continental Convertible Common Securities will be, duly authorized and authorized, validly issued and issued, fully paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Law, the Continental NeoPharm Charter, the Continental NeoPharm Bylaws or any contract to which Continental NeoPharm is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, Continental NeoPharm has not issued any capital stock or voting securities or other equity interests other than the issuance of Continental Capital Stock upon the exercise or vesting of, or pursuant to, Continental Stock Options and Continental Stock-Based Awards outstanding as of the Measurement Date and in accordance with their respective terms in effect at such time or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, Continental’s 6% Convertible Preferred Securities Term Income Deferrable Equity Securities (the “TIDES”) issued pursuant to the Amended and Restated Declaration of Trust dated as of November 10, 2000 of Continental Airlines Finance Trust II, as amended to the date of this Agreement (the “Continental TIDES Declaration of Trust”) or the 6% Convertible Common Securities of Continental Airlines Finance Trust II, issued pursuant to the Continental TIDES Declaration of Trust (the “Continental Convertible Common Securities”), in each case outstanding as of the Measurement Date and in accordance with their terms in effect at such timeinterests. (ii) As of the date of this Agreement, except for Continental this Agreement and NeoPharm Stock Options, rights under the Continental Stock-Based Awards, the Continental Convertible Notes, the Continental Convertible Notes Indenture, the Continental 2015 Convertible Notes, the Continental 2015 Convertible Notes Indenture, the TIDES, the Continental Convertible Common Securities, the Continental TIDES Declaration of Trust, the Continental Convertible Debentures, the Continental Convertible Debentures Indenture and this Agreement, there are not issued, reserved for issuance or outstanding, and there are not any no outstanding obligations of Continental NeoPharm or any Continental Subsidiary Merger Sub to issue, deliver or sell, or cause to be issued, delivered or sold, any Equity Equivalents of Continental NeoPharm or any Continental SubsidiaryMerger Sub. Except for Forfeitures and Cashless Settlements in connection with the Continental Stock-Based Awards, the Continental Stock Options and rights under the Continental SPP, there There are not any no outstanding obligations of Continental NeoPharm or any of the Continental Subsidiaries Merger Sub to directly or indirectly redeem, repurchase or otherwise acquire any shares of capital stock or voting securities of, other equity interests in or Equity Equivalents of Continental NeoPharm or any Continental SubsidiaryMerger Sub. Neither Continental NeoPharm nor any of the Continental Subsidiaries Merger Sub is party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Continental. Continental has delivered or made available to United true and complete copies of (A) the Continental Convertible Notes Indenture, (B) the Continental 2015 Convertible Notes Indenture, (C) the Continental TIDES Declaration of Trust and (D) the Continental Convertible Debentures IndentureNeoPharm.

Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Continental capital stock of Alleghany consists of 22,000,000 shares of common stock, par value $1.00 per share (the “Alleghany Common Stock”) and 8,000,000 shares of preferred stock of Alleghany, par value $1.00 (the “Alleghany Preferred Stock”). As of the close of business on November 18, 2011 (the “Measurement Date”), (A) 400,000,000 9,117,787 shares of Continental Alleghany Common StockStock and no shares of Alleghany Preferred Stock were issued and outstanding, (B) 566,141 shares of whichAlleghany Common Stock were held in treasury, (C) 56,115 shares of Alleghany Common Stock were subject to outstanding Alleghany RSUs, (D) 48,105 shares of Alleghany Common Stock were subject to outstanding Alleghany Stock Options (of which Alleghany Stock Options to purchase an aggregate of 38,644 shares of Alleghany Common Stock were exercisable) and (E) 23,433 Alleghany Restricted Shares were outstanding. Section 3.2 of the Alleghany Disclosure Schedule contains a complete and correct list, as of the Measurement Date, 139,707,205 of each outstanding Alleghany Stock Option, each outstanding Alleghany RSU and each outstanding Alleghany Restricted Share, including, as applicable, the holder, date of grant, exercise price (to the extent applicable), vesting schedule and number of shares were issued of Alleghany Common Stock subject thereto and outstandingeach Alleghany Stock Plan. (ii) As of the date of this Agreement, none of which were Continental except for this Agreement, Alleghany Stock Options, Alleghany RSUs, and Alleghany Restricted Shares, and (B) 10,000,000 shares of Continental preferred stock, of which, as of the Measurement Date, zero shares of Continental Series A Junior Participating Preferred Stock (the “Continental Preferred Stock,” and together with the Continental Common Stock, “Continental Capital Stock”) were issued and outstanding. As of the Measurement Date, no shares of Continental Capital Stock were held in Continental’s treasury. As of the Measurement Date, no shares of Continental’s capital stock or other voting securities of or equity interests in Continental were there are not issued, reserved for issuance or outstanding, and there are not any outstanding except as set forth obligations of Alleghany or any Alleghany Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any Equity Equivalents of Alleghany or any Alleghany Subsidiary. Except for Forfeitures and Cashless Settlements in this Section 4.2(a)(i)connection with the Alleghany Stock Options and Alleghany Stock-Based Awards, there are not any outstanding obligations of Alleghany or any of the Alleghany Subsidiaries to directly or indirectly redeem, repurchase or otherwise acquire any shares of capital stock or voting securities of, other equity interests in or Equity Equivalents of Alleghany or any Alleghany Subsidiary. Neither Alleghany nor any of the Alleghany Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Alleghany. All of the issued and outstanding shares of Continental Capital Stock are andcapital stock of Alleghany have been, at the time of issuance, and all such shares that may be issued upon the exercise pursuant to any employee stock option or vesting of, other compensation plan or pursuant to, Continental Stock Options arrangement or Continental Stock-Based Awards or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, TIDES or Continental Convertible Common Securities warrant will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and fully paid. The consummation of the Merger and the other transactions contemplated hereby or taken in contemplation of this Agreement will not, as of the Effective Time, trigger any preemptive rights of any Person with respect to the capital stock of Alleghany, whether by law or otherwise. As of the date on which the shares of Alleghany Common Stock to be issued in the Stock Issuance will be issued, such shares will have been validly issued and fully paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware LawDGCL, the Continental CharterAlleghany Charter or the Alleghany Bylaws. With respect to the Alleghany Stock Options, the Continental Bylaws or any contract to which Continental is a party or by which it is otherwise bound. From and after the Measurement Date through (A) each grant of an Alleghany Stock Option was duly authorized no later than the date on which the grant of this Agreement, Continental has not issued any capital stock or voting securities or other equity interests other than the issuance of Continental Capital such Alleghany Stock upon the exercise or vesting of, or pursuant to, Continental Stock Options and Continental Stock-Based Awards outstanding as of the Measurement Date and in accordance with their respective Option was by its terms in effect at such time or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, Continental’s 6% Convertible Preferred Securities Term Income Deferrable Equity Securities to be effective (the “TIDESGrant Date”) issued pursuant to the Amended and Restated Declaration of Trust dated as of November 10by all necessary corporate action, 2000 of Continental Airlines Finance Trust IIincluding, as amended to applicable, approval by the date Board of this Agreement Directors of Alleghany (the “Continental TIDES Declaration of Trust”) or the 6% Convertible Common Securities of Continental Airlines Finance Trust II, issued pursuant to the Continental TIDES Declaration of Trust (the “Continental Convertible Common SecuritiesAlleghany Board”), in each case outstanding as of the Measurement Date and in accordance with their terms in effect at such time. (ii) As of the date of this Agreementor a committee thereof, except for Continental Stock Options, rights under the Continental Stock-Based Awards, the Continental Convertible Notes, the Continental Convertible Notes Indenture, the Continental 2015 Convertible Notes, the Continental 2015 Convertible Notes Indenture, the TIDES, the Continental Convertible Common Securities, the Continental TIDES Declaration of Trust, the Continental Convertible Debentures, the Continental Convertible Debentures Indenture and this Agreement, there are not issued, reserved for issuance or outstandinga duly authorized delegate thereof, and there are not any outstanding obligations required approval by the stockholders of Continental Alleghany by the necessary number of votes or any Continental Subsidiary to issuewritten consents, deliver or selland the award agreement governing such grant, or cause to be issuedif any, was duly executed and delivered or sold, any Equity Equivalents of Continental or any Continental Subsidiary. Except for Forfeitures and Cashless Settlements in connection with by each party thereto within a reasonable time following the Continental Stock-Based Awards, the Continental Stock Options and rights under the Continental SPP, there are not any outstanding obligations of Continental or any of the Continental Subsidiaries to directly or indirectly redeem, repurchase or otherwise acquire any shares of capital stock or voting securities of, other equity interests in or Equity Equivalents of Continental or any Continental Subsidiary. Neither Continental nor any of the Continental Subsidiaries is party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Continental. Continental has delivered or made available to United true and complete copies of (A) the Continental Convertible Notes IndentureGrant Date, (B) each such grant was made in accordance with the Continental 2015 Convertible Notes Indentureterms of the applicable Alleghany Stock Plan, the Exchange Act and all other applicable Law, including the rules of the NYSE, and each such grant intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (C) the Continental TIDES Declaration per share exercise price of Trust and each Alleghany Stock Option was not less than the fair market value of a share of Alleghany Common Stock on the applicable Grant Date, (D) each such grant was properly accounted for in all material respects in accordance with GAAP in the Continental Convertible Debentures Indenturefinancial statements (including the related notes) of Alleghany and disclosed in Alleghany’s filings with the SEC in accordance with the Exchange Act and all other applicable Laws, and (E) no amendments, modifications or other changes have been made to any such grants after the Grant Date.

Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Continental capital stock consists of (A) 400,000,000 shares of Continental Common Stock, of which, as of the Measurement Date, 139,707,205 shares were issued and outstanding, none of which were Continental Restricted Shares, and (B) 10,000,000 shares of Continental preferred stock, of which, as of the Measurement Date, zero shares of Continental Series A Junior Participating Preferred Stock (the ““ Continental Preferred StockStock ,” and together with the Continental Common Stock, ““ Continental Capital StockStock ”) were issued and outstanding. As of the Measurement Date, no shares of Continental Capital Stock were held in Continental’s treasury. As of the Measurement Date, no shares of Continental’s capital stock or other voting securities of or equity interests in Continental were issued, reserved for issuance or outstanding except as set forth in this Section 4.2(a)(i)) . All of the issued and outstanding shares of Continental Capital Stock are and, at the time of issuance, all such shares that may be issued upon the exercise or vesting of, or pursuant to, Continental Stock Options or Continental Stock-Based Awards or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, TIDES or Continental Convertible Common Securities will be, duly authorized and validly issued and fully paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Law, the Continental Charter, the Continental Bylaws or any contract to which Continental is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, Continental has not issued any capital stock or voting securities or other equity interests other than the issuance of Continental Capital Stock upon the exercise or vesting of, or pursuant to, Continental Stock Options and Continental Stock-Based Awards outstanding as of the Measurement Date and in accordance with their respective terms in effect at such time or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, Continental’s 6% Convertible Preferred Securities Term Income Deferrable Equity Securities (the “TIDES“ TIDES ”) issued pursuant to the Amended and Restated Declaration of Trust dated as of November 10, 2000 of Continental Airlines Finance Trust II, as amended to the date of this Agreement (the ““ Continental TIDES Declaration of TrustTrust ”) or the 6% Convertible Common Securities of Continental Airlines Finance Trust II, issued pursuant to the Continental TIDES Declaration of Trust (the ““ Continental Convertible Common SecuritiesSecurities ”), in each case outstanding as of the Measurement Date and in accordance with their terms in effect at such time. (ii) As of the date of this Agreement, except for Continental Stock Options, rights under the Continental Stock-Based Awards, the Continental Convertible Notes, the Continental Convertible Notes Indenture, the Continental 2015 Convertible Notes, the Continental 2015 Convertible Notes Indenture, the TIDES, the Continental Convertible Common Securities, the Continental TIDES Declaration of Trust, the Continental Convertible Debentures, the Continental Convertible Debentures Indenture and this Agreement, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of Continental or any Continental Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any Equity Equivalents of Continental or any Continental Subsidiary. Except for Forfeitures and Cashless Settlements in connection with the Continental Stock-Based Awards, the Continental Stock Options and rights under the Continental SPP, there are not any outstanding obligations of Continental or any of the Continental Subsidiaries to directly or indirectly redeem, repurchase or otherwise acquire any shares of capital stock or voting securities of, other equity interests in or Equity Equivalents of Continental or any Continental Subsidiary. Neither Continental nor any of the Continental Subsidiaries is party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Continental. Continental has delivered or made available to United true and complete copies of (A) the Continental Convertible Notes Indenture, (B) the Continental 2015 Convertible Notes Indenture, (C) the Continental TIDES Declaration of Trust and (D) the Continental Convertible Debentures Indenture.

Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Continental Insys capital stock consists of (A) 400,000,000 175 million shares of Continental Insys Common Stock, $.001 par value, 160,500,000 shares of which, which have been designated as Common Stock and 14,500,000 shares of which have been designated as Non-Voting Common Stock. As of the Measurement Date, 139,707,205 shares were issued and outstanding, none of which were Continental Restricted Shares, and (B) 10,000,000 145,470,763 shares of Continental preferred stock, of which, as of the Measurement Date, zero Common Stock and 145,284 shares of Continental Series A Junior Participating Preferred Non-Voting Common Stock (the “Continental Preferred Stock,” and together with the Continental Common Stock, “Continental Capital Stock”) were issued and outstanding. As of the Measurement Date, no zero shares of Continental Capital Insys Common Stock were held in ContinentalInsys’s treasury. As of the Measurement Date, no shares of Continental’s Insys capital stock or other voting securities of or equity interests in Continental Insys were issued, reserved for issuance or outstanding except as set forth in this Section 4.2(a)(i). As of the Measurement Date, the Insys Common Stock was held by twenty one Persons. All of the issued and outstanding shares of Continental Capital Insys Common Stock are are, and, at the time of issuance, all such shares that may be issued upon the exercise or vesting of, or pursuant to, Continental of Insys Stock Options or Continental Stock-Based Awards or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, TIDES or Continental Convertible Common Securities will be, duly authorized and authorized, validly issued and issued, fully paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Law, the Continental Insys Charter, the Continental Insys Bylaws or any contract to which Continental Insys is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, Continental Insys has not issued any capital stock or voting securities or other equity interests other than the issuance of Continental Capital Stock upon the exercise or vesting of, or pursuant to, Continental Stock Options and Continental Stock-Based Awards outstanding as of the Measurement Date and in accordance with their respective terms in effect at such time or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, Continental’s 6% Convertible Preferred Securities Term Income Deferrable Equity Securities (the “TIDES”) issued pursuant to the Amended and Restated Declaration of Trust dated as of November 10, 2000 of Continental Airlines Finance Trust II, as amended to the date of this Agreement (the “Continental TIDES Declaration of Trust”) or the 6% Convertible Common Securities of Continental Airlines Finance Trust II, issued pursuant to the Continental TIDES Declaration of Trust (the “Continental Convertible Common Securities”), in each case outstanding as of the Measurement Date and in accordance with their terms in effect at such timeinterests. (ii) As of the date of this Agreement, except for Continental this Agreement and Insys Stock Options, rights under the Continental Stock-Based Awards, the Continental Convertible Notes, the Continental Convertible Notes Indenture, the Continental 2015 Convertible Notes, the Continental 2015 Convertible Notes Indenture, the TIDES, the Continental Convertible Common Securities, the Continental TIDES Declaration of Trust, the Continental Convertible Debentures, the Continental Convertible Debentures Indenture and this Agreement, there are not issued, reserved for issuance or outstanding, and there are not any no outstanding obligations of Continental or any Continental Subsidiary Insys to issue, deliver or sell, or cause to be issued, delivered or sold, any Equity Equivalents of Continental or any Continental SubsidiaryInsys. Except for Forfeitures and Cashless Settlements in connection with the Continental Stock-Based Awards, the Continental Stock Options and rights under the Continental SPP, there There are not any no outstanding obligations of Continental or any of the Continental Subsidiaries Insys to directly or indirectly redeem, repurchase or otherwise acquire any shares of capital stock or voting securities of, other equity interests in or Equity Equivalents of Continental or any Continental Subsidiary. Neither Continental nor any of the Continental Subsidiaries is party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Continental. Continental has delivered or made available to United true and complete copies of (A) the Continental Convertible Notes Indenture, (B) the Continental 2015 Convertible Notes Indenture, (C) the Continental TIDES Declaration of Trust and (D) the Continental Convertible Debentures IndentureInsys.

Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Continental capital stock consists of (A) 400,000,000 shares of Continental Common Stock, of which, as of the Measurement Date, 139,707,205 shares were issued and outstandingout- standing, none of which were Continental Restricted Shares, and (B) 10,000,000 shares of Continental preferred stock, of which, as of the Measurement Date, zero ze- ro shares of Continental Series A Junior Participating Preferred Stock (the ““ Continental Preferred StockStock ,” and together with the Continental Common Stock, ““ Continental Capital StockStock ”) were issued and outstanding. As of the Measurement Date, no shares of Continental Capital Stock were held in ContinentalXxxxx- nental’s treasury. As of the Measurement Date, no shares of Continental’s capital capi- tal stock or other voting securities of or equity interests in Continental were issuedis- sued, reserved for issuance or outstanding except as set forth in this Section 4.2(a)(i)) . All of the issued and outstanding shares of Continental Capital Stock are and, at the time of issuance, all such shares that may be issued upon the exercise ex- ercise or vesting of, or pursuant to, Continental Stock Options or Continental Stock-Based Awards or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, TIDES or Continental Convertible Common Securities will be, duly authorized au- thorized and validly issued and fully paid, nonassessable and not subject to or issued is- sued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Law, the Continental Charter, the Continental Bylaws or any contract con- tract to which Continental is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, Continental Continen- tal has not issued any capital stock or voting securities or other equity interests other than the issuance of Continental Capital Stock upon the exercise or vesting of, or pursuant to, Continental Stock Options and Continental Stock-Based Awards outstanding as of the Measurement Date and in accordance with their respective terms in effect at such time or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Con- vertible Notes, Continental’s 6% Convertible Preferred Securities Term Income Deferrable Equity Securities (the “TIDES“ TIDES ”) issued pursuant to the Amended and Restated Declaration of Trust dated as of November 10, 2000 of Continental Airlines Finance Trust II, as amended to the date of this Agreement (the “Continental “ Con- tinental TIDES Declaration of TrustTrust ”) or the 6% Convertible Common Securities Securi- ties of Continental Airlines Finance Trust II, issued pursuant to the Continental TIDES Declaration of Trust (the ““ Continental Convertible Common SecuritiesSecuri- ties ”), in each case outstanding as of the Measurement Date and in accordance with their terms in effect at such time. (ii) As of the date of this Agreement, except for Continental Stock OptionsOp- tions, rights under the Continental Stock-Based Awards, the Continental Convertible Con- vertible Notes, the Continental Convertible Notes Indenture, the Continental 2015 Convertible Notes, the Continental 2015 Convertible Notes Indenture, the TIDES, the Continental Convertible Common Securities, the Continental TIDES Declaration of Trust, the Continental Convertible Debentures, the Continental Convertible Debentures Indenture and this Agreement, there are not issued, reserved re- served for issuance or outstanding, and there are not any outstanding obligations of Continental or any Continental Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any Equity Equivalents of Continental or any Continental Con- tinental Subsidiary. Except for Forfeitures and Cashless Settlements in connection connec- tion with the Continental Stock-Based Awards, the Continental Stock Options and rights under the Continental SPP, there are not any outstanding obligations of Continental or any of the Continental Subsidiaries to directly or indirectly redeemre- deem, repurchase or otherwise acquire any shares of capital stock or voting securities se- curities of, other equity interests in or Equity Equivalents of Continental or any Continental Subsidiary. Neither Continental nor any of the Continental Subsidiaries Subsidi- aries is party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, ContinentalContinen- tal. Continental has delivered or made available to United true and complete copies of (A) the Continental Convertible Notes Indenture, (B) the Continental 2015 Convertible Notes Indenture, (C) the Continental TIDES Declaration of Trust and (D) the Continental Convertible Debentures Indenture.

Authorized and Issued Shares. The Seller shall at all times reserve and have available all Common Stock necessary to meet conversion of the Debentures by all purchasers of the entire amount of Debentures then outstanding. If, at any time Buyer submits a Notice of Conversion and the Seller does not have sufficient authorized but unissued shares of Common Stock available to effect, in full, a conversion of the Debentures (a Conversion Default, the date of such default being referred to herein as the Conversion Default Date), the Company shall issue to the purchasers of the Debentures all of the shares of Common Stock which are available, and the -8- Notice of Conversion as to any Debentures requested to be converted (the Unconverted Debentures), upon Buyer's sole option, may be deemed null and void. The Seller shall provide notice of such Conversion Default (Notice of Conversion Default) to all existing purchasers of outstanding Debentures, by facsimile, within one (1) business day of such default (with the original delivered by overnight or two day courier), and each such purchaser shall give notice to the Seller by facsimile within five business days of receipt of the original Notice of Conversion Default (with the original delivered by overnight or two day courier) of its election to either nullify or confirm the Notice of Conversion. The Seller agrees to pay to all purchasers of outstanding Debentures payments for a Conversion Default (Conversion Default Payments) in the amount of (N/365) x (.24) x the initial issuance price of the outstanding and/or tendered but not converted Debentures held by each Purchaser where N = the number of days from the Conversion Default Date to the date (the Authorization Date) that the Seller authorizes a sufficient number of shares of Common Stock to effect conversion of all remaining Debentures. The Seller shall send notice (Authorization Notice) to each Purchaser of outstanding Debentures that additional shares of Common Stock have been authorized, the Authorization Date and the amount of Purchaser's accrued Conversion Default Payments. The accrued Conversion Default shall be paid in cash or shall be convertible into Common Stock at the Conversion Rate, at the Buyer's option, payable as follows: (i) As in the event Buyer elects to take such payment in cash, cash payments shall be made to such Buyer of outstanding Debentures by the fifth day of the date of this Agreementfollowing calendar month, or (ii) in the event Buyer elects to take such payment in stock, the authorized Continental capital stock consists of (A) 400,000,000 shares of Continental Buyer may convert such payment amount into Common Stock, of which, as of Stock at the Measurement Date, 139,707,205 shares were issued and outstanding, none of which were Continental Restricted Shares, and (B) 10,000,000 shares of Continental preferred stock, of which, as of the Measurement Date, zero shares of Continental Series A Junior Participating Preferred Stock (the “Continental Preferred Stock,” and together with the Continental Common Stock, “Continental Capital Stock”) were issued and outstanding. As of the Measurement Date, no shares of Continental Capital Stock were held in Continental’s treasury. As of the Measurement Date, no shares of Continental’s capital stock or other voting securities of or equity interests in Continental were issued, reserved for issuance or outstanding except as conversion rate set forth in this Section 4.2(a)(i). All section 5(d) at anytime after the 5th day of the issued and outstanding shares of Continental Capital Stock are andcalendar month following the month in which the Authorization Notice was received, at until the time of issuance, all such shares that may be issued upon the exercise or vesting of, or pursuant to, Continental Stock Options or Continental Stock-Based Awards or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, TIDES or Continental Convertible Common Securities will be, duly authorized and validly issued and fully paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Law, the Continental Charter, the Continental Bylaws or any contract to which Continental is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, Continental has not issued any capital stock or voting securities or other equity interests other than the issuance of Continental Capital Stock upon the exercise or vesting of, or pursuant to, Continental Stock Options and Continental Stock-Based Awards outstanding as of the Measurement Date and in accordance with their respective terms in effect at such time or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, Continental’s 6% Convertible Preferred Securities Term Income Deferrable Equity Securities (the “TIDES”) issued pursuant to the Amended and Restated Declaration of Trust dated as of November 10, 2000 of Continental Airlines Finance Trust II, as amended to the date of this Agreement (the “Continental TIDES Declaration of Trust”) or the 6% Convertible Common Securities of Continental Airlines Finance Trust II, issued pursuant to the Continental TIDES Declaration of Trust (the “Continental Convertible Common Securities”), in each case outstanding as of the Measurement Date and in accordance with their terms in effect at such timematurity date. (ii) As of the date of this Agreement, except for Continental Stock Options, rights under the Continental Stock-Based Awards, the Continental Convertible Notes, the Continental Convertible Notes Indenture, the Continental 2015 Convertible Notes, the Continental 2015 Convertible Notes Indenture, the TIDES, the Continental Convertible Common Securities, the Continental TIDES Declaration of Trust, the Continental Convertible Debentures, the Continental Convertible Debentures Indenture and this Agreement, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of Continental or any Continental Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any Equity Equivalents of Continental or any Continental Subsidiary. Except for Forfeitures and Cashless Settlements in connection with the Continental Stock-Based Awards, the Continental Stock Options and rights under the Continental SPP, there are not any outstanding obligations of Continental or any of the Continental Subsidiaries to directly or indirectly redeem, repurchase or otherwise acquire any shares of capital stock or voting securities of, other equity interests in or Equity Equivalents of Continental or any Continental Subsidiary. Neither Continental nor any of the Continental Subsidiaries is party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Continental. Continental has delivered or made available to United true and complete copies of (A) the Continental Convertible Notes Indenture, (B) the Continental 2015 Convertible Notes Indenture, (C) the Continental TIDES Declaration of Trust and (D) the Continental Convertible Debentures Indenture.

Authorized and Issued Shares. (i) Bioblast’s authorized share capital is NIS 500,000, consisting of 10,000,000 Bioblast Ordinary Shares (the “Bioblast Capital Stock”). As of the date of this Agreement, the authorized Continental capital stock consists of (A1) 400,000,000 shares of Continental Common Stock, of which, as of the Measurement Date, 139,707,205 shares 3,359,109 Bioblast Ordinary Shares were issued and outstanding, none of which (2) warrants to purchase 216,129 Bioblast Ordinary Shares were Continental Restricted Sharesoutstanding (the “Bioblast Warrants”), (3) 785,163 Bioblast Ordinary Shares were reserved and available for issuance pursuant to the Bioblast Pharma Ltd. 2013 Incentive Option Plan, as amended and in effect on the date hereof (the “Bioblast 2013 Plan”), and (B4) 10,000,000 shares of Continental preferred stock, of which, as of options to purchase 209,384 Bioblast Ordinary Shares were issued and outstanding under the Measurement Date, zero shares of Continental Series A Junior Participating Preferred Stock Bioblast 2013 Plan (the “Continental Preferred Stock,” and together with Bioblast Stock Options”). Bioblast does not hold any shares of its capital stock in its treasury. Except as set forth in the Continental Common Stock, “Continental Capital Stock”) were issued and outstanding. As second sentence of the Measurement Datethis Section 3.02(a)(i), no shares other Equity Interests of Continental Capital Stock were held in Continental’s treasury. As of the Measurement Date, no shares of Continental’s capital stock or other voting securities of or equity interests in Continental Bioblast were issued, reserved for issuance or outstanding except as set forth outstanding, and Bioblast has no other options, warrants, calls, pre-emptive rights, subscriptions or other rights, Contracts, arrangements or commitments of any kind, including any shareholder rights plan, relating to, or the value of which is determined in this Section 4.2(a)(i)reference to, the issued or unissued Bioblast Capital Stock (or any other Equity Interest of Bioblast) or the Equity Interests of any Bioblast Subsidiary, obligating Bioblast or any Bioblast Subsidiary to issue, transfer or sell, or cause to be issued, transferred or sold, any Equity Interests of Bioblast or any Bioblast Subsidiary. All of the issued and outstanding shares of Continental Bioblast Capital Stock are and, at the time of issuance, all such shares that may be issued in connection with the Concurrent Private Offering, as Merger Consideration or upon the exercise or vesting of, or pursuant to, Continental Bioblast Warrants, Bioblast Stock Options or Continental Stock-Based Awards or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, TIDES or Continental Convertible Common Securities Bioblast 2013 Plan will be, when issued in accordance with their respective terms, duly authorized and validly issued and fully paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Companies Law, the Continental Charter, the Continental Bylaws Bioblast Charter or any contract contract, subcontract, agreement, binding commitment, note, bond, mortgage, indenture, lease, license, sublicense, franchise or other legally binding instrument, obligation or arrangement, whether oral or in writing (“Contract”) to which Continental Bioblast is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, Continental has not issued any capital stock or voting securities or other equity interests other than the issuance of Continental Capital Stock upon the exercise or vesting of, or pursuant to, Continental Stock Options and Continental Stock-Based Awards outstanding as of the Measurement Date and in accordance with their respective terms in effect at such time or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, Continental’s 6% Convertible Preferred Securities Term Income Deferrable Equity Securities (the “TIDES”) issued pursuant to the Amended and Restated Declaration of Trust dated as of November 10, 2000 of Continental Airlines Finance Trust II, as amended to the date of this Agreement (the “Continental TIDES Declaration of Trust”) or the 6% Convertible Common Securities of Continental Airlines Finance Trust II, issued pursuant to the Continental TIDES Declaration of Trust (the “Continental Convertible Common Securities”), in each case outstanding as of the Measurement Date and in accordance with their terms in effect at such time. (ii) As of the date of this Agreement, except for Continental Stock Options, rights under the Continental Stock-Based Awards, the Continental Convertible Notes, the Continental Convertible Notes Indenture, the Continental 2015 Convertible Notes, the Continental 2015 Convertible Notes Indenture, the TIDES, the Continental Convertible Common Securities, the Continental TIDES Declaration of Trust, the Continental Convertible Debentures, the Continental Convertible Debentures Indenture and this Agreement, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of Continental or any Continental Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any Equity Equivalents of Continental or any Continental Subsidiary. Except for (1) Forfeitures and Cashless Settlements in connection with the Continental Stock-Based Awards, the Continental Bioblast Stock Options and rights under the Continental SPPBioblast 2013 Plan and (2) any cashless settlement and contingent redemption features in the Bioblast Warrants, there are not any outstanding obligations of Continental Bioblast or any of the Continental Bioblast Subsidiaries to directly or indirectly redeem, repurchase or otherwise acquire any shares of capital stock or voting securities of, other equity interests Equity Interests in or Equity Equivalents of Continental Bioblast or any Continental Bioblast Subsidiary. Neither Continental Bioblast nor any of the Continental Bioblast Subsidiaries is party to any voting agreement Contract with respect to the voting of any capital stock or voting securities of, or voting of other equity interests Equity Interests in, Continental. Continental Bioblast. (iii) Bioblast has delivered or made available to United true Enlivex a complete and complete copies correct list of all Bioblast Warrants and Bioblast Options outstanding as of the date of this Agreement, including, with respect to each such Bioblast Warrant and Bioblast Option, the (A) the Continental Convertible Notes Indenture, exercise price and (B) the Continental 2015 Convertible Notes Indenture, number of Bioblast Ordinary Shares underlying such security and (C) the Continental TIDES Declaration of Trust and (D) the Continental Convertible Debentures Indentureexpiration date with respect thereto.