Common use of Authorized and Issued Shares Clause in Contracts

Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized NeoPharm capital stock consists of (A) 50,000,000 shares of 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, no shares were issued and outstanding and all of which have been designated as Convertible Preferred Stock. As of the Measurement Date, zero shares of NeoPharm Common Stock were held in NeoPharm’s treasury. As of the Measurement Date, no shares of NeoPharm’s capital stock or other voting securities of or equity interests in NeoPharm were issued, reserved for issuance or outstanding except as set forth in this Section 3.2(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 NeoPharm Common Stock are, and, at the time of issuance, all shares of NeoPharm Common Stock and Convertible Preferred Stock that may be issued as Merger Consideration or upon the exercise of NeoPharm Stock Options will be, duly authorized, validly 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 NeoPharm Charter, the NeoPharm Bylaws or any contract to which NeoPharm is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, NeoPharm has not issued any capital stock or voting securities or other equity interests.

Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized NeoPharm Continental capital stock consists of (A) 50,000,000 400,000,000 shares of NeoPharm Continental 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, no 139,707,205 shares were issued and outstanding and all outstanding, none of which have been designated were Continental Restricted Shares, and (B) 10,000,000 shares of Continental preferred stock, of which, as Convertible Preferred Stock. As of the Measurement Date, zero shares of NeoPharm 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 NeoPharmContinental’s treasury. As of the Measurement Date, no shares of NeoPharmContinental’s capital stock or other voting securities of or equity interests in NeoPharm Continental were issued, reserved for issuance or outstanding except as set forth in this Section 3.2(a)(i4.2(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 NeoPharm Common Continental Capital 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 upon the exercise or vesting of, or pursuant to, Continental Stock Options or Continental Stock-Based Awards or upon the exercise conversion of NeoPharm Stock Options the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, TIDES or Continental Convertible Common Securities will be, duly authorized, authorized and validly issued, 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 NeoPharm Continental Charter, the NeoPharm Continental Bylaws or any contract to which NeoPharm Continental is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, NeoPharm Continental has not issued any capital stock or voting securities or other equity interestsinterests 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.

Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized NeoPharm Continental capital stock consists of (A) 50,000,000 400,000,000 shares of NeoPharm Continental 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, no 139,707,205 shares were issued and outstanding and all outstanding, none of which have been designated were Continental Restricted Shares, and (B) 10,000,000 shares of Continental preferred stock, of which, as Convertible Preferred Stock. As of the Measurement Date, zero shares of NeoPharm 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 NeoPharmContinental’s treasury. As of the Measurement Date, no shares of NeoPharmContinental’s capital stock or other voting securities of or equity interests in NeoPharm Continental were issued, reserved for issuance or outstanding except as set forth in this Section 3.2(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 19344.2(a)(i) by a total of 129 Persons. All of the issued and outstanding shares of NeoPharm Common Continental Capital 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 upon the exercise or vesting of, or pursuant to, Continental Stock Options or Continental Stock-Based Awards or upon the exercise conversion of NeoPharm Stock Options the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, TIDES or Continental Convertible Common Securities will be, duly authorized, authorized and validly issued, 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 NeoPharm Continental Charter, the NeoPharm Continental Bylaws or any contract to which NeoPharm Continental is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, NeoPharm Continental has not issued any capital stock or voting securities or other equity interestsinterests 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.

Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized NeoPharm Continental capital stock consists of (A) 50,000,000 400,000,000 shares of NeoPharm Continental 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, no 139,707,205 shares were issued and outstanding and all out- standing, none of which have been designated were Continental Restricted Shares, and (B) 10,000,000 shares of Continental preferred stock, of which, as Convertible of the Measurement Date, ze- ro 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, zero no shares of NeoPharm Common Continental Capital Stock were held in NeoPharmXxxxx- nental’s treasury. As of the Measurement Date, no shares of NeoPharmContinental’s capital capi- tal stock or other voting securities of or equity interests in NeoPharm Continental were issuedis- sued, reserved for issuance or outstanding except as set forth in this Section 3.2(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 19344.2(a)(i) by a total of 129 Persons. All of the issued and outstanding shares of NeoPharm Common Continental Capital 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 upon the ex- ercise or vesting of, or pursuant to, Continental Stock Options or Continental Stock-Based Awards or upon the exercise conversion of NeoPharm Stock Options 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, 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 NeoPharm Continental Charter, the NeoPharm Continental Bylaws or any contract con- tract to which NeoPharm Continental is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, NeoPharm Continen- tal has not issued any capital stock or voting securities or other equity interestsinterests 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 Con- vertible 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 “ Con- tinental TIDES Declaration of Trust ”) or the 6% Convertible Common Securi- ties of Continental Airlines Finance Trust II, issued pursuant to the Continental TIDES Declaration of Trust (the “ Continental Convertible Common Securi- ties ”), in each case outstanding as of the Measurement Date and in accordance with their terms in effect at such time.