Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 55,000,000 shares of Company Common Stock and 30,791,980 shares of Company Preferred Stock, of which 3,605,920 have been designated Series Seed Preferred Stock, 8,260,412 have been designated Series A Preferred Stock and 18,925,648 have been designated Series B Preferred Stock. The number and class and series of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is set forth on Schedule 3.4(a) of the Company Disclosure Letter, no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, and no shares of Company Capital Stock will be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, except for: (i) shares of Company Common Stock issued upon the conversion of shares of Company Preferred Stock that are issued and outstanding on the Agreement Date and/or (ii) shares of Company Common Stock issued upon the exercise of outstanding Company Options or Company Warrants listed on Schedule 3.4(b) of the Company Disclosure Letter. Schedule 3.4(a) of the Company Disclosure Letter also sets forth for each Company Stockholder, as of the Agreement Date: (A) the last known address, email address, and country of citizenship of such Company Stockholder, (B) the date of issuance and the Carta certificate numbers of the shares of Company Capital Stock held by such Company Stockholder, (C) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise of outstanding Company Options, (D) whether any of such shares constitute Company Restricted Stock, (E) for all such shares of Company Restricted Stock, the number of shares subject to vesting, rights of forfeiture or repurchase, (F) whether any such vesting, rights of forfeiture or repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, (G) the vesting schedule for such shares, and (H) whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. The Company does not hold any treasury stock and does not otherwise own any shares of Company Capital Stock. All issued and outstanding sh...
Authorized and Outstanding Capital Stock of the Company. As of the date hereof, the authorized capital stock of the Company consists of (a) 2,000,000 shares of the Preferred Stock, no par value per share, and (b) 20,000,000 shares of the Common Stock, no par value per share. As of the date hereof, (i) 11,000 shares of the Preferred Stock, designated as the Series A Shares, are outstanding, (ii) 190,000 shares of Preferred Stock, designated as the Series B-1 Shares, of which none are outstanding, (iii) 110,000 shares of Preferred Stock, designated as the Series B-2 Shares, of which none are outstanding, (iv) 300,000 shares of Preferred Stock, designated as Series C Preferred Stock, of which none are outstanding, (v) aside from the Preferred Stock described in the immediately preceding clauses (i), (ii), (iii) and (iv), no other shares of Preferred Stock are designated or outstanding, and (vi) 12,273,003 shares of Common Stock, are validly issued and are outstanding. All such outstanding shares of Preferred Stock and Common Stock are fully paid, nonassessable and free of preemptive rights (and were not issued in violation of preemptive rights). No shares of the Preferred Stock or Common Stock are held in the treasury of the Company or by any of its Subsidiaries.
Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists of 174,366,666 shares of Company Common Stock, of which 3,791460 shares of Company Common Stock are issued and outstanding as of the Agreement Date, and 107,105,709 shares of Company Preferred Stock, consisting of 24,485,000 shares designated Series B Preferred Stock, all of which are issued and outstanding as of the Agreement Date, 1,000,000 shares designated Series B-1 Preferred Stock, no shares of which are issued and outstanding as of the Agreement Date, 14,848,484 shares designated Series C Preferred Stock, all of which are issued and outstanding as of the Agreement Date, 12,121,212 shares designated Series D Preferred Stock, all of which are issued and outstanding, 1,287,878 shares designated Series D-1 Preferred Stock, no shares of which are issued and outstanding as of the Agreement Date, 996,469 shares designated Series E Preferred Stock, 746,237 of which are issued and outstanding as of the Agreement Date, 50,166,666 shares designated Series E-1 Preferred Stock, 40,769,257 of which are issued and outstanding as of the Agreement Date, and 2,200,000 shares designated Series E-2 Preferred Stock, 1,888,960 shares of which are issued and outstanding as of the Agreement Date. The number of issued and outstanding shares of Company Capital Stock held by each stockholder as of the Agreement Date have been made available to the Parent, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on documents made available to Parent, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on documents made available to Parent except for shares of Company Capital Stock issued pursuant to the exercise of outstanding (i) Company Options listed on documents made available to Parent and (ii) Company Warrants, Series E-1 In-The Money Warrants and the CapIP Warrant listed on documents made available to Parent. The Company holds no treasury shares. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and, except under the agreements to be terminated pursuant to Section 8.2(h) hereof, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirement...
Authorized and Outstanding Capital Stock of the Company. The Company Interests (including the class of such Company Interests) held by each Company Member as of the Agreement Date is set forth on Schedule 3.4(a) of the Company Disclosure Letter, no units of the Company are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, and no units of the Company will be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter. Schedule 3.4(a) of the Company Disclosure Letter also sets forth for each Company Member the number of units held and the addresses of record and email addresses (if known) of such Company Member and the date of issuance of the units held by such Company Member. All issued and outstanding units of the Company have been duly authorized and validly issued, are fully paid and nonassessable, and were not issued in violation of and, except under the agreements to be terminated in accordance with Section 8.2(f), are not subject to any right of rescission, right of first refusal or preemptive right under, and have been offered, issued, sold and delivered by the Company in compliance with, Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company.
Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists of 32,500,000 shares of Company Common Stock, of which 236,899 shares of Company Common Stock are issued and outstanding as of the Agreement Date, and 24,361,974 shares of Company Preferred Stock, of which 24,276,274 shares of Company Preferred Stock are issued and outstanding as of the Agreement Date. The number of issued and outstanding shares of Company Capital Stock held by each stockholder as of the Agreement Date are set forth on Section 3.4(a) of the Company Disclosure Schedule, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Section 3.4(a) of the Company Disclosure Schedule, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Section 3.4(a) of the Company Disclosure Schedule, except for shares of Company Capital Stock issued pursuant to the exercise of outstanding (i) Company Options listed on Section 3.4(b) of the Company Disclosure Schedule and (ii) Company Warrants listed on Section 3.4(c) of the Company Disclosure Schedule. The Company holds no treasury shares. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and, except under the agreements to be terminated pursuant to Section 8.2(e) hereof, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company.
Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists of 184,551 shares of Company Common Stock, 1,212,500 shares of Company Class A Common Stock and 448,458 shares of Company Class B Common Stock. Of the 1,212,500 shares of Company Class A Common Stock, 500,000 shares have been designated as Company Series 1-A Common Stock, 500,000 shares have been designated as Company Series 1-B Common Stock, 66,100 shares have been designated as Company Series 2 Common Stock, 15,000 shares have been designated as Company Series 3 Common Stock, and 131,400 shares have been designated as Company Series 4 Common Stock. A total of zero shares of Company Common Stock, 500,000 shares of Company Series 1-A Common Stock, 500,000 shares of Company Series 1-B Common Stock, 66,100 shares of Company Series 2 Common Stock, 15,000 shares of Company Series 3 Common Stock, 128,900 shares of Company Series 4 Common Stock, and 448,458 shares of Company Class B Common Stock are issued and outstanding as of the Agreement Date. The numbers and kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date are set forth on Schedule 3.4(a) of the Company Disclosure Letter, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and non-assessable, have not been issued in violation of any preemptive rights, rights of first refusal or similar rights and have been offered, issued, sold and delivered by the Company in material compliance with Applicable Law and all requirements set forth in applicable Contracts. There is no liability for dividends accrued and unpaid by the Company.
Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consist of: (i) 46,000,000 shares of Class A Common Stock, 12,414,490 of which have been issued and are outstanding; (ii) 2,000,000 shares of Class B Common Stock, 1,775,821 of which have been issued and are outstanding; and (iii) 2,000,000 shares of Preferred Stock, none of which have been issued or are outstanding. All issued and outstanding Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in material compliance with all requirements of Applicable Law.
Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100,000,000 shares of Company Common Stock. A total of 40,000,000 shares of Company Common Stock are issued and outstanding. The numbers of outstanding shares of Company Common Stock held by the Shareholder as of the Agreement Date and as of the Closing Date are set forth on Schedule 3.4(a) of the Company Disclosure Schedule, and no shares of capital stock of the Company are issued or outstanding that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule. The Company holds no issued shares of Company Common Stock. All issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts and the Company has received all consideration due to it in connection with the sale and issuance of such shares. There is no Liability for dividends accrued and unpaid by the Company (except as permitted by Section 6.3(g)).
Authorized and Outstanding Capital Stock of the Company. (i) As of the Agreement Date, the authorized capital stock of the Company consists solely of: (x) 16,300,000 shares of Company Common Stock (of which there are currently 5,345,590 shares of Company Common Stock issued and outstanding); and (y) 8,046,756 shares of Company Preferred Stock (of which there are currently 7,986,675 shares of Company Preferred Stock issued and outstanding). As of the Effective Time, after giving effect to the completion of the exchange contemplated by Section 2.4(c), the authorized capital stock of the Company consists solely of: (x) 16,300,000 shares of Company Common Stock (of which there will be 5,493,596 shares of Company Common Stock issued and outstanding); and (y) 8,046,756 shares of Company Preferred Stock (of which there will be 7,986,675 shares of Company Preferred Stock issued and outstanding). The Company Preferred Stock is comprised of: (A) 2,430,990 shares of Company Preferred Stock that is designated as Founder Preferred Stock (of which as of the Agreement Date there are 2,430,990 shares of Founder Preferred Stock issued and outstanding); (B) 2,173,912 shares of Company Preferred Stock that is designated as Series Seed Preferred Stock (of which as of the Agreement Date there are 2,173,912 shares of Series Seed Preferred Stock issued and outstanding); and (C) 3,441,854 shares of Company Preferred Stock that is designated as Series Seed Plus Preferred Stock (of which as of the Agreement Date there are 3,381,773 shares of Series Seed Plus Preferred Stock issued and outstanding). The number and class and series of issued and outstanding equity securities held by each Company Stockholder as of the Agreement Date is set forth on Schedule 3.4(a), no equity securities are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a), and no equity securities shall be issued or outstanding as of the Agreement Date. Schedule 3.4(a) accurately reflects all of the Persons who are entitled to receive any portion of the Merger Consideration, including for such purpose the holders of the convertible notes of the Company described in Section 2.4(c) assuming that the exchange contemplated by Section 2.4(c) has been completed in accordance with its terms, pursuant to the terms of this Agreement and an accurate calculation of their respective Merger Consideration Pro Rata Shares.
(ii) The Company does not hold any treasury stock and does not otherwise own any Company Common Stock. All issued and outstanding...
Authorized and Outstanding Capital Stock of the Company. As of December 5, 2007: Common stock - $0.001 par value; Authorized - 900,000,000 shares; Outstanding – 468,886,190 shares Preferred stock - $0.01 par value; Authorized - 15,000,000 shares; Issued - 0 shares; Outstanding - 0 shares As of December 5, 2007: Common stock - no par value; Authorized – 1,000 shares; Outstanding – 1,000 shares NV Entertainment, Inc. only owns a 50% interest in Top Secret Productions, LLC, a California limited liability company.
