Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist of 200,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock.
(b) All of the issued and outstanding shares of capital stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable, with no personal liability attaching to the ownership thereof. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designation, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed by or through the Company, except for restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law.
(c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock.
(d) Except as provided in this Agreement or any of the Related Agreements, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire a...
Authorized and Outstanding Stock. 4 2.5 Subsidiaries .........................................................4 2.6
Authorized and Outstanding Stock. (a) The authorized capital stock of the Company immediately prior to the Closing will consist of 51,000,000 shares of capital stock, of which 50,000,000 shares are Common Stock and 1,000,000 shares are Preferred Stock.
(b) As of the date hereof, the issued and outstanding capital stock of the Company consists of 17,998,567 shares of Common Stock. As of the date hereof, options to purchase 1,943,859 shares of Common Stock have been granted and are unexercised under the Company's stock option plans. All of the issued and outstanding shares of capital stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares will be, duly authorized and validly issued and fully paid and non-assessable, with no personal liability attaching to the ownership thereof, and will be free and clear of all Liens, claims, charges, Encumbrances, or transfer restrictions imposed by or through the Company, except for restrictions imposed by (i) federal or state securities or "blue sky" laws; and (ii) this Agreement. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class or series of capital stock of the Company are as set forth in the Certificate of Incorporation, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable in accordance with their terms and in accordance with applicable Law.
(c) Except as set forth in Schedule 2.4(c) hereto, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Company is authorized or outstanding; (ii) the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company; (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof; and (iv) there are no agreements, written or oral, between the Company and any holder of its capital stock or, to the Knowledge of the Company, among any holders of its capital stock, relating to the acquisition, disposition or voting of the capital stock of the Company. Except as set ...
Authorized and Outstanding Stock. The authorized capital stock of the Company consists of (i) 200 shares of Common Stock, of which 200 shares are validly issued and outstanding and held of record and owned beneficially by the Persons set forth on Schedule 2.4 attached hereto, free and clear of all liens, security interests, restrictions on transfer, and other encumbrances. Immediately after the Closing, the authorized capital stock of the Company will consist of (a) 400 shares of Common Stock, 150 of which will be issued and outstanding and held of record by the Persons set forth on Schedule 1.4 attached hereto; (b) 1,000,000 shares of Series A Preferred Stock with the rights, terms and privileges set forth in Exhibit B and of which 1,000,000 shares will be issued are outstanding and held of record by the Purchasers as set forth on Schedule 1.1; and (c) 50 shares of Series B Preferred Stock with the rights, terms, and privileges set forth in Exhibit B and of which 50 shares will be issued and outstanding and held of record by the Purchasers as set forth on Schedule 1.1 attached hereto. All issued and outstanding shares of capital stock are, and when issued in accordance with the terms hereof, all Securities and the Conversion Shares will be, duly and validly authorized, validly issued and fully paid and non-assessable and free from any restrictions on transfer, except for restrictions imposed by federal or state securities or "blue-sky" laws and except for those imposed pursuant to any Related Agreement. Except as set forth on Schedule 2.4, there are no outstanding warrants, options, commitments, preemptive rights, rights to acquire or purchase, conversion rights or demands of any character relating to the capital stock or other securities of the Company. All issued and outstanding shares of capital stock of the Company were issued (i) in transactions exempt from the registration provisions of the Act, and (ii) in compliance with or in transactions exempt from the registration provisions of applicable state securities or "blue-sky" laws.
Authorized and Outstanding Stock. The authorized capital stock of the Company consists of 10,000,000 shares of Common Stock, par value $0.01 per share, and 1,000,000 shares of Preferred Stock, par value $0.01 per share. As of the date hereof, 2,439,350 shares of Common Stock are issued and outstanding. As of the date hereof, no shares of Preferred Stock are issued and outstanding. There are no preemptive rights with respect to the Common Stock.
Authorized and Outstanding Stock. (a) The authorized capital stock of the Company consists of 100,000,000 shares of common stock, $0.001 par value per share (“Common Stock”), and 5,000,000 shares of preferred stock, $0.001 per value per share (“Preferred Stock”). Of such Preferred Stock, (i) 1,321,514 shares of Preferred Stock are designated as Series A Convertible Preferred Stock (“Series A Preferred Stock”) and (ii) upon the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, 65,000 shares will be designated as the Series B Preferred Stock. The Company does not have any other issued and outstanding shares of Preferred Stock.
(b) As of December 20, 2023, (i) 34,697,019 shares of Common Stock were issued and outstanding, (ii) 1,837,013 shares of Common Stock were held by the Company as treasury shares, (iii) 1,609,979 shares of Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Common Stock or in connection with the settlement of outstanding vested or unvested restricted stock units or performance shares awards issued pursuant to the Stock Plans or the vesting of outstanding unvested restricted stock units not issued pursuant to the Stock Plans (assuming, in the case of any awards that are subject to the attainment of performance goals, that applicable performance goals are attained at the maximum level), (iv) no shares of Common Stock have been purchased by employees of the Company under the Company’s employee stock purchase plan but have not yet been issued; (v) an additional 603,814 shares of Common Stock are reserved for future issuance to employees of the Company under the Company’s employee stock purchase plan, and (vi) no shares of Series A Preferred Stock were issued and outstanding.
(c) All of the issued and outstanding shares of Common Stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares will be, duly authorized and validly issued and fully paid and non-assessable. The shares of Common Stock issuable upon conversion of the Purchased Shares or Optional Shares (the “Conversion Shares”) have been reserved for issuance and, when issued upon conversion thereof in accordance with the terms of the Certificate of Designations in accordance with their terms will be validly issued and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer under applicable law or any contract to which the Company is a part...
Authorized and Outstanding Stock. The authorized capital stock of the Company consists of (i) 50,000,000 shares of Common Stock, of which 650,000 shares are validly issued and outstanding on the date hereof and are held of record and owned beneficially as set forth in Schedule 2.4 hereto; and (ii) 150,000 shares of Preferred Stock, all of which have been designated as Series A Preferred Stock with the rights, terms and privileges set forth in Exhibit A, and of which no shares are issued or outstanding. There are no treasury shares held by the Company. All issued and outstanding shares of capital stock are, and when issued in accordance with the terms hereof, all Purchased Shares and Conversion Shares issued upon conversion of the Purchased Shares will be, duly and validly authorized, validly issued and fully paid and non-assessable and free from any restrictions on transfer, except for restrictions imposed by federal or state securities or "blue-sky" laws and except for those imposed pursuant to this Agreement or any Related Agreement. Except as set forth on Schedule 2.4 hereto, there are no outstanding warrants, options, commitments, preemptive rights, rights to acquire or purchase, conversion rights or demands of any character relating to the capital stock or other securities of the Company.
Authorized and Outstanding Stock. After giving effect to the Closing, the authorized Stock of the Company consists of (a) 1,000,000 shares of Common Stock, of which 1,000 shares are issued and outstanding, and (b) 10,000 shares of preferred stock, $0.001 par value per share, of the Company, of which 2,500 shares are designated as the Series A Preferred Stock, of which 1,241.1047 shares will be issued and outstanding after giving effect to the transactions contemplated by this Agreement. All of such issued and outstanding shares, including, without limitation, the December 2001 Preferred Stock, are validly issued, fully paid and non-assessable. Schedule 4.1 hereto contains a complete and correct list of all stockholders of the Company and the number of shares owned by each. Except as set forth on Schedule 4.1, (i) there is no existing option, warrant, call, commitment or other agreement to which the Company is a party requiring, and there are no convertible securities of the Company outstanding which upon conversion would require or permit, the issuance of any additional shares of Stock of the Company or other securities convertible into shares of equity securities of the Company, other than, under certain circumstances, the issuance of Common Stock or the Series A Preferred Stock in lieu of cash dividends on the Series A Preferred Stock and (ii) there are no agreements to which the Company is a party or, to the knowledge of the Company, to which any stockholder or warrant holder of the Company is a party, with respect to the voting or transfer of the Stock of the Company or with respect to any other aspect of the Company's affairs, other than the Stockholder Agreement. There are no stockholders' preemptive rights or rights of first refusal or other similar rights with respect to the issuance of Stock by the Company, other than pursuant to the Transaction Documents.
Authorized and Outstanding Stock. AZCO's authorized capital stock consists of One Hundred Million (100,000,000 ) shares of $.02 par value Common Stock, of which 25,252,121 shares are issued and outstanding as of December 31, 1998. All outstanding Shares of AZCO have been duly authorized and validly issued, fully paid, noassessable and issuad in full compliance with the preemptive rights of any existing shareholders and in full compliance with all applicable federal and state securities laws. No shares of AZCO's capital stock have been reserved for issuance for any purposes, and there are no outstanding rights, subscriptions, warrants, options, conversion rights, commitments or agreements of any kind outstanding to purchase or otherwise acquire from AZCO, or to cause AZCO to issue or purchase, any shares of its capital stock, or securities or obligations of any kind convertible into, exchangable for, or evidencing the right to acquire any shares of capital stock, other than set forth in Exhibit C, and no additional shares, rights or warrants of AZCO shall be issued from November 30, 1998 to the date of Closing.
Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing and the transactions contemplated by Section 1.3 hereof) will consist of (i) 25,000,000 shares of Common Stock, and (ii) 1,205,884 shares of Series A Preferred Stock, (iii) 896,159 shares of Series B Preferred Stock, (iv) 225,103 shares of Series C Preferred Stock, (v) 1,315,790 shares of Series D Preferred Stock, (vi) 4,333,334 shares of Series E Preferred Stock, (vii) 460,000 shares of Series X Preferred Stock, and (viii) 6,563,730 shares of undesignated Preferred Stock, $0.01 par value per share.
(b) The issued and outstanding capital stock of the Company (immediately after the Closing and the transactions contemplated by Section 1.3 hereof) will consist of 1,731,836 (of which 4,000 shares are held in treasury) shares of Common Stock, 1,205,884 shares of Series A Preferred Stock, 896,159 shares of Series B Preferred Stock, 225,103 shares of Series C Preferred Stock, 1,315,790 shares of Series D Preferred Stock, and 4,333,334 shares of Series E Preferred Stock. In addition, 460,000 shares of Series X Preferred Stock are reserved for issuance upon the exercise of certain warrants issued to Xxxx & Company, Inc. In addition, (i) 2,411,768 shares of Common Stock have been reserved for issuance upon the conversion of the Series A Preferred Stock, 2,118,969 shares of Common Stock have been reserved for issuance upon the conversion of the Series B Preferred Stock, 568,521 shares of Common Stock have been reserved for issuance upon the conversion of the Series C Preferred Stock, 2,631,580 shares of Common Stock have been reserved for issuance upon the conversion of the Series D Preferred Stock, 460,000 shares of Common Stock have been reserved for issuance upon the conversion of the Series X Preferred Stock, 4,333,334 shares of Common Stock have been reserved for issuance upon the conversion of the Series E Preferred Stock and (ii) 3,926,908 shares of Common Stock have been reserved for issuance pursuant to the Company's Omnibus Stock Plan, and of which options to purchase 2,598,708 shares of Common Stock have been granted and are outstanding). All of the issued and outstanding shares of Common Stock and Preferred Stock are, and when issued in accordance with the terms hereof, the Purchased Shares, and the Conversion Shares will be, duly authorized and validly issued and fully paid and nonassessable, with no personal liability attaching to the ownership thereof and will be free and...
