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 forth in Schedule 2.4(c) hereto, no Person is entitled to (i) any preemptive right, right of first refusal or similar right granted by the Company with respect to the issuance of any capital stock of the Company. Except as set forth in Schedule 2.4(c) hereto and as provided in the Registration Rights Agreement, no Person has been granted rights by the Company with respect to the registration of any capital stock of the Company under the Securities Act of 1933, as amended (the "Securities Act"). All of the issued and outstanding shares of the Company's capital stock have been offered, issued and sold by the Company in compliance with applicable federal and state securities laws.
Appears in 1 contract
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 authorized capital stock of the Company consists of 17,998,567 (i) 350,000 shares of Common Stock, of which 97,163 shares are issued and outstanding and zero shares are held by the Company as treasury shares, (ii) 3,000 shares of Series A Preferred Stock, of which 3,000 shares are issued and outstanding and zero shares are held by the Company as treasury shares, and (iii) 197,000 shares of Series B Preferred Stock, of which 178,500 shares are issued and outstanding and zero shares are held by the Company as treasury shares. As Immediately prior to the consummation of the date hereoftransactions contemplated hereby, options to purchase 1,943,859 shares of Common Stock have been granted and are unexercised under the Company's stock option plans. All all of the issued and outstanding shares of capital stock of the Company arewill be held of record by the Persons identified in Section 3.3(a) of the Company Disclosure Schedule in the amounts indicated thereon. The Company has no issued or outstanding capital stock other than the Company Shares.
(b) Except as set forth in Section 3.3(b) of the Company Disclosure Schedule, (i) there are no outstanding subscriptions, options, warrants, phantom rights, stock appreciation rights, commitments, agreements, arrangements or commitments for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class, other equity interests of the Company, or securities of the Company of any kind, (ii) there are no outstanding preemptive rights, rights of first refusal, put or call rights or obligations or anti-dilution rights with respect to the issuance, sale or redemption of the Company Shares, issued or unissued equity interests of the Company, or securities of the Company of any kind, and when (iii) there are no agreements relating to the voting of the Company’s voting securities or restrictions on the transfer of the Company Shares, issued in accordance with or unissued equity interests of the terms hereofCompany, or securities of the Purchased Company of any kind. All of the Company Shares will be, have been duly and validly authorized and validly issued and are fully paid and non-assessable, with no personal liability attaching to the ownership thereof, assessable and will be are owned of record and beneficially by Sellers free and clear of all Liens, claims, charges, Encumbrances, or other than restrictions on transfer restrictions imposed by applicable federal, state or through foreign Laws or pursuant to the CompanyStockholders’ Agreement. Upon the consummation of the transactions contemplated hereby, except for Buyer will receive valid title to the Company Shares, free and clear of all Liens, other than restrictions on transfer imposed by (i) federal applicable federal, state or state securities or "blue sky" laws; and (ii) this Agreementforeign Laws. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class or series of capital stock All 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 outstanding 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 forth in Schedule 2.4(c) hereto, no Person is entitled to (i) any preemptive right, right of first refusal or similar right granted by the Company with respect to the issuance of any capital stock of the Company. Except as set forth in Schedule 2.4(c) hereto and as provided in the Registration Rights Agreement, no Person has been granted rights by the Company with respect to the registration of any capital stock of the Company under the Securities Act of 1933, as amended (the "Securities Act"). All of the were issued and outstanding shares of the Company's capital stock have been offered, issued and sold by the Company in compliance with applicable federal and state securities lawsLaws. None of such shares were issued in violation of (1) any contract to which Sellers or the Company is a party or is subject, or (2) any preemptive or similar rights of any Person.
Appears in 1 contract
Authorized and Outstanding Stock. (a) The Prior to implementation of the Recapitalization, the authorized capital stock of the Company immediately prior to the Closing will consist CAS consisted of 51,000,000 100,000 shares of capital common stock, of which 50,000,000 10,000 shares are Common Stock and 1,000,000 shares are Preferred Stock.
(b) As of the date hereof, the were issued and outstanding capital stock in the name of Seller. After the Company consists Recapitalization, the capitalization of 17,998,567 CAS is as follows: 3,500,000 authorized shares of Class A Common Stock. As , of the date hereof, options to purchase 1,943,859 which 1,250,000 shares are issued and outstanding; 10,000,000 authorized shares of Class A Super Common Stock have been granted Stock, of which 4,000,000 shares are issued and outstanding; and 500,000 authorized shares of Class A Preferred Stock, of which 500,000 shares are unexercised under the Company's stock option plansissued and outstanding. All of the issued and foregoing outstanding shares of capital stock of the Company areare owned by Seller. To Seller's knowledge, and when issued in accordance with the terms hereof, the Purchased Shares will be, all outstanding shares have been duly authorized and are validly issued, fully paid, nonassessable and issued in full compliance with the preemptive rights of any existing shareholders and fully paid in full compliance with all applicable federal 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 forth in Schedule 2.4(c) hereto5.4, to Seller's knowledge, no Person is entitled to (i) any preemptive right, right shares of first refusal or similar right granted by the Company with respect to the issuance of any capital stock of CAS 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 CAS, or to cause CAS to issue or sell any shares of its authorized stock or securities or obligations of any kind convertible into, exchangeable for or evidencing the Companyright to acquire any shares of its authorized stock.
(b) To Seller's actual knowledge, there are no other shares or classes of shares of authorized or outstanding capital stock of CAS. Except as Notwithstanding the fact that Stephen Vincent or any other execxxxxx xxxxxxx xf CAS may have been deemed to be an executive officer of Seller under the Securities Exchange Act of 1934 or any other law or regulation. Seller shall not be deemed to have possessed knowledge of any facts or circumstances solely by virtue of Mr. Vincent's or such other exexxxxxx xxxxxer's knowledge of such facts or circumstances for the purposes of the representation set forth in Schedule 2.4(c) hereto and as provided in the Registration Rights Agreement, no Person has been granted rights by the Company with respect to the registration of any capital stock of the Company under the Securities Act of 1933, as amended (the "Securities Act"this Section 5.4(b). All of the issued and outstanding shares of the Company's capital stock have been offered, issued and sold by the Company in compliance with applicable federal and state securities laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Emcon)
Authorized and Outstanding Stock. (a) The authorized capital stock of the Company immediately prior to the Closing will consist GOLD consists of 51,000,000 50,000,000 shares of capital common stock, of which par value $1.00 per share, and 50,000,000 shares are Common Stock and 1,000,000 shares are Preferred Stock.
(b) of preferred stock, no par value. As of the date hereofFebruary 17, the 2004, 39,840,142 shares of GOLD Common were issued and outstanding capital stock of the Company consists of 17,998,567 outstanding, and 4,824,575 shares of GOLD Common Stockwere held as treasury stock by GOLD, and after such date the only additional shares issued or that will be issued were or will have been so issued pursuant to those stock options and restricted stock awards described in the Disclosure Memorandum described below. As of the date hereofof this Agreement, options to purchase 1,943,859 no shares of Common Stock have been granted preferred stock of GOLD are issued and outstanding, and no previously issued and redeemed shares are unexercised under the Company's stock option plansheld in treasury. All of the such issued and outstanding shares of capital stock of the Company areGOLD Common are validly issued, and when issued in accordance with the terms hereof, the Purchased Shares will be, duly authorized and validly issued and fully paid and non-assessablenonassessable. Except as set forth above, with no personal liability attaching to the ownership thereof, and will be free and clear GOLD does not have outstanding any other shares of all Liens, claims, charges, Encumbrances, its capital stock or transfer restrictions imposed by or through the Company, except for restrictions imposed by (i) federal or state any other securities or "blue sky" laws; and (ii) this Agreementindebtedness having the right to vote on any matters on which holders of GOLD Common may vote. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class or series of capital stock of the Company are Except as set forth in the Certificate of IncorporationDisclosure Memorandum, GOLD does not have outstanding, and all such designationsis not bound by, powersany subscriptions, preferencesoptions, warrants, calls, commitments, Rights, "phantom" stock rights, qualificationsstock rights agreements, limitations and restrictions are validstock-based performance units, 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 Contracts or any 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 instrument obligating GOLD to issue or distribute to holders of deliver any additional shares of its capital stock or any evidences other securities or indebtedness having the right to vote on any matters on which holders of indebtedness GOLD Common may vote, including any right of conversion or assets exchange under any outstanding security or other instrument. There are no outstanding stock appreciation rights or other Rights that are in any way linked to the price of the Company; (iii) the Company has no obligation (contingent or otherwise) any capital stock of GOLD. There are not any outstanding contractual obligations of GOLD to purchaserepurchase, 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 GOLD Common Stock. The holders of its capital stock, relating to the acquisition, disposition or voting of the capital stock of GOLD have no preemptive rights. As of February 17, 2004, there were outstanding and unexercised options to purchase a total of 1,196,142 shares of GOLD Common. The Disclosure Memorandum lists the Company. Except as set forth in Schedule 2.4(c) hereto, no Person is entitled to (i) any preemptive right, right name of first refusal or similar right granted by the Company each optionee holding such outstanding and unexercised options and includes with respect to each optionee: (a) the issuance number of any capital stock options granted; (b) the number of such options which are vested and unvested as of February 11, 2004; (c) the exercise price; (d) identification of the Company. Except as set forth in Schedule 2.4(c) hereto and as provided in the Registration Rights Agreementplan, no Person has been granted rights by the Company with respect agreement or other document under which such options were issued to the registration optionee or by which they are governed; and (e) the number of any capital stock options of the Company under optionee that are qualified and non-qualified pursuant to the Securities Act of 1933, as amended (the "Securities Act"). All of the issued and outstanding shares of the Company's capital stock have been offered, issued and sold by the Company in compliance with applicable federal and state securities lawsCode.
Appears in 1 contract
Authorized and Outstanding Stock. (a) The Immediately prior to the consummation of the transactions to be effected at the Closing, the authorized capital stock of the Company immediately will consist of (i) 1,000 shares of its common stock, par value $.01 per share (for purposes of this Section 2.3, the “Common Stock”), of which 100 shares are issued and outstanding. 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 consummation of the date hereoftransactions contemplated hereby, 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 arewill be held beneficially and of record by the persons identified in Schedule 2.3 in the amounts indicated thereon. Schedule 2.3 sets forth the name of each holder of options and warrants for Common Stock, the number of shares for which such options and warrants are exercisable with respect to each holder, along with the applicable vesting schedule, if any, and when issued the exercise price. Except as disclosed in accordance with Schedule 2.3 and in the terms hereofTransaction Documents, the Purchased Shares will bethere are no outstanding subscriptions, duly authorized and validly issued and fully paid and non-assessableoptions, with no personal liability attaching warrants, phantom rights, commitments, agreements, arrangements or commitments of any kind for or relating to the ownership thereof, and will be free and clear of all Liens, claims, charges, Encumbrancesissuance, or transfer restrictions imposed by sale of, or through the Companyoutstanding securities convertible into or exchangeable for, 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 class 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 equity interests of the Company. Except as set forth in Schedule 2.4(c) hereto2.3, no Person is entitled to (i) any preemptive right, right of first refusal or similar right granted by the Company with respect has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or any interests therein. After giving effect to the issuance of any capital stock transactions contemplated hereby, all of the Company. Except as set forth in Schedule 2.4(c) hereto and as provided in the Registration Rights Agreement, no Person has been granted rights by the Company with respect to the registration outstanding shares of any capital stock of the Company under will have been duly and validly authorized and issued and will be fully paid and non-assessable. The offer, issuance, sale and delivery of the Shares are or will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities “Act")”) and the qualification or registration provisions of applicable state securities laws. All Neither the Company nor its authorized agents will take any action that would cause the loss of such exemption. The relative rights, preferences and other terms relating to the issued Preferred Stock are as set forth in Exhibit A attached hereto, and outstanding shares such rights and preferences are valid and enforceable under Delaware law. There are no preemptive rights, rights of first refusal, put or call rights or obligations or anti-dilution rights with respect to the issuance, sale or redemption of the Company's ’s capital stock, other than rights set forth herein or in the Certificate, the Stockholders Agreement attached as Exhibit B or the Registration Rights Agreement attached as Exhibit C. Other than the rights set forth in the Transaction Documents or in Schedule 2.3, there are no rights to have the Company’s capital stock have been offeredregistered for sale to the public pursuant to the laws of any jurisdiction, issued and sold by there are no agreements of which the Company in compliance with applicable federal and state is aware, other than the Transaction Documents, relating to the voting of the Company’s voting securities lawsor restrictions on the transfer of the Company’s capital stock.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ign Entertainment Inc)
Authorized and Outstanding Stock. (a) The Immediately prior to the consummation of the transactions to be effected at the Closing, the authorized capital stock Capital Stock of the Company immediately will consist of (i) 50,000,000 shares of its Common Stock, par value $.01 per share of which 5,650,000 shares are issued and outstanding (the “Common Stock”). 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 consummation of the date hereoftransactions contemplated hereby, 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 arewill be held beneficially and of record by the Company. Schedule 4.3 sets forth the name of each holder of options and warrants for Common Stock, the number of shares for which such options and warrants are exercisable with respect to each holder, along with the applicable vesting schedule, if any, and when issued the exercise price. Except as disclosed in accordance with the terms hereof, the Purchased Shares will be, duly authorized Schedule 4.3 and validly issued and fully paid and non-assessable, with no personal liability attaching pursuant to the ownership thereofPurchaser Documents, and will be free and clear there are no outstanding subscriptions, options, warrants, phantom rights, commitments, agreements, arrangements or commitments of all Liens, claims, charges, Encumbrancesany kind for or relating to the issuance, or transfer restrictions imposed by sale of, or through the Companyoutstanding securities convertible into or exchangeable for, 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 Common 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 class 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 equity interests of the Company. Except as set forth in Schedule 2.4(c4.3, the Company has no obligation to purchase, redeem, or otherwise acquire any of its Common Stock or any interests therein. After giving effect to the transactions contemplated hereby, all of the outstanding shares of Common Stock of the Company will have been duly and validly authorized and issued and will be fully paid and non-assessable. The offer, issuance, sale and delivery of the Notes and Warrants (and the shares of Common Stock issuable upon conversion or exercise thereon) are or will be, as applicable, exempt from the registration requirements of the Securities Act, as amended and the qualification or registration provisions of applicable state securities laws. Neither the Company nor its authorized agents will take any action that would cause the loss of such exemption. The relative rights, preferences and other terms relating to the Common Stock are as set forth in the Articles attached as Exhibit F hereto, and such rights and preferences are valid and enforceable under Kansas law. There are no Person is entitled to (i) any preemptive rightrights, right rights of first refusal refusal, put or similar right granted by the Company call rights or obligations or anti-dilution rights with respect to the issuance of any capital stock issuance, sale or redemption of the Company’s Common Stock, other than rights set forth herein or in the Articles of Incorporation. Except as Other than the rights set forth in the Purchaser Documents or in Schedule 2.4(c) hereto 4.3, there are no rights to have the Company’s Common Stock registered for sale to the public pursuant to the laws of any jurisdiction, and as provided in the Registration Rights Agreement, there are no Person has been granted rights by agreements of which the Company with respect is aware, other than the Purchaser Documents, relating to the registration of any capital stock of the Company under the Securities Act of 1933, as amended (the "Securities Act"). All of the issued and outstanding shares voting of the Company's capital stock ’s Common Stock or restrictions on the transfer of the Company’s Common Stock. The Company will at all times have been offeredauthorized, issued and sold by reserve and keep available, free from pre-emptive rights, shares of Common Stock for the Company in compliance with applicable federal and state securities lawspurpose of enabling it to satisfy any obligation to issue Common Stock upon any exercise of the Warrants.
Appears in 1 contract
Authorized and Outstanding Stock. (a) The authorized capital stock of the Company immediately prior to the Closing will consist consists of 51,000,000 120,000,000 shares of capital stock, of which 50,000,000 shares are the Common Stock and 1,000,000 20,000,000 shares are of Preferred Stock, par value $0.001 per share (the “Preferred Stock”).
(b) As of the date hereofFebruary 17, 2017, the issued and outstanding capital stock of the Company consists of 17,998,567 57,216,361 shares of the Common Stock. As of the date hereof, options to purchase 1,943,859 There are no outstanding shares of Common Stock have been granted and are unexercised under the Company's stock option plansPreferred Stock. All of the issued and outstanding shares of capital stock of the Company are, are duly and when issued in accordance with the terms hereof, the Purchased Shares will be, duly validly authorized and are validly issued and issued, 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, with respect to options or other equity awards pursuant to the Stock Plans: (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding; (ii) the Company has there is no obligation (contingent or otherwise) to issue any subscriptionoption, warrant, call, right, commitment or agreement of any character to which the Company is a party or by which the Company is bound or obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such option, convertible security warrant, call, right, commitment or other such right agreement 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 thereofof its capital stock; and (iv) there are no agreements, written or oral, agreements 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 for this Agreement and the Company has not entered into any agreement with any Purchaser in connection with the offer or sale of the Common Stock other than this Agreement. Except as set forth in Schedule 2.4(c) hereto, no No Person is entitled to (i) any preemptive right, right or right of first refusal or similar right granted by the Company with respect to the issuance of any capital stock of the Company. Except as set forth in Schedule 2.4(c) hereto Company and as provided in the Registration Rights Agreement, no Person has been granted rights by the Company with respect to the registration of any capital stock issuance of the Company under the Securities Act of 1933, as amended (the "Securities Act"). All of the issued and outstanding shares of the Company's capital stock have Shares issuable hereunder will not trigger any anti-dilution or similar right that has not been offered, issued and sold by the Company in compliance with applicable federal and state securities lawsproperly waived.
Appears in 1 contract
