Buyer Capital Structure. (a) The authorized capital stock of Buyer consists of (i) 120,000,000 shares of Common Stock, $.01 par value ("Buyer Common Stock"), (ii) 1,700,000 shares of Preferred Stock, $.01 par value, of which 750,000 shares have been designated as Series A Convertible Participating Preferred Stock ("Series A Preferred Stock") and (iii) one share of special voting stock, $1.00 par value per share (the "Special Voting Share"). The stockholders of Buyer have approved an increase in the authorized Buyer Common Stock to 200,000,000 shares. The Special Voting Share entitles the holder thereof, which is a Subsidiary of Buyer, to vote, together with the holders of Buyer Common Stock, on all matters submitted for the vote of the holders of Buyer Common Stock. The number of votes represented by the Special Voting Share is equal to the number of shares of such Subsidiary outstanding which are exchangeable into shares of Buyer Common Stock ("Exchangeable Shares"). As of June 15, 1998, there were outstanding 59,109,756 shares of Buyer Common Stock, 750,000 shares of Series A Preferred Stock (currently convertible into 15,000,000 shares of Common stock), 12,510,457 Exchangeable Shares (including 8,687,500 Exchangeable Shares subject to outstanding warrants) and $200,955,000 principal amount of 5 1/2% Senior Convertible Notes due 2000 (convertible into approximately 3,791,600 shares of Common Stock). The Buyer Disclosure Schedule shows the number of shares of Buyer Common Stock reserved for future issuance pursuant to stock options granted and outstanding as of April 30, 1998, and the plans under which such options were granted (collectively, the "Buyer Stock Plans"). No material change in such capitalization has occurred between June 15, 1998 and the date of this Agreement. All shares of Buyer Common Stock subject to issuance as specified above are duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Buyer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or the capital stock of any Subsidiary or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of Subsidiaries entered into in the ordinary course of bu...
Buyer Capital Structure. (a) Schedule 5.2(a) sets forth the capitalization of Buyer as of the date hereof, including the number of shares held by each such holder thereof and including the vesting schedule or such shares, if applicable. The authorized capital stock of Buyer consists of [***] shares of common stock, $0.0001 par value per share (the “Buyer Common Stock”), of which [***] shares are issued and outstanding on the date hereof and [***] shares of preferred stock, $0.0001 par value per share (the “Buyer Preferred Stock” and together with the Buyer Common Stock, the “Buyer Capital Stock”), of which [***] shares are issued and outstanding on the date hereof. Buyer has not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Buyer Capital Stock or options or warrants to purchase Buyer Capital Stock, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). There are no declared or accrued but unpaid dividends with respect to any shares of Buyer Capital Stock. Buyer has no capital stock other than the Buyer Capital Stock authorized, issued or outstanding.
(b) Buyer has reserved [***] shares of Buyer Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2018 Stock Incentive Plan duly adopted by the Board of Directors of the Company and approved by the Company stockholders (the “Buyer Stock Plan”). Of such reserved shares of Buyer Common Stock, [***] shares have been issued pursuant to restricted stock purchase agreements, options to purchase [***] shares have been granted and are currently outstanding, and [***]shares of Buyer Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Buyer Stock Plan. There are no other options, warrants, calls, rights, convertible securities, commitments or agreements of any character, whether written or oral, to which Buyer is a party or by which Buyer is bound obligating Buyer to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Buyer Common Stock or obligating Buyer to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstandi...
Buyer Capital Structure. The authorized capital stock of Buyer consists of 450,000,000 shares of common stock, no par value of which 1 share of common stock are issued and outstanding as of the date of this Agreement and 50,000,000 shares of preferred stock are authorized, no par value of which none are issued and outstanding as of the date of this Agreement, however by the Closing of this Agreement it is expected that 15,000,000 shares of Series A Preferred Stock will be issued and outstanding, with a further 5,625,000 of Series A Preferred Stock reserved for future issuance. In addition, by the time of the Closing of this Agreement, Buyer expects to have 3,000,000 Common Shares issued and outstanding under warrant agreements, and expects to further issue 3,397,500 Common Shares concurrent to the Closing of this Agreement, along with reserving 7,500,000 shares of its common shares for issuance under an equity incentive plan for future employees of the Seller. There are no other securities, options, warrants, or other rights to purchase any securities of Buyer outstanding at the date of this Agreement or at the Closing. All outstanding securities of Buyer are duly and validly issued, fully paid and non-assessable.
Buyer Capital Structure. (1) The authorized capital stock of Buyer consists of 30,000,000 shares of Buyer Common Stock and 2,000,000 shares Preferred Stock, par value $10.00 per share, issuable in one or more series at such time or times, and for such consideration or considerations as the board of directors of Buyer may determine ("Buyer Preferred Stock"). As of the date of this Agreement, (i) 8,136,618 shares of Buyer Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (ii) no shares of Buyer Preferred Stock are issued and outstanding. There are no obligations, contingent or otherwise, of Buyer to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or make any investment (in the form of a loan, capital contribution or otherwise) in any corporation, partnership, limited liability company, joint venture, or other organization.
(2) Except as set forth in this Section 4.2, there are no equity securities of any class of Buyer, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in this Section 4.2, and except with respect to stock options issued pursuant to Buyer's stock incentive plans, descriptions of which are set forth in the SEC Filings (as defined in Section 4.5 below), there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which Buyer is a party or by which it is bound obligating Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Buyer or obligating Buyer to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement.
Buyer Capital Structure. (a) The authorized capital stock of Buyer consists of fifty million (50,000,000) shares of Buyer Common Stock and two million (2,000,000) shares of preferred stock, $0.001 par value ("Buyer Preferred Stock"). As of August 4, 1997: (i) 24,327,681 shares of Buyer Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable; (ii) no shares of Buyer Common Stock were held in the treasury of Buyer or by Subsidiaries of Buyer; (iii) approximately 4,048,424 shares of Buyer Common Stock were reserved for future issuance pursuant to stock options granted and outstanding under Buyer's stock option plans (the "Buyer Option Plans") and rights outstanding under Buyer's employee stock purchase plan (the "Buyer Purchase Plan"). As of the date of this Agreement, none of the shares of Buyer Preferred Stock are issued and outstanding. The authorized capital stock of Sub consists of one thousand (1,000) shares of common stock, par value $.001 per share ("Sub Common Stock"), of which one hundred (100) shares are or will be issued and outstanding as of the Closing Date. All of the outstanding shares of capital stock of Sub are duly authorized, validly issued, fully paid and nonassessable, and all such shares are owned by Buyer free and clear of all security interests, liens, claims, pledges, agreements, limitations on Buyer's voting rights, charges or other encumbrances of any nature.
(b) Except as set forth in Section 4.2(a) or as reserved for future grants of options under the Buyer Option Plans or the Buyer Purchase Plan, there are no equity securities of any class of Buyer, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in this Section 4.2, there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which Buyer is a party or by which it is bound obligating Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Buyer or obligating Buyer to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. To the best knowledge of Buyer, there are no voting trusts, proxies or other agreements or understandings with respect to the shares of capital stock of Buyer.
(c) The shares of Buyer Common Stock to be issued pursuant to the Merger, when issue...
Buyer Capital Structure. The authorized capital stock of Buyer ----------------------- consists of 40,000,000 shares of Common Stock, no par value. At the close of business on May 31, 1997, (i) 16,815,482 shares of Buyer's Common Stock were issued and outstanding; (ii) 4,936,776 shares of Buyer's Common Stock were reserved for issuance upon exercise of options (the "Buyer Options") under Buyer's various Stock Option Plans and 1994 Director Stock Option Plan, of which options to purchase 3,045,330 shares were outstanding; (iii) 1,200,000 shares of Buyer's Common Stock were reserved for issuance under Buyer's 1993 Employee Stock Purchase Plan (the "ESPP"), of which 536,685 shares have been issued; and (iv) 450,000 shares of Buyer's Common Stock were reserved for issuance under options granted and outstanding but not subject to a specific stock purchase or stock option plan. Except as set forth in this Section 4.3 and except as contemplated by this Agreement, there are no existing agreements, options, warrants, fights, calls or commitments of any character providing for the issuance of any additional shares of Buyer's Common Stock and there are no outstanding securities or other instruments convertible into or exchangeable for shares of Buyer's Common Stock and no commitments to issue such securities or instruments.
Buyer Capital Structure. (a) After the filing of the Buyer Amended and Restated Articles of Incorporation (as defined in Section7.01(b)) with the Secretary of State of the State of Nevada, the authorized capital stock of Buyer shall consist of 350,000,000 shares of Buyer Common Stock, $.001 par value and 50,000,000 shares of Preferred Stock, $.001 par value ("Buyer Preferred Stock"). As of May 31, 2005, (i) 182,794,325 shares of Buyer Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (ii) no shares of Buyer Common Stock were held in the treasury of Buyer or by Subsidiaries of Buyer.
Buyer Capital Structure. (a) The authorized capital of the Company consists of 121,000,000 shares. 71,400,000 of the shares are designated as Common Stock, $0.0025 par value, of which 4,410,394 shares are issued and outstanding. 49,600,000 of the shares are designated as Preferred Stock, $0.0025 par value, 2,000,000 of the shares are designated as Series A Preferred Stock, of which 1,425,000 shares are issued and outstanding, 8,000,000 of the shares are designated as Series B Preferred Stock, of which 7,246,376 shares are issued and outstanding, 7,000,000 of the shares are designated as Series C Preferred Stock, of which 6,794,528 shares are issued and outstanding, 4,100,000 of the shares are designated as Series D Preferred Stock, of which 4,016,064 shares are issued and outstanding, 19,000,000 of the shares are designated as Series E Preferred Stock, of which 10,061,185 shares of which are issued and outstanding, 4,000,000 of the shares are designated as Series F Preferred Stock, of which 3,076,053 are issued and outstanding (assuming the sale and issuance of 922,816 shares between December 1, 1999 and the Effective Time) and 5,500,000 of the shares are designated as Series G Preferred Stock, of which no shares are issued and outstanding. All outstanding shares of Buyer are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Buyer or any agreement to which the Buyer is a party or by which it is bound. The Buyer Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable and will have the rights, preferences and privileges described in the Certificate of Incorporation of Buyer. The Buyer Shares will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders thereof through no action of the Buyer; provided, however, that the Buyer Shares will be subject to restrictions on transfer under state and/or federal securities laws. The Buyer Shares are not subject to any preemptive rights, rights of first refusal, Stockholder agreement or voting agreement. The Buyer has reserved 810,164 shares of Common Stock for issuance to employees and consultants pursuant to its 1992 Omnibus Equity Incentive Plan ("1992 PLAN"), of which 21,344 shares are subject to outstanding , unexercised options, and none of which remain available for grant. The Buyer also has...
Buyer Capital Structure. (a) The authorized capital stock of Buyer consists of (i) 17,000,000 shares of Common Stock, par value $.01 per share ("Buyer Common Stock"), (ii) 60,000 shares of Series A Convertible Preferred Stock, par value $.01 per share ("Buyer Series A Preferred"), (iii) 50,000 shares of Series B Convertible Preferred Stock, par value $.01 per share ("Buyer Series B Preferred"), (iv) 9,000 shares of Series C Convertible Preferred Stock, par value $.01 per share ("Buyer Series C Preferred"), (v) 50,000 shares of Series D Convertible Preferred Stock, par value $.01 per share ("Buyer Series D Preferred"). It is intended that prior to the Effective Time, Buyer will file the amendment and restatement to its Certificate of Incorporation referred to in Section 1.03 (ii) hereof, creating authorized capital of 320,000 shares of Series 1 Convertible Preferred Stock, par value $.01 per share ("Buyer Series 1 Preferred Stock"). As of June 30, 1999, there were 7,254,053 shares of Buyer Common Stock, 9,000 shares of Buyer Series C Preferred and 50,000 shares of Buyer Series D Preferred issued and outstanding, all of which issued and outstanding shares are validly issued, fully paid and nonassessable, and (ii) no shares of currently issued Common Stock of Buyer, Buyer Series A Preferred, Buyer Series B Preferred, Buyer Series C Preferred and Buyer Series D Preferred were held in the treasury of Buyer. Buyer Series A Preferred, Buyer Series B Preferred, Buyer Series C Preferred, Buyer Series D Preferred and Buyer Series 1 Preferred Stock are sometimes hereinafter collectively referred to as "Buyer Preferred Stock Series". Schedule 4.02 shows the ownership of the Buyer Common Stock and Buyer Preferred Stock Series by officers, directors and all shareholders who own more than five percent (5%) of the outstanding stock of the Seller. 832,837 shares of Buyer Common Stock are reserved for future issuance pursuant to stock options granted and outstanding as of June 30, 1999 under Buyer's 1995 Stock Incentive Plan (the "Buyer Stock Plan"), 1,375,000 shares of Buyer Common Stock are reserved for future issuance under warrants granted and outstanding as of June 30, 1999 ("Buyer Warrants") and 2,950,000 shares of Buyer Common Stock are reserved for future issuance upon conversion of outstanding shares of Buyer Series C Preferred and Buyer Series D Preferred. No material change in such capitalization has occurred between June 30, 1999 and the date of this Agreement. All shares of Buyer Commo...
Buyer Capital Structure. 9 3.3 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10 3.4 Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10 3.5
