Capital Stock of the Parent Sample Clauses

Capital Stock of the Parent. Immediately prior to the Effective Time, the Parent shall have an aggregate of eight million (8,000,000) shares of Parent Common Stock issued and outstanding and two million (2,000,000) shares of Series A preferred stock, no par value, of the Parent (the "Series A Preferred Stock") issued and outstanding. The Articles of Amendment to the Articles of Incorporation of the Parent Designation of Powers, Preferences and Rights of Series A Preferred Stock is attached hereto as EXHIBIT 2.02.
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Capital Stock of the Parent. Immediately prior to the Effective Time, the Parent shall have issued and outstanding an aggregate of 4,875,020 shares of Parent Common Stock, including 3,000,000 shares of Common Stock sold by the Parent at a price of not less than $1.25 per share pursuant to a Rule 506 Offering (the "Rule 506 Offering") under the Securities Act of 1933, as amended (the "Act").
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Capital Stock of the Parent. The capital stock of Parent consists of ordinary shares, no par value per share. As of the date hereof, (i) 57,027,740 Parent Shares were issued and outstanding, (ii) no Parent Shares were held by the Parent in its treasury, (iii) 22,158,526 unissued Parent Shares were reserved for issuance pursuant to outstanding listed options over fully paid ordinary shares, and (iv) 1,1740,000 unissued Parent Shares were reserved for issuance pursuant to outstanding unlisted options over fully paid ordinary shares pursuant to Parent’s Employee Share Option Plan.. All outstanding Parent Shares have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in Section 4.06 of the Parent Disclosure Letter, there are no outstanding (i) shares of capital stock or voting securities of the Parent, (ii) securities of the Parent (including debt securities) convertible into or exchangeable for shares of capital stock or voting securities of the Parent, or (iii) options or other rights to acquire from the Parent, and there is no obligation of the Parent to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Parent.
Sample 1
Capital Stock of the Parent. The authorized capital stock of the Parent consists of the following: (a) The authorized capital stock of the Parent consists of (i) 150,000,000 shares of Parent Common Stock of which 41,419,934 shares are issued and outstanding, and (ii) 15,000,000 shares of preferred stock, none of which are outstanding. The Parent holds no stock in treasury. (b) The Parent has reserved an aggregate of 9,250,000 shares of Parent Common Stock for issuance to officers, directors, employees and consultants of the Parent pursuant to the Mateon Therapeutics, Inc. 2005 Stock Plan (the “2005 Plan”), the Mateon Therapeutics, Inc. 2015 Equity Incentive Plan (the “2015 Plan”), and the Mateon Therapeutics, Inc. 2017 Equity Incentive Plan (the “2017 Plan” and together with the 2005 Plan and the 2015 Plan, the “Parent Stock Plans”). The Parent Stock Plans have each been duly adopted by the Parent’s Board of Directors; only the 2005 Plan and the 2015 Plan have been approved by the Parent’s stockholders. Of such reserved shares of Parent Common Stock, no shares have been issued pursuant to restricted stock purchase agreements, options to purchase 6,785,617 shares of Parent Common Stock have been granted and are currently outstanding, and 2,464,383 shares of Parent Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Parent Stock Plans. Complete and accurate copies of the Parent Stock Plans and forms of agreements thereunder are available on the SEC’s XXXXX database as part of the Parent SEC Reports. All options issued pursuant to the Parent Stock Plans (including any options issued in replacement of previously issued options) were issued at exercise prices that were not less than the fair market value of the Parent Common Stock on the date of grant, and otherwise in compliance with Rule 409A of the Code. (c) The Parent has reserved 22,216,209 shares of Parent Common Stock for issuance pursuant to outstanding warrants. Complete and accurate copies of the forms of warrants are available on the SEC’s XXXXX database as part of the Parent SEC Reports. (d) All of the shares of Parent Common Stock outstanding are, and all shares that have been and may be issued pursuant to the Stock Plan or outstanding warrants will be, when issued in accordance with the terms thereof, duly authorized and validly issued, fully paid and non-assessable and free of preemptive rights. All stock options, restricted stock units, or other stock rights granted u...
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Capital Stock of the Parent. 5.04.1 The authorized capital stock of the Parent consists solely of 100,000,000 common shares, $.0001 par value per share ("Parent Common Shares") and 20,000,000 preferred shares which may be issued in classes or series at the discretion of the Board of Directors of the Parent (the "Preferred Shares") of which 5,000,000 Parent Common Shares and nil Preferred Shares are issued and outstanding on the date hereof. The Parent further warrants that it will cause all but 150,000 of the Parent Common Shares to be canceled on or before the Closing Date. 5.04.2 There are not outstanding (i) any options, warrants, rights of first refusal or other rights to purchase any shares of the Parent, (ii) any securities convertible into or exchangeable for such shares or (iii) any other commitments of any kind for the issuance of additional shares of the Parent or options, warrants or other securities of the Parent.
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Capital Stock of the Parent. The authorized capital stock of the Parent consists of 19,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share. Upon consummation of the transactions contemplated by this Agreement and the surrender of the certificates representing the shares of Merging Corporation Common Stock in accordance with Section 1.08 below, the Sellers will acquire the shares of Parent Common Stock free and clear of all encumbrances and the shares of Parent Common Stock will be fully paid and nonassessable.
Sample 1
Capital Stock of the Parent. 5.04.1 The authorized capital stock of the Parent consists solely of those common shares disclosed to be issued in its last financial statements. 5.04.2 Other than as may be disclosed in its last financial statements, there are not outstanding (i) any options, warrants, rights of first refusal or other rights to purchase any shares of the Parent from treasury, (ii) any securities convertible into or exchangeable for such shares or (iii) any other commitments of any kind for the issuance of additional shares of the Parent or options, warrants or other securities of the Parent which materially vary from those disclosed in the financial statements of the Parent most recently made public.
Sample 1
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Capital Stock of the Parent. (a) The authorized capital stock of Parent consists of (i) 50,000,000 shares of Common Stock, par value $0.001 per share, of which 557,884 (following the cancellation of 1,768,785 and issuance of 500,000 shares of Parent Common Stock pursuant to the Indemnity Agreement executed simultaneously herewith) are issued and outstanding as of the date hereof; (ii) no shares of Preferred Stock; and (ii) no shares of capital stock of Parent in treasury. Each share of the issued and outstanding Parent Common Stock is duly authorized, validly issued, fully paid and nonassessable. Section 4.4(a) of the Parent Disclosure Schedule sets forth a complete and accurate list specifying the number of shares of Parent Common Stock held by each Parent stockholder. (b) The authorized stock of Acquisition Co. consists of (i) 1,000 shares of Common Stock, par value $0.001 per share ("Acquisition Co. Common Stock"), of which 1,000 are issued and outstanding as of the date hereof; (ii) no shares of Preferred Stock; and (iii) no shares of capital stock in treasury. Each share of the issued and outstanding Acquisition Co. Common Stock is duly authorized validly issued, fully paid and nonassessable. Section 4.4(b) of the Parent Disclosure Schedule sets forth a complete and accurate list specifying the number of shares of Acquisition Co. Common Stock held by each Acquisition Co. stockholder. (c) There are no subscriptions, options, warrants, calls, commitments and other rights of any kind for the purchase or acquisition of, and any securities convertible or exchangeable for, any capital stock of Parent or Acquisition Co. (d) There are no agreements to which the Parent, Acquisition Co., Parent stockholders or Acquisition stockholders are parties or by which they are bound with respect to the voting (including voting trusts or proxies), registration under the Securities Act, or sale or transfer (including agreements relating to preemptive rights, rights of first refusal, cosale rights or "dragalong" rights) of any securities of Parent or Acquisition Co., as the case may be.
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Related to Capital Stock of the Parent

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Capital Stock The authorized capital stock of the Company consists solely of 50,000,000 shares of common stock, par value $0.01 per share ("Company Common Stock"), and 25,000,000 shares of preferred stock, par value $0.01 per share ("Company Preferred Stock"). As of July 10, 2002, 15,316,062 shares (including restricted stock issued to employees of the Company but which shares have not been issued in certificated form) of Company Common Stock were issued and outstanding; no shares were held in the treasury of the Company. Since such date, there has been no change in the number of issued and outstanding shares of Company Common Stock or shares of Company Common Stock held in treasury and 413,398 and 775,644 shares were reserved for issuance under the Company's 1993 Stock Option Plan and Parallel Non-Qualified Savings Plan, respectively. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance (including the shares of New Preferred Stock issuable in the Offer and the shares of Company Common Stock issuable on conversion thereof) will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement and the Company Rights Agreement, and except as disclosed in the Disclosure Schedule (as defined in Section 8.11), there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of the Company or to grant, extend or enter into any Option with respect thereto or "phantom" stock rights or otherwise provide any payment or compensation based on "phantom" stock or measured by the value of the Company's stock, assets, revenues or other similar measure.

  • Capital Stock of Merger Sub Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Stock of Subsidiaries Permit any of its Subsidiaries to issue any additional shares of its capital stock except director's qualifying shares.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

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