Capitalization and Title to Shares Sample Clauses

Capitalization and Title to Shares. (a) The authorized capital stock of the Company consists of (i) 450,000,000 shares of Company Common Stock, and (ii) 50,000 shares of undesignated preferred stock, par value $0.000001 per share (“Company Preferred Stock”). As of February 29, 2008, (A) 137,561,227 shares of Company Common Stock were issued and outstanding (which amount includes outstanding shares issued under Company Restricted Share Awards), (B) no shares of Company Preferred Stock were issued an outstanding and (C) no shares are issued and held in the treasury of the Company. All of the issued and outstanding shares of Company’s Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Prior to the Effective Time, up to 50,000 shares of Company Series A Preferred Stock will be issued and outstanding and such shares will be duly authorized, validly issued, fully paid and nonassessable. (b) The Company has reserved 27,000,000 shares of Company Common Stock for issuance pursuant to all Company Options. As of February 29, 2008, Company Options to purchase 8,233,635 shares of Company Common Stock were outstanding. Section 2.3(b) of the Company Disclosure Schedule sets forth with respect to each Company Option outstanding as of February 29, 2008, (i) the number of shares of Company Common Stock issuable therefor and (ii) the purchase price payable therefor upon the exercise of each such Company Option. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(b) have been furnished previously or otherwise made available to Parent. (c) The Company has reserved 27,000,000 shares of Company Common Stock for issuance pursuant to all shares of Company Common Stock subject to restricted stock awards granted under the Company Stock Plan or otherwise (including (i) any “Bonus Restricted Shares” issued pursuant to that certain Employment Agreement, dated June 8, 2007, by and between the Company and Xxxxx X. XxXxxxx; (ii) any Company Non-accelerated Restricted Stock Awards; and (iii) any Company Accelerated Restricted Stock) (collectively, "Company Restricted Stock Awards"). As of February 29, 2008, 17,108,500 shares of Company Common Stock were subject to Company Restricted Stock Awards. Section 2.3(c) of the Company Disclosure Schedule sets forth each Restricted Stock Award outstanding as of February 29, 2008, and the number of shares of Company Common Stock subject to the award. The Company has reserv...

Capitalization and Title to Shares. (a) The authorized share capital of the Companies is set forth on Exhibit A hereto. With respect to each Company, the Seller set forth opposite the name of such Company on Exhibit A is the record and beneficial owner of all of the issued and outstanding shares of such Company. All of the Shares are duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights. (b) Except as set forth on Exhibit A, there are not any other shares of capital stock of any Company authorized or outstanding or any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, or other agreements or commitments obligating any Company to issue, transfer, sell, repurchase or redeem any shares of its capital stock or other securities of any Company. There are no written shareholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of any Company. The books and records of each Company, including without limitation the books of account, minute books, stock certificate books and stock ledgers, are complete and correct and accurately reflect the conduct of the business and affairs of such Company.

Capitalization and Title to Shares. (a) The authorized equity securities of the Company consist of 12,000,000 shares of common stock, par value $0.001 per share, and 2,000,000 shares of preferred stock, par value $0.001 per share all of which have been designated as Series A Preferred Stock, of which 8,000,000 shares of common stock and 1,750,000 shares of Series A Preferred Stock are issued and outstanding and constitute the Shares. Sellers are, and will be on the Closing Date, the record owners and holders of the Shares. No legend or other reference to any purported Encumbrance appears upon any certificate representing equity securities of the Company other than restrictions under applicable securities laws. All of the outstanding equity securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. Other than the Sellers’ Closing Documents, there are no Contracts relating to the issuance, sale, or transfer of any equity securities or other securities of the Company. None of the outstanding equity securities or other securities of the Company was issued in violation of the Securities Act or any other Legal Requirement. The Company owns, or has any Contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business. (b) As to each Seller, such Seller is, and will be on the Closing Date, the record and beneficial owner and holder of the number of Shares listed next to such Seller’s name in Section 3.3 of the Sellers’ Disclosure Schedule, free and clear of all Encumbrances, except for any restrictions existing under applicable securities laws and the restrictions imposed in this Agreement. (c) The Company has no Subsidiaries.

Capitalization and Title to Shares. (a) The authorized capital stock of Company consists of (i) 9,990,000 shares of Common Stock and (ii) 10,000 shares of preferred stock. As of the date hereof, (A) 5,634,458.7076 shares of Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (B) no shares of Company Common Stock were held by Company in its treasury, and (C) 369,750 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Option Plans, of which 283,117 shares of Common Stock were subject to outstanding and unexercised Company Options. As of the date hereof, no shares of preferred stock of Company were issued and outstanding and no shares of such preferred stock were held in the treasury of Company. (b) Except as set forth in clause (a) above or in Section 3.2(b) of the Disclosure Schedules, as of the date hereof, there are no Stock Rights issued or authorized by Company or any Company Subsidiary relating to the issued or unissued capital stock or equity interest of Company or any Company Subsidiary or obligating Company or any Company Subsidiary to issue or sell any shares of capital stock of, or Stock Rights in Company or any Company Subsidiary. There are no outstanding contractual obligations of Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock or equity interest of Company (including any Shares of Common Stock) or any Company Subsidiary or any Stock Rights or to pay any dividend or make any other distribution in respect thereof or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person. (c) Company Subsidiaries constitute all of the Subsidiaries of Company in existence as of the date hereof. Except as set forth in Section 3.2(c) of the Disclosure Schedules, all of the membership interests of Company Subsidiaries are owned directly or indirectly by Company, free and clear of all Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws and the applicable limited liability company agreement or operating agreement of such Company Subsidiary. As of the date of this Agreement, neither Company nor any of Company Subsidiaries directly or indirectly owns or has any right or obligation to subscribe for or otherw...

Capitalization and Title to Shares. (a) The authorized capital stock of Parent consists of (i) 75,000,000 shares of Parent Common Stock and (ii) 5,000,000 shares of preferred stock, par value $0.0001 per share (“Parent Preferred Stock”), of which 700,000 shares are currently designated Series A-10 Preferred Stock. As of May 9, 2008, (A) 42,343,326 shares of Parent Common Stock were issued and outstanding and (B) 74,841 shares of Series A-10 Preferred Stock, convertible into 748,410 shares of Parent Common Stock, were issued and outstanding. All of the issued and outstanding shares of Parent’s Common Stock and Parent’s Preferred Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. (b) The Parent has reserved 14,646,528 shares of Parent Common Stock for issuance pursuant to all of the options to purchase Parent Common Stock issued or issuable pursuant to Parent's stock option and similar plans (the "Parent Options"). As of March 31, 2008, Parent Options to purchase 11,806,528 shares of Parent Common Stock were outstanding. Section 3.3(b) of the Parent Disclosure Schedule sets forth with respect to each Parent Option outstanding as of March 31, 2008, (i) the number of shares of Parent Common Stock issuable therefor and (ii) the purchase price payable therefor upon the exercise of each such Parent Option. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 3.3(b) have been furnished previously to Company. Except as indicated in Section 3.3(b) of the Parent Disclosure Schedule, Parent is not obligated to accelerate the vesting of any Parent Options as a result of the Merger. (c) As of March 31, 2008, warrants to purchase 2,857,535 shares of Parent Common Stock were outstanding (“Parent Warrants”). Section 3.3(c) of the Parent Disclosure Schedule includes a true and complete list of all outstanding Parent Warrants. (d) Except for (i) shares indicated as issued and outstanding on March 31, 2008 in Section 3.3(a), and (ii) shares issued after March 31, 2008, upon (A) the exercise of outstanding Parent Options listed in Section 3.3(b) of the Parent Disclosure Schedule; (B) the exercise of outstanding Parent Warrants listed in Section 3.3(c) of the Parent Disclosure Schedule; or (C) the exercise of other outstanding convertible securities or other agreement to issue Parent Common Stock listed on Section 3.3(e) of the Parent Disclosure Schedule, there are not as of the date hereof, and at the Effective...

Capitalization and Title to Shares. 3.3.1 Seller is authorized to issue Twenty-five Million (25,000,000) shares of Seller Common Stock and Five Million (5,000,000) shares of preferred stock, of which 7,620,000 shares of Seller Common Stock and no shares of preferred stock are issued and outstanding. Such shares are owned of record by the persons and in the amounts set forth on Section 3.3.1 of the Seller Disclosure Schedule. No other class of capital stock of Seller is authorized or outstanding. All of the issued and outstanding shares of Seller's capital stock are duly authorized and are validly issued, fully paid, nonassessable and free of pre-emptive rights. None of the issued and outstanding shares of Seller have been issued in violation of any federal or state law or any preemptive rights or rights to subscribe for or purchase securities. 3.3.2 Section 3.3.2 of the Seller Disclosure Schedule includes a true and complete list of all outstanding rights, subscriptions, warrants, calls, preemptive rights, options or other agreements of any kind to purchase or otherwise receive from Seller any shares of the capital stock or any other security of Seller, and all outstanding securities of any kind convertible into or exchangeable for such securities (all such rights, subscriptions, warrants, calls, options, agreements and convertible securities, collectively, "Warrants and Options"). True and complete copies of all instruments (or the form of such instruments) referred to in this Section 3.3.2 have been previously furnished to BEA. There are no stockholder agreements, voting trusts, proxies or other agreements or understandings with respect to the outstanding shares of capital stock of Seller to which Seller is a party. Except for the options and warrants listed on Section 3.3.2 of the Seller Disclosure Schedule under the heading "Options to be Converted at Closing" ("Employee Options"), all outstanding unexercised Warrants and Options shall terminate at the Effective Time. 3.3.3 Seller does not own beneficially any shares of capital stock of BEA.

Capitalization and Title to Shares. 3.3.1 The Company is authorized to issue 5,000,000 shares of Company Common Stock, without par value, of which 5,000,000 shares are issued and outstanding. Such shares are owned of record as follows: Kxx Xxxxxx, 4,000,000 shares; Dxxxx Xxxxx, 500,000 shares; and Exxxxxx Xxxxx, 500,000 shares. No other class of capital stock of the Company is authorized or outstanding. The Company Shareholders are the sole shareholders of the Company. All of the issued and outstanding shares of the Company’s capital stock are duly authorized and are validly issued, fully paid, nonassessable and free of pre-emptive rights. None of the issued and outstanding shares of the Company have been issued in violation of any federal or state law or any preemptive rights or rights to subscribe for or purchase securities. 3.3.2 Except as set forth on Schedule 3.3 hereto, the Company has no outstanding rights, subscriptions, warrants, convertible debt instruments, calls, preemptive rights, options or other agreements of any kind to purchase or otherwise receive from the Company any shares of the capital stock or any other security of the Company, and or any outstanding securities of any kind convertible into or exchangeable for such securities; and more specifically, there are no issued and outstanding options for the purchase of Company capital stock. There are no shareholder agreements, voting trusts, proxies or other agreements or understandings with respect to the outstanding shares of capital stock of the Company to which the Company or any Company Shareholder is a party.

Capitalization and Title to Shares. The authorized capital stock of IMSAMET consists of 5,000 shares of Common Stock, par value $1.00 per share, of which 1,000 shares (the "Shares") are issued and outstanding and held by Seller, and are the only issued and outstanding shares of capital stock of IMSAMET. All of the Shares have been duly authorized and are validly issued, fully paid and nonassessable, and no personal liability attaches to the ownership thereof. Seller is the lawful record and beneficial owner of the Shares, all of which will at Closing be free and clear of all Liens. Except as imposed under Permitted Liens described in clause (vii) of the definition thereof in Article I, Seller has all requisite right, title, power and authority to sell, assign, transfer and deliver the Shares to Purchaser. Except as provided in any of the Contracts listed in SCHEDULE 3.01(l), there are no: (A) proxies, voting trusts or other agreements or understandings with respect to the voting of any of the shares of capital stock or other equity interests of the Companies or SALTS (except as imposed under Permitted Liens described in clause (vii) of the definition thereof in Article I); (B) securities convertible into or exchangeable for any shares of capital stock or other equity interests of the Companies or SALTS; (C) options, warrants or other rights to purchase or subscribe for any shares of capital stock or other equity interests of the Companies or SALTS or for securities convertible into or exchangeable for any shares of capital stock or other equity interests of the Companies or SALTS; (D) plans, agreements or commitments of any kind or description relating to the issuance or purchase of any shares of capital stock or other equity interests of the Companies or SALTS, any such convertible or exchangeable securities or any such options, warrants or other rights; or (E) agreements or commitments of any kind or description which may obligate any of the Companies or SALTS to issue or purchase or otherwise acquire any of its securities.

Capitalization and Title to Shares. (a) Before giving effect to the Contemplated Transactions and the Financing, the authorized capital stock of ViaCell consists of (i) 80,000,000 shares of ViaCell Common Stock, of which 2,634,299 shares are issued and outstanding, and 6,410,000 shares are reserved for issuance pursuant to outstanding options and warrants, and (ii) 28,325,000 shares of Preferred Stock, $.01 par value per share, 100,000 shares of which have been designated as Series A Preferred Stock, $.01 par value per share (the "Series A Stock"), all of which are issued and outstanding; 82,857 shares of which have been designated as Series B Preferred Stock, $.01 par value per share (the "Series B Stock"), all of which are issued or outstanding; 919,220 shares of which have been designated as Series C Preferred Stock, $.01 par value per share (the "Series C Stock"), all of which are issued and outstanding; 1,500,000 shares of which have been designated as Series D Preferred Stock, $.01 par value per share (the "Series D Stock"), all of which are issued and outstanding; 1,983,334 shares of which have been designated as Series E Preferred Stock, $.01 par value per share (the "Series E Stock"), all of which are issued and outstanding; 2,666,666 shares of which have been designated as Series F Stock, $.01 par value per share (the "Series F Stock"), all of which are issued and outstanding; 3,666,667 of which have been designated as Series G Stock, $.01 par value per share (the "Series G Stock"), all of which are issued and outstanding; 7,577,334 shares of which have been designated -00- Xxxxx Xxxxxxxx Agreement September 30, 2003 as Series H Preferred Stock, $.01 par value per share (the "Series H Stock"), all of which are issued and outstanding; 5,575,000 shares of Series I Stock, 2,075,000 of which are issued and outstanding; and 3,750,000 shares of which have been designated as Series J Preferred Stock, $.01 par value per share (the "Series J Stock"), of which 1,440,000 shares are issued and outstanding. All of the issued and outstanding shares of ViaCell's Common Stock, Series A Stock, Series B Stock, Series C Stock, Series D Stock, Series E Stock, Series F Stock, Series G Stock, Series H Stock and Series I Stock are duly authorized and are validly issued, fully paid, and nonassessable. Since January 1, 2001, ViaCell has not made repurchases or redemptions of shares of its capital stock. All the issued and outstanding shares of capital stock of ViaCell have been offered, issued and sold by ...

Capitalization and Title to Shares. 5.3.1 ICI is authorized to issue 16,000,000 of shares, of which it is authorized to issue 15,000,000 of ICI Common Stock $0.01 par value per share, and 1,000,000 of ICI Preferred Stock, of which an aggregate of 6,320,160 shares of ICI Common Stock are issued and 5,923,820 of ICI Common Stock are outstanding. No shares of ICI Preferred Stock are issued and outstanding. Also, 2,121,000 options to purchase ICI Common Stock redeemable for shares of common stock are outstanding. Such shares are owned of record by the persons and in the amounts set forth in the ICI Disclosure Schedule. No other class of capital stock of ICI is authorized or outstanding. All of the issued and outstanding shares of ICI's capital stock are duly authorized and are validly issued, fully paid, nonassessable and free of pre-emptive rights. None of the issued and outstanding shares of ICI have been issued in violation of any federal or state law or any preemptive rights or rights to subscribe for or purchase securities. 5.3.2 The ICI Disclosure Schedule includes a true and complete list of all outstanding rights, subscriptions, warrants, calls, preemptive rights, options or other agreements of any kind to purchase or otherwise receive from ICI any shares of the capital stock or any other security of ICI, and all outstanding securities of any kind convertible into or exchangeable for such securities (all such rights, subscriptions, warrants, calls, options, agreements and convertible securities, collectively, "ICI Warrants and Options"). True and complete copies of all instruments (or the form of such instruments) referred to in this Section 5.3.2 have been previously furnished to HII and MCC. There are no stockholder agreements, voting trusts, proxies or other agreements or understandings with respect to the outstanding shares of capital stock of ICI to which ICI is a party. Except for ICI Options and Warrants set forth in the ICI Disclosure Schedule, all outstanding unexercised ICI Warrants and Options shall terminate at the Effective Time. 5.3.3 ICI does not own beneficially any shares of capital stock of HII and MCC.