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 reserved 2,500,000 shares of Company Common Stock for issuance pursuant to all Company RSUs. As of February 29, 2008, 1,250,000 shares of Company Common Stock were subject to Company RSUs. Section 2.3(c) of the Company Disclosure Schedule sets forth each Company RSU outstanding as of February 29, 2008, and the number of shares of Company Common Stock subject to the award. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(c) have been furnished previously or otherwise made available to Parent. (d) As of February 29, 2008, warrants to acquire 39,433,273 shares of Company Common Stock were issued and outstanding (“Company Warrants”), which includes 22,726,400 Company 2007 Warrants. Section 2.3(d) of the Company Disclosure Schedule includes a true and complete list of all outstanding Company Warrants. (e) Except for (i) shares indicated as issued and outstanding on February 29, 2008 in Section 2.3(a) and (ii) shares issued after February 29, 2008, upon (A) the exercise of outstanding Company Options listed in Section 2.3(b) of the Company Disclosure Schedule, (B) the vesting of outstanding Company Restricted Stock Awards and Company RSUs listed in Section 2.3(c) of the Company Disclosure Schedule, or (C) the exercise of outstanding Company Warrants listed in Section 2.3(d) of the Company Disclosure Schedule, there are not as of the date hereof, and at the Effective Time, except as set forth in Section 2.3(e) of the Company Disclosure Schedule, there will not be, any shares of Company Common Stock issued and outstanding. (f) Other than Company Options listed in Section 2.3(b) of the Company Disclosure Schedule, the Company Restricted Stock Awards listed in Section 2.3(c) of the Company Disclosure Schedule, the Company RSUs listed in Section 2.3(c) of the Company Disclosure Schedule, and the Company Warrants listed in Section 2.3(d) of the Company Disclosure Schedule, and except as set forth in Section 2.3(f) of the Company Disclosure Schedule, there are not, as of the date of this Agreement, authorized or outstanding any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, or other agreements or commitments of any nature whatsoever obligating the Company to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, additional shares of the capital stock or other securities of the Company or obligating the Company to grant, extend or enter into any such agreement. Except as set forth in Section 2.3(f) of the Company Disclosure Schedule, to the knowledge of the Company, there are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of the Company. (g) The Company has no outstanding bonds, debentures, notes or other indebtedness, which have the right to vote on any matters on which stockholders may vote or which have the right to be converted into Company Common Stock or Company Preferred Stock.
Appears in 1 contract
Capitalization and Title to Shares. (a) The Company is authorized capital stock of the Company consists of (i) 450,000,000 to issue 40,000,000 shares of Company Common Stock, and (ii) 50,000 of which 26,020,191 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)as of April 20, (B) no shares of Company Preferred Stock were issued an outstanding and (C) no shares are issued and held in the treasury of the Company2001. All of the issued and outstanding shares of Company’s 's Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive pre-emptive 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 4,726,108 shares of Company Common Stock for issuance pursuant to all of the Company Options. As of February 29, 2008, Company Options to purchase 8,233,635 3,032,114 shares of Company Common Stock were outstandingoutstanding as of April 20, 2001. Section 2.3(b) of the Company Disclosure Schedule sets forth includes a true and complete list of all Company Options with respect to each Company Option outstanding as of February 29, 2008, (i) the number of shares of Company Common Stock issuable therefor vesting schedules and (ii) the purchase price payable therefor upon the exercise of each such Company Optionprices. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(b) section have been furnished previously or otherwise made available to Parent. Except as indicated in Section 2.3(b) of the Company Disclosure Schedule, the Company is not obligated to accelerate the vesting of any Company Options as a result of the Merger.
(c) The Company has reserved 27,000,000 1,762,175 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 Warrants. Company Warrants 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 purchase 1,762,175 shares of Company Common Stock were subject to Company Restricted Stock Awardsoutstanding as of April 20, 2001. Section 2.3(c) of the Company Disclosure Schedule sets forth each Restricted Stock Award includes a true and complete list of all outstanding as of February 29, 2008, warrants with vesting schedules and the number of shares of Company Common Stock subject to the award. The Company has reserved 2,500,000 shares of Company Common Stock for issuance pursuant to all Company RSUs. As of February 29, 2008, 1,250,000 shares of Company Common Stock were subject to Company RSUs. Section 2.3(c) of the Company Disclosure Schedule sets forth each Company RSU outstanding as of February 29, 2008, and the number of shares of Company Common Stock subject to the awardexercise prices. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(c) section have been furnished previously or otherwise made available to Parent.
(d) As of February 29, 2008, warrants to acquire 39,433,273 The Company has reserved 574,713 shares of Company Common Stock were issued and outstanding (“Company Warrants”), which includes 22,726,400 Company 2007 Warrants. Section 2.3(d) for issuance upon conversion of the Company Disclosure Schedule includes a Convertible Note. A true and complete list copy of all outstanding Company Warrantsthe Convertible Note has been furnished previously to Parent.
(e) The Company has reserved 76,900 shares of Company Common Stock for future issuance under the Company Purchase Plan through December 31, 2001.
(f) The Company is authorized to issue 5,000,000 shares of Preferred Stock ("Company Preferred Stock"), of which 750,000 shares are currently designated Series One Junior Participating Preferred Stock, none of which are issued and outstanding.
(g) Except for (i) shares indicated as issued and outstanding on February 29April 20, 2008 2001 in Section 2.3(a) ), and (ii) shares issued after February 29April 20, 20082001, upon (A) the exercise of outstanding Company Options listed in Section 2.3(b) of the Company Disclosure Schedule, (B) the vesting exercise of outstanding Company Restricted Stock Awards and Company RSUs Warrants listed in Section 2.3(c) of the Company Disclosure Schedule, (C) conversion of the Convertible Note or (CD) the exercise of outstanding purchase rights in accordance with the Company Warrants listed Purchase Plan and in an amount not in excess of the number indicated as reserved for such purpose in Section 2.3(d) of the Company Disclosure Schedule2.3(e), there are not as of the date hereof, and at the Effective Time, except as set forth in Section 2.3(e2.3(g) of the Company Disclosure Schedule, there will not be, any shares of Company Common Stock issued and outstanding.
(fh) Other than The Company's authorized capital stock consists solely of the Company Options listed Common Stock described in Section 2.3(b2.3(a) and the Company Preferred Stock described in Section 2.3(f). Except as set forth in Section 2.3(h) of the Company Disclosure Schedule, the Company Restricted Stock Awards listed in Section 2.3(c) of the Company Disclosure Schedule, the Company RSUs listed in Section 2.3(c) of the Company Disclosure Schedule, and the Company Warrants listed in Section 2.3(d) of the Company Disclosure Schedule, and except as set forth in Section 2.3(f) of the Company Disclosure Schedule, there are not, as of the date of this Agreement, authorized or outstanding any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, or other agreements or commitments of any nature whatsoever obligating the Company to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, additional shares of the capital stock or other securities of the Company or obligating the Company to grant, extend or enter into any such agreement. Except as set forth in Section 2.3(f) of the Company Disclosure Schedule, to the knowledge of the Company, there are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of the Company.
(g) The Company has no outstanding bonds, debentures, notes or other indebtedness, which have the right to vote on any matters on which stockholders may vote or which have the right to be converted into Company Common Stock or Company Preferred Stock.there
Appears in 1 contract
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 Dxxxx 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 reserved 2,500,000 shares of Company Common Stock for issuance pursuant to all Company RSUs. As of February 29, 2008, 1,250,000 shares of Company Common Stock were subject to Company RSUs. Section 2.3(c) of the Company Disclosure Schedule sets forth each Company RSU outstanding as of February 29, 2008, and the number of shares of Company Common Stock subject to the award. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(c) have been furnished previously or otherwise made available to Parent.
(d) As of February 29, 2008, warrants to acquire 39,433,273 shares of Company Common Stock were issued and outstanding (“Company Warrants”), which includes 22,726,400 Company 2007 Warrants. Section 2.3(d) of the Company Disclosure Schedule includes a true and complete list of all outstanding Company Warrants.
(e) Except for (i) shares indicated as issued and outstanding on February 29, 2008 in Section 2.3(a) and (ii) shares issued after February 29, 2008, upon (A) the exercise of outstanding Company Options listed in Section 2.3(b) of the Company Disclosure Schedule, (B) the vesting of outstanding Company Restricted Stock Awards and Company RSUs listed in Section 2.3(c) of the Company Disclosure Schedule, or (C) the exercise of outstanding Company Warrants listed in Section 2.3(d) of the Company Disclosure Schedule, there are not as of the date hereof, and at the Effective Time, except as set forth in Section 2.3(e) of the Company Disclosure Schedule, there will not be, any shares of Company Common Stock issued and outstanding.
(f) Other than Company Options listed in Section 2.3(b) of the Company Disclosure Schedule, the Company Restricted Stock Awards listed in Section 2.3(c) of the Company Disclosure Schedule, the Company RSUs listed in Section 2.3(c) of the Company Disclosure Schedule, and the Company Warrants listed in Section 2.3(d) of the Company Disclosure Schedule, and except as set forth in Section 2.3(f) of the Company Disclosure Schedule, there are not, as of the date of this Agreement, authorized or outstanding any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, or other agreements or commitments of any nature whatsoever obligating the Company to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, additional shares of the capital stock or other securities of the Company or obligating the Company to grant, extend or enter into any such agreement. Except as set forth in Section 2.3(f) of the Company Disclosure Schedule, to the knowledge of the Company, there are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of the Company.
(g) The Company has no outstanding bonds, debentures, notes or other indebtedness, which have the right to vote on any matters on which stockholders may vote or which have the right to be converted into Company Common Stock or Company Preferred Stock.
Appears in 1 contract
Samples: Merger Agreement (Narrowstep Inc)
Capitalization and Title to Shares. (a) The Company is authorized capital stock of the Company consists of (i) 450,000,000 to issue 5,595,000 shares of Company Common Stock, and (ii) 50,000 of which 1,759,896 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)as of August 3, (B) no shares of Company Preferred Stock were issued an outstanding and (C) no shares are issued and held in the treasury of the Company2001. All of the issued and outstanding shares of Company’s Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive pre-emptive rights. Prior to SECTION 2.3(a) of the Effective Time, up to 50,000 Company Disclosure Schedule includes a true and complete list of all outstanding shares of Company Series A Common Stock and Company Preferred Stock will be issued and outstanding and such shares will be duly authorized, validly issued, fully paid and nonassessableStock.
(b) The Company has reserved 27,000,000 871,675 shares of Company Common Stock for issuance pursuant to all the Company Options. As of February 29, 2008, Company Options to purchase 8,233,635 279,484 shares of Company Common Stock were outstandingoutstanding as of August 3, 2001. Section SECTION 2.3(b) of the Company Disclosure Schedule sets forth includes a true and complete list of all Company Options with respect to each Company Option outstanding as of February 29grant dates, 2008expiration dates, (i) the number of shares of Company Common Stock issuable therefor vesting schedules and (ii) the purchase price payable therefor upon the exercise of each such Company Optionprices. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(b) section have been furnished previously or otherwise made available to Parent. Except as indicated in SECTION 2.3(b) of the Company Disclosure Schedule, the Company is not obligated to accelerate the vesting of any Company Options as a result of the Merger.
(c) The Company has reserved 27,000,000 44,344 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 Warrants. Company Warrants 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 purchase 44,344 shares of Company Common Stock were subject to Company Restricted Stock Awardsoutstanding as of August 3, 2001. Section SECTION 2.3(c) of the Company Disclosure Schedule sets forth each Restricted Stock Award includes a true and complete list of all outstanding as of February 29warrants with grant dates, 2008, expiration dates and the number of shares of Company Common Stock subject to the award. The Company has reserved 2,500,000 shares of Company Common Stock for issuance pursuant to all Company RSUs. As of February 29, 2008, 1,250,000 shares of Company Common Stock were subject to Company RSUs. Section 2.3(c) of the Company Disclosure Schedule sets forth each Company RSU outstanding as of February 29, 2008, and the number of shares of Company Common Stock subject to the awardexercise prices. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(c) section have been furnished previously or otherwise made available to Parent.
(d) As of February 29, 2008, warrants to acquire 39,433,273 The Company has reserved 75,000 shares of Company Common Stock were for issuance upon conversion of the Convertible Debentures. True and complete copies of the Convertible Debentures have been furnished previously to Parent.
(e) The Company is authorized to issue 2,905,000 shares of Company Preferred Stock, of which (i) 1,112,500 shares are designated as Series A Stock, 1,025,915 shares of which are issued and outstanding as of August 1, 2001 and (“ii) 1,780,000 shares are designated as Series B Stock, 796,529 shares of which are issued and outstanding as of August 1, 2001. All the issued and outstanding shares of Company Warrants”)Preferred Stock are duly authorized, which includes 22,726,400 Company 2007 Warrants. Section 2.3(dvalidly issued, fully paid, nonassessable, and free of pre-emptive rights, except as set forth in SECTION 2.3(e) of the Company Disclosure Schedule includes a true Schedule. As of August 1, 2001, all the outstanding shares of Series A Stock are convertible into 1,096,425 shares of Company Common Stock, and complete list all the outstanding shares of Series B Stock are convertible into 814,862 shares of Company Common Stock. There are 796,529 shares of Series B Stock issuable upon exercise of all outstanding the Company WarrantsPreferred Stock Purchase Rights.
(ef) Except for (i) shares indicated as issued and outstanding on February 29August 1, 2008 2001 specified in Section SECTION 2.3(a) and (ii) shares issued after February 29August 1, 20082001, upon (A) the exercise of outstanding Company Options listed in Section SECTION 2.3(b) of the Company Disclosure Schedule, (B) the vesting exercise of outstanding Company Restricted Stock Awards and Company RSUs Warrants listed in Section SECTION 2.3(c) of the Company Disclosure Schedule, or (C) conversion of the exercise Convertible Debentures or (D) the conversion of all the outstanding Company Warrants listed in Section 2.3(d) of the Company Disclosure SchedulePreferred Stock, there are not as of the date hereof, and at the Effective Time, except as set forth in Section 2.3(e) of the Company Disclosure Schedule, there will not be, any shares of Company Common Stock issued and outstanding.
(fg) Other than Company Options listed in Section 2.3(b) The Company's authorized capital stock consists solely of the Company Disclosure Schedule, the Company Restricted Common Stock Awards listed described in Section 2.3(cSECTION 2.3(a) of the Company Disclosure Schedule, the Company RSUs listed in Section 2.3(c) of the Company Disclosure Schedule, and the Company Warrants listed Preferred Stock described in Section 2.3(d) of the Company Disclosure Schedule, and except as set forth in Section 2.3(f) of the Company Disclosure Schedule, there SECTION 2.3(e). There are not, not as of the date of this Agreementhereof, and at the Effective Time there will not be, authorized or outstanding any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, or other agreements agreements, claims or commitments of any nature whatsoever obligating the Company to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, additional shares of the capital stock or other securities of the Company or obligating the Company to grant, extend or enter into any such agreement, other than (i) the Company Options listed in SECTION 2.3(b) of the Company Disclosure Schedule, (ii) the Company Warrants listed in SECTION 2.3(c) of the Company Disclosure Schedule, (iii) the Convertible Debentures, (iv) the Company Preferred Stock listed in SECTION 2.3(e) and (v) the Company Preferred Stock Purchase Rights identified in SECTION 2.3(e). Except as set forth in Section 2.3(fSECTION 2.3(g) of the Company Disclosure Schedule, to the knowledge of the Company, there are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of the Company.
(gh) Neither the Company nor any Company Subsidiary beneficially owns any shares of capital stock of Parent.
(i) The Company has no outstanding bonds, debentures, notes or other indebtedness, indebtedness which have the right to vote on any matters on which stockholders may vote or which have vote.
(j) To the right to be converted into knowledge of the Company, there are not more than 35 stockholders of the Company Common Stock or Company Preferred Stockwho do not qualify as "accredited investors" (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act).
Appears in 1 contract
Samples: Merger Agreement (Genzyme Corp)
Capitalization and Title to Shares. (a) The Company is authorized capital stock of the Company consists of (i) 450,000,000 to issue 50,000,000 shares of Company Common Stock, and (ii) 50,000 of which 17,364,401 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)as of March 31, (B) no shares of Company Preferred Stock were issued an outstanding and (C) no shares are issued and held in the treasury of the Company2001. All of the issued and outstanding shares of Company’s Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive pre-emptive 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 an aggregate of 4,275,000 shares of Company Common Stock for issuance pursuant to under all of the Company OptionsStock Option Plans. As of February 29, 2008, Company Options to purchase 8,233,635 2,048,695 shares of Company Common Stock were outstandingoutstanding as of March 31, 2001. Section 2.3(b) SECTION 2.3 of the Company Disclosure Schedule sets forth includes a true and complete list of all Company Options with respect to each Company Option outstanding as of February 29, 2008, (i) the number of shares of Company Common Stock issuable therefor vesting schedules and (ii) the purchase price payable therefor upon the exercise of each such Company Optionprices. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(b) section have been furnished previously or otherwise made available to Parent. Except as indicated in SECTION 2.3 of the Company Disclosure Schedule, the Company is not obligated to accelerate the vesting of any Company Options as a result of the Merger.
(c) The Company has reserved 27,000,000 shares of Company Common Stock for issuance pursuant Warrants 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 purchase 43,782 shares of Company Common Stock were subject to Company Restricted Stock Awardsoutstanding as of March 31, 2001. Section 2.3(c) SECTION 2.3 of the Company Disclosure Schedule sets forth each Restricted Stock Award includes a true and complete list of all outstanding as of February 29, 2008, warrants with vesting schedules and the number of shares of Company Common Stock subject to the award. The Company has reserved 2,500,000 shares of Company Common Stock for issuance pursuant to all Company RSUs. As of February 29, 2008, 1,250,000 shares of Company Common Stock were subject to Company RSUs. Section 2.3(c) of the Company Disclosure Schedule sets forth each Company RSU outstanding as of February 29, 2008, and the number of shares of Company Common Stock subject to the awardexercise prices. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(c) section have been furnished previously or otherwise made available to Parent.
(d) As of February 29, 2008, warrants to acquire 39,433,273 The Company has reserved 200,000 shares of Company Common Stock were issued and outstanding (“Company Warrants”), which includes 22,726,400 Company 2007 Warrants. Section 2.3(d) of for future issuance under the Company Disclosure Schedule includes a true and complete list of all outstanding Company WarrantsPurchase Plan through December 31, 2001.
(e) The Company is authorized to issue 5,000,000 shares of preferred stock ("Company Preferred Stock"), none of which are issued and outstanding.
(f) Except for (i) shares indicated as issued and outstanding on February 29March 31, 2008 2001 in Section 2.3(a) ), and (ii) shares issued after February 29March 31, 20082001, upon (A) the exercise of outstanding Company Options listed in Section 2.3(b) SECTION 2.3 of the Company Disclosure ScheduleSchedule or granted in compliance with the terms of this Agreement, (B) the vesting exercise of outstanding Company Restricted Stock Awards and Company RSUs Warrants listed in Section 2.3(c) SECTION 2.3 of the Company Disclosure Schedule, or (C) the exercise of outstanding purchase rights in accordance with the Company Warrants listed Purchase Plan and in an amount not in excess of the number indicated as reserved for such purpose in Section 2.3(d) of the Company Disclosure Schedule), there are not as of the date hereof, and at the Effective Time, except as set forth in Section 2.3(e) of the Company Disclosure Schedule, Time there will not be, any shares of Company Common Stock issued and outstanding.
(fg) Other than Company Options listed in Section 2.3(b) The Company's authorized capital stock consists solely of the Company Disclosure Schedule, the Company Restricted Common Stock Awards listed described in Section 2.3(c2.3(a) of the Company Disclosure Schedule, the Company RSUs listed in Section 2.3(c) of the Company Disclosure Schedule, and the Company Warrants listed Preferred Stock described in Section 2.3(d) of the Company Disclosure Schedule, and except as set forth in Section 2.3(f) of the Company Disclosure Schedule, there 2.3(e). There are not, not as of the date of this Agreementhereof, and at the Effective Time there will not be, authorized or outstanding any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, or other agreements agreements, claims or commitments of any nature whatsoever obligating the Company to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, additional shares of the capital stock or other securities of the Company or obligating the Company to grant, extend or enter into any such agreement. Except as set forth , other than Company Options listed in Section 2.3(f) SECTION 2.3 of the Company Disclosure Schedule or granted in compliance with the terms of this Agreement, Company Warrants listed in SECTION 2.3 of the Company Disclosure Schedule, rights to purchase shares of Company Common Stock pursuant to the Company Purchase Plan, Stock Purchase Agreement, dated as of October 21, 1999, by and between the Company and Parent (the "Stock Purchase Agreement"), as modified by the Letter Agreement by and between Parent and the Company dated as of the date hereof (the "Letter Agreement") (as so modified, the "Modified Stock Purchase Agreement") and the Rights. To the best knowledge of the Company, except as contemplated hereby, there are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of the Company.
(gh) The Company does not beneficially own any shares of capital stock of Parent.
(i) The Company has no outstanding bonds, debentures, notes or other indebtedness, indebtedness which have the right to vote on any matters on which stockholders may vote vote.
(j) No Company stockholders have appraisal rights in connection with, or which have as a result of, the right to be converted into Company Common Stock Merger or Company Preferred Stockother matters contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Genzyme Corp)
Capitalization and Title to Shares. (a) The Company is authorized capital stock of the Company consists of (i) 450,000,000 to issue 50,000,000 shares of Company Common Stock, and (ii) 50,000 of which 21,144,432 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)as of September 7, (B) no shares of Company Preferred Stock were issued an outstanding and (C) no shares are issued and held in the treasury of the Company2000. All of the issued and outstanding shares of Company’s Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive pre-emptive 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 4,476,033 shares of Company Common Stock for issuance pursuant to all of the Company Options. As of February 29, 2008, Company Options to purchase 8,233,635 2,323,718 shares of Company Common Stock were outstandingoutstanding as of September 8, 2000. Section SECTION 2.3(b) of the Company Disclosure Schedule sets forth with respect to each includes a true and complete list of all Company Option Options outstanding as of February 29September 8, 2008, (i) the number of shares of Company Common Stock issuable therefor 2000 with vesting schedules and (ii) the purchase price payable therefor upon the exercise of each such Company Optionprices. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(b) section have been furnished previously or otherwise made available to Parent. Except as indicated in SECTION 2.3(b) of the Company Disclosure Schedule, the Company is not obligated to accelerate the vesting of any Company Options as a result of the Merger.
(c) The Company has reserved 27,000,000 160,147 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 Warrants. Company Warrants 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 purchase 117,269 shares of Company Common Stock were subject to Company Restricted Stock Awardsoutstanding as of September 8, 2000. Section SECTION 2.3(c) of the Company Disclosure Schedule sets forth each Restricted Stock Award includes a true and complete list of all outstanding warrants outstanding as of February 29September 8, 2008, 2000 with vesting schedules and the number of shares of Company Common Stock subject to the award. The Company has reserved 2,500,000 shares of Company Common Stock for issuance pursuant to all Company RSUs. As of February 29, 2008, 1,250,000 shares of Company Common Stock were subject to Company RSUs. Section 2.3(c) of the Company Disclosure Schedule sets forth each Company RSU outstanding as of February 29, 2008, and the number of shares of Company Common Stock subject to the awardexercise prices. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(c) section have been furnished previously or otherwise made available to Parent.
(d) As of February 29, 2008, warrants to acquire 39,433,273 Company has reserved 37,034 shares of Company Common Stock were issued and outstanding (“Company Warrants”), which includes 22,726,400 Company 2007 Warrants. Section 2.3(d) of for future issuance under the Company Disclosure Schedule includes a true and complete list of all outstanding Company WarrantsPurchase Plan.
(e) Company is authorized to issue 5,000,000 shares of Preferred Stock ("Company Preferred Stock"), none of which are issued and outstanding.
(f) Except for (i) shares indicated as issued and outstanding on February 29September 7, 2008 2000 in Section 2.3(a), (ii) 291,073 shares to be issued to Acqua Wellington North American Equities Fund, Ltd. ("AW") on or about the date of this Agreement and (iiiii) shares issued after February 29September 7, 20082000, upon (A) the exercise of outstanding Company Options listed in Section SECTION 2.3(b) of the Company Disclosure ScheduleSchedule or granted after the date of this Agreement in the ordinary course of business consistent with past practice, (B) the vesting exercise of outstanding Company Restricted Stock Awards and Company RSUs Warrants listed in Section SECTION 2.3(c) of the Company Disclosure Schedule, or (C) the exercise of outstanding purchase rights in accordance with the Company Warrants listed Purchase Plan and in an amount not in excess of the number indicated as reserved for such purpose in Section 2.3(d) of the Company Disclosure Schedule), there are not as of the date hereof, and at the Effective Time, except as set forth in Section 2.3(e) of the Company Disclosure Schedule, Time there will not be, any shares of Company Common Stock issued and outstanding.
(fg) Other than Company Options listed in Section 2.3(b) Company's authorized capital stock consists solely of the Company Disclosure Schedule, the Company Restricted Common Stock Awards listed described in Section 2.3(c2.3(a) of the Company Disclosure Schedule, the Company RSUs listed in Section 2.3(c) of the Company Disclosure Schedule, and the Company Warrants listed Preferred Stock described in Section 2.3(d) of the Company Disclosure Schedule, and except as set forth in Section 2.3(f) of the Company Disclosure Schedule, there 2.3(e). There are not, not as of the date of this Agreementhereof, and at the Effective Time there will not be, authorized or outstanding any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, or other agreements agreements, claims or commitments of any nature whatsoever obligating the Company to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, additional shares of the capital stock or other securities of the Company or obligating the Company to grant, extend or enter into any such agreement. Except as set forth , other than Company Options listed in Section 2.3(fSECTION 2.3(b) of the Company Disclosure Schedule or granted after the date of this Agreement in the ordinary course of business consistent with past practice, Company Warrants listed in SECTION 2.3(c) of the Company Disclosure Schedule, and rights to purchase shares of Company Common Stock pursuant to the Company Purchase Plan. To the best knowledge of the Company, there are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of the Company.
(gh) The Neither Company nor any Company Subsidiary beneficially owns any shares of capital stock of Parent.
(i) Company has no outstanding bonds, debentures, notes or other indebtedness, indebtedness which have the right to vote on any matters on which stockholders may vote or which have the right to be converted into Company Common Stock or Company Preferred Stockvote.
Appears in 1 contract
Samples: Merger Agreement (Genzyme Corp)
Capitalization and Title to Shares. (a) The Company is authorized capital stock of the Company consists of (i) 450,000,000 to issue 50,000,000 shares of Company Common Stock, and (ii) 50,000 of which 21,144,432 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)as of September 7, (B) no shares of Company Preferred Stock were issued an outstanding and (C) no shares are issued and held in the treasury of the Company2000. All of the issued and outstanding shares of Company’s Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive pre-emptive 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 4,476,033 shares of Company Common Stock for issuance pursuant to all of the Company Options. As of February 29, 2008, Company Options to purchase 8,233,635 2,323,718 shares of Company Common Stock were outstandingoutstanding as of September 8, 2000. Section 2.3(b) of the Company Disclosure Schedule sets forth with respect to each includes a true and complete list of all Company Option Options outstanding as of February 29September 8, 2008, (i) the number of shares of Company Common Stock issuable therefor 2000 with vesting schedules and (ii) the purchase price payable therefor upon the exercise of each such Company Optionprices. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(b) section have been furnished previously or otherwise made available to Parent. Except as indicated in Section 2.3(b) of the Company Disclosure Schedule, the Company is not obligated to accelerate the vesting of any Company Options as a result of the Merger.
(c) The Company has reserved 27,000,000 160,147 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 Warrants. Company Warrants 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 purchase 117,269 shares of Company Common Stock were subject to Company Restricted Stock Awardsoutstanding as of September 8, 2000. Section SECTION 2.3(c) of the Company Disclosure Schedule sets forth each Restricted Stock Award includes a true and complete list of all outstanding warrants outstanding as of February 29September 8, 2008, 2000 with vesting schedules and the number of shares of Company Common Stock subject to the award. The Company has reserved 2,500,000 shares of Company Common Stock for issuance pursuant to all Company RSUs. As of February 29, 2008, 1,250,000 shares of Company Common Stock were subject to Company RSUs. Section 2.3(c) of the Company Disclosure Schedule sets forth each Company RSU outstanding as of February 29, 2008, and the number of shares of Company Common Stock subject to the awardexercise prices. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(c) section have been furnished previously or otherwise made available to Parent.
(d) As of February 29, 2008, warrants to acquire 39,433,273 Company has reserved 37,034 shares of Company Common Stock were issued and outstanding (“Company Warrants”), which includes 22,726,400 Company 2007 Warrants. Section 2.3(d) of for future issuance under the Company Disclosure Schedule includes a true and complete list of all outstanding Company WarrantsPurchase Plan.
(e) Company is authorized to issue 5,000,000 shares of Preferred Stock ("Company Preferred Stock"), none of which are issued and outstanding.
(f) Except for (i) shares indicated as issued and outstanding on February 29September 7, 2008 2000 in Section 2.3(a), (ii) 291,073 shares to be issued to Acqua Wellington North American Equities Fund, Ltd. ("AW") on or about the date of this Agreement and (iiiii) shares issued after February 29September 7, 20082000, upon (A) the exercise of outstanding Company Options listed in Section SECTION 2.3(b) of the Company Disclosure ScheduleSchedule or granted after the date of this Agreement in the ordinary course of business consistent with past practice, (B) the vesting exercise of outstanding Company Restricted Stock Awards and Company RSUs Warrants listed in Section SECTION 2.3(c) of the Company Disclosure Schedule, or (C) the exercise of outstanding purchase rights in accordance with the Company Warrants listed Purchase Plan and in an amount not in excess of the number indicated as reserved for such purpose in Section 2.3(d) of the Company Disclosure Schedule), there are not as of the date hereof, and at the Effective Time, except as set forth in Section 2.3(e) of the Company Disclosure Schedule, Time there will not be, any shares of Company Common Stock issued and outstanding.
(fg) Other than Company Options listed in Section 2.3(b) Company's authorized capital stock consists solely of the Company Disclosure Schedule, the Company Restricted Common Stock Awards listed described in Section 2.3(c2.3(a) of the Company Disclosure Schedule, the Company RSUs listed in Section 2.3(c) of the Company Disclosure Schedule, and the Company Warrants listed Preferred Stock described in Section 2.3(d) of the Company Disclosure Schedule, and except as set forth in Section 2.3(f) of the Company Disclosure Schedule, there 2.3(e). There are not, not as of the date of this Agreementhereof, and at the Effective Time there will not be, authorized or outstanding any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, or other agreements agreements, claims or commitments of any nature whatsoever obligating the Company to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, additional shares of the capital stock or other securities of the Company or obligating the Company to grant, extend or enter into any such agreement. Except as set forth , other than Company Options listed in Section 2.3(fSECTION 2.3(b) of the Company Disclosure Schedule or granted after the date of this Agreement in the ordinary course of business consistent with past practice, Company Warrants listed in SECTION 2.3(c) of the Company Disclosure Schedule, and rights to purchase shares of Company Common Stock pursuant to the Company Purchase Plan. To the best knowledge of the Company, there are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of the Company.
(gh) The Neither Company nor any Company Subsidiary beneficially owns any shares of capital stock of Parent.
(i) Company has no outstanding bonds, debentures, notes or other indebtedness, indebtedness which have the right to vote on any matters on which stockholders may vote or which have the right to be converted into Company Common Stock or Company Preferred Stockvote.
Appears in 1 contract
Capitalization and Title to Shares. (a) The Company is authorized capital stock of the Company consists of (i) 450,000,000 to issue 30,500,000 shares of Company Common Stock, and (ii) 50,000 of which 8,570,754 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)as of August 9, (B) no shares of Company Preferred Stock were issued an outstanding and (C) no shares are issued and held in the treasury of the Company2000. All of the issued and outstanding shares of Company’s 's Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive pre-emptive 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 8,233,635 969,374 shares of Company Common Stock were outstandingoutstanding as of August 9, 2000. Section SECTION 2.3(b) of the Company Disclosure Schedule sets forth includes a true and complete list of all Company Options with respect to each Company Option outstanding as of February 29, 2008, (i) the number of shares of Company Common Stock issuable therefor vested and (ii) the purchase price payable therefor upon the exercise of each such Company Optionprices. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(b) section have been furnished previously or otherwise made available to Parent. Except as indicated in SECTION 2.3(b) of the Company Disclosure Schedule, the Company is not obligated to accelerate the vesting of any Company Options as a result of the Merger.
(c) The Company has reserved 27,000,000 shares of Company Common Stock for issuance pursuant Warrants 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 purchase 60,680 shares of Company Common Stock were subject to Company Restricted Stock Awardsoutstanding as of June 30, 2000. Section SECTION 2.3(c) of the Company Disclosure Schedule sets forth each Restricted Stock Award includes a true and complete list of all outstanding as of February 29, 2008, warrants with vesting schedules and the number of shares of Company Common Stock subject to the award. The Company has reserved 2,500,000 shares of Company Common Stock for issuance pursuant to all Company RSUs. As of February 29, 2008, 1,250,000 shares of Company Common Stock were subject to Company RSUs. Section 2.3(c) of the Company Disclosure Schedule sets forth each Company RSU outstanding as of February 29, 2008, and the number of shares of Company Common Stock subject to the awardexercise prices. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(c) section have been furnished previously or otherwise made available to Parent.
(d) As of February 29, 2008, warrants to acquire 39,433,273 Company has reserved 200,000 shares of Company Common Stock were issued and outstanding (“Company Warrants”), which includes 22,726,400 Company 2007 Warrants. Section 2.3(d) of for future issuance under the Company Disclosure Schedule includes a true and complete list of all outstanding Company WarrantsPurchase Plan through December 31, 2000.
(e) Company is authorized to issue 5,000,000 shares of Preferred Stock ("Company Preferred Stock"), none of which are issued and outstanding.
(f) Except for (i) shares indicated as issued and outstanding on February 29August 9, 2008 2000 in Section 2.3(a) ), and (ii) shares issued after February 29August 9, 20082000, upon (A) the exercise of outstanding Company Options listed in Section SECTION 2.3(b) of the Company Disclosure ScheduleSchedule or Company Options issued in accordance with Section 4.1(b)(iv), (B) the vesting exercise of outstanding Company Restricted Stock Awards and Company RSUs Warrants listed in Section SECTION 2.3(c) of the Company Disclosure Schedule, or (C) the exercise of outstanding purchase rights in accordance with the Company Warrants listed Purchase Plan and in an amount not in excess of the number indicated as reserved for such purpose in Section 2.3(d) of the Company Disclosure Schedule), there are not as of the date hereof, and at the Effective Time, except as set forth in Section 2.3(e) of the Company Disclosure Schedule, Time there will not be, any shares of Company Common Stock issued and outstanding.
(fg) Other than Company Options listed in Section 2.3(b) Company's authorized capital stock consists solely of the Company Disclosure Schedule, the Company Restricted Common Stock Awards listed described in Section 2.3(c2.3(a) of the Company Disclosure Schedule, the Company RSUs listed in Section 2.3(c) of the Company Disclosure Schedule, and the Company Warrants listed Preferred Stock described in Section 2.3(d) of the Company Disclosure Schedule, and except as set forth in Section 2.3(f) of the Company Disclosure Schedule, there 2.3(e). There are not, not as of the date of this Agreementhereof, and at the Effective Time there will not be, authorized or outstanding any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, or other agreements agreements, claims or commitments of any nature whatsoever obligating the Company to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, additional shares of the capital stock or other securities of the Company or obligating the Company to grant, extend or enter into any such agreement. Except as set forth , other than Company Options listed in Section 2.3(fSECTION 2.3(b) of the Company Disclosure Schedule, Company Warrants listed in SECTION 2.3(c) of the Company Disclosure Schedule, rights to purchase shares of Company Common Stock pursuant to the Company Purchase Plan and the Rights. To the knowledge of the Company, there are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of the Company.
(gh) The Neither Company nor any Company Subsidiary beneficially owns any shares of capital stock of Parent.
(i) Company has no outstanding bonds, debentures, notes or other indebtedness, indebtedness which have the right to vote on any matters on which stockholders may vote or which have the right to be converted into Company Common Stock or Company Preferred Stockvote.
Appears in 1 contract
Capitalization and Title to Shares. (a) The Company is authorized capital stock of the Company consists of (i) 450,000,000 to issue 60,000,000 shares of Company Common Stock, and (ii) 50,000 of which 26,131,979 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)as of July 6, (B) no shares of Company Preferred Stock were issued an outstanding and (C) no shares are issued and held in the treasury of the Company2005. All of the issued and outstanding shares of Company’s Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive pre-emptive rights. Prior to the Effective Time, up to 50,000 No shares of Company Series A Preferred Common Stock will be issued and outstanding and such shares will be duly authorized, validly issued, fully paid and nonassessableare held in the Company’s treasury.
(b) The Company has reserved 27,000,000 1,764,625 shares of Company Common Stock for issuance pursuant to all Company Options. As of February 29, 2008, Company Options to purchase 8,233,635 715,375 shares of Company Common Stock were outstandingoutstanding as of July 6, 2005. Section 2.3(b) of the Company Disclosure Schedule sets forth with respect to each includes a true and complete list of all Company Option Options outstanding as of February 29July 6, 20082005, (i) which schedule shows the number Company Stock Option Plan pursuant to which the Company Option was issued, the underlying shares that have vested as of shares of Company Common Stock issuable therefor July 6, 2005, the applicable vesting and (ii) acceleration provisions, the purchase price payable therefor upon expiration date and whether the exercise of each such Company Optionoption is intended to be an incentive stock option. True and complete copies of all instruments (or the forms of such instruments) referred to in this section have been furnished to Parent. Except as indicated in Section 2.3(b) have of the Company Disclosure Schedule, Company is not obligated to accelerate the vesting of any Company Options as a result of the Merger. Each Company Stock Option Plan (including all amendments) has been furnished previously or otherwise made available to Parentduly approved by Company’s stockholders.
(c) The Company has reserved 27,000,000 is authorized to issue 2,000,000 shares of Preferred Stock, $1.00 par value per share (the “Company Common Stock for issuance pursuant to all shares Preferred Stock”), none of Company Common Stock subject to restricted stock awards granted under the Company Stock Plan or otherwise (including (i) any “Bonus Restricted Shares” which are issued pursuant to that certain Employment Agreement, dated June 8, 2007, by and between the Company outstanding 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 none 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 reserved 2,500,000 shares of Company Common Stock for issuance pursuant to all Company RSUs. As of February 29, 2008, 1,250,000 shares of Company Common Stock were subject to Company RSUs. Section 2.3(c) of the Company Disclosure Schedule sets forth each Company RSU outstanding as of February 29, 2008, and the number of shares of Company Common Stock subject to the award. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(c) which have been furnished previously or otherwise made available to Parentreserved for issuance.
(d) As of February 29, 2008, warrants to acquire 39,433,273 shares of Company Common Stock were issued and outstanding (“Company Warrants”), which includes 22,726,400 Company 2007 Warrants. Section 2.3(d) of the Company Disclosure Schedule includes a true and complete list of all outstanding Company Warrants.
(e) Except for (i) shares indicated as issued and outstanding on February 29July 6, 2008 2005 in Section 2.3(a) and ), (ii) shares issued after February 29, 2008, such date upon (A) the exercise of outstanding Company Options listed in Section 2.3(b) of the Company Disclosure ScheduleSchedule or granted after July 6, 2005 in the ordinary course of business and in compliance with Section 4.1 and (Biii) the vesting shares of outstanding Company Restricted Common Stock Awards and Company RSUs listed Options issued in compliance with Section 2.3(c) of the Company Disclosure Schedule, or (C) the exercise of outstanding Company Warrants listed in Section 2.3(d) of the Company Disclosure Schedule4.1, there are not as of the date hereof, and at the Effective Time, except as set forth in Section 2.3(e) of the Company Disclosure Schedule, Time there will not be, any shares of Company Common Stock issued and outstanding.
(fe) Other than Company’s authorized capital stock consists solely of Company Options listed Common Stock described in Section 2.3(b2.3(a) of the and Company Disclosure Schedule, the Company Restricted Preferred Stock Awards listed described in Section 2.3(c) of the Company Disclosure Schedule, the Company RSUs listed in Section 2.3(c) of the Company Disclosure Schedule, and the Company Warrants listed in Section 2.3(d) of the Company Disclosure Schedule, and except as set forth in Section 2.3(f) of the Company Disclosure Schedule, there ). There are not, not as of the date of this Agreementhereof, and at the Effective Time there will not be, authorized or outstanding any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, rights (including pursuant to a so-called “poison pill”) or other agreements agreements, claims or commitments of any nature whatsoever obligating the Company to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, additional shares of the capital stock or other securities of the Company or obligating the Company to grant, extend or enter into any such agreement. Except as set forth , other than Company Options listed in Section 2.3(f2.3(b) of the Company Disclosure ScheduleSchedule and Company Options to purchase shares of Company Common Stock granted in the ordinary course of business with exercise prices equal to the trading price of Company Common Stock on the date of grant consistent with past practice since July 6, to 2005. To the knowledge of the Company, there are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of Company. For the purposes of this Agreement, the “knowledge of Company” or “to Company’s knowledge” means the actual knowledge of one or more executive officers of Company.
(f) Neither Company nor any Company Subsidiary beneficially owns any shares of capital stock of Parent.
(g) The Company has no outstanding bonds, debentures, notes or other indebtedness, which indebtedness that have the right to vote on any matters on which stockholders may vote or which have the right to be converted into Company Common Stock or Company Preferred Stockvote.
Appears in 1 contract
Capitalization and Title to Shares. (a) The Company is authorized capital stock of the Company consists of (i) 450,000,000 to issue 100,000,000 shares of Company Common Stock, and (ii) 50,000 of which 39,061,379 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)as of February 11, (B) no shares of Company Preferred Stock were issued an outstanding and (C) no shares are issued and held in the treasury of the Company2004. All of the issued and outstanding shares of Company’s Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive pre-emptive 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 6,275,000 shares of Company Common Stock for issuance pursuant to all of the Company Options. As of February 29, 2008, Company Options to purchase 8,233,635 4,188,503 shares of Company Common Stock were outstandingoutstanding as of February 25, 2004. Section 2.3(b) of the Company Disclosure Schedule sets forth with respect to each includes a true and complete list of all Company Option Options outstanding as of February 2925, 20082004, (i) which schedule shows the number of underlying shares of that have vested, the applicable vesting and acceleration provisions, the expiration date, and whether the option is an incentive stock option. No Company Common Stock issuable therefor and (ii) the purchase price payable therefor upon the exercise of each such Company OptionOptions have been granted since February 25, 2004. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(b) section have been furnished previously or otherwise made available to Parent. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, Company is not obligated to accelerate the vesting of any Company Options as a result of the Mergers. Each Company Stock Option Plan (including all amendments) has been duly approved by Company’s stockholders.
(c) The Company has reserved 27,000,000 250,000 shares of Company Common Stock for future 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 reserved 2,500,000 shares of Company Common Stock for issuance pursuant to all Company RSUs. As of February 29, 2008, 1,250,000 shares of Company Common Stock were subject to Company RSUs. Section 2.3(c) of the Company Disclosure Schedule sets forth each Company RSU outstanding as of February 29, 2008, and the number of shares of Company Common Stock subject to the award. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(c) have been furnished previously or otherwise made available to ParentPurchase Plan.
(d) As of February 29, 2008, warrants Company is authorized to acquire 39,433,273 issue 20,000,000 shares of Company Common Preferred Stock were issued and outstanding (“Company WarrantsPreferred Stock”), none of which includes 22,726,400 Company 2007 Warrants. Section 2.3(d) of the Company Disclosure Schedule includes a true are issued and complete list of all outstanding Company Warrantsoutstanding.
(e) Except as set forth in Section 2.3(e) of the Company Disclosure Schedule, and except for (i) shares indicated as issued and outstanding on February 2911, 2008 2004 in Section 2.3(a) and (ii) shares issued after February 29, 2008, such date upon (A) the exercise of outstanding Company Options listed in Section 2.3(b) of the Company Disclosure Schedule, Schedule or granted after the date of this Agreement without violating the terms of this Agreement or (B) the vesting exercise of outstanding purchase rights in accordance with the Company Restricted Stock Awards and Company RSUs listed Purchase Plan in an amount not in excess of the number indicated as reserved for such purpose in Section 2.3(c), there are not as of the date hereof, and at the Effective Time there will not be, any shares of Company Common Stock issued and outstanding.
(f) Company’s authorized capital stock consists solely of the Company Disclosure Schedule, or (CCommon Stock described in Section 2.3(a) and the exercise of outstanding Company Warrants listed Preferred Stock described in Section 2.3(d). Except as set forth in Section 2.3(f)(i) of the Company Disclosure Schedule, there are not as of the date hereof, and at the Effective Time, except as set forth in Section 2.3(e) of the Company Disclosure Schedule, Time there will not be, any shares of Company Common Stock issued and outstanding.
(f) Other than Company Options listed in Section 2.3(b) of the Company Disclosure Schedule, the Company Restricted Stock Awards listed in Section 2.3(c) of the Company Disclosure Schedule, the Company RSUs listed in Section 2.3(c) of the Company Disclosure Schedule, and the Company Warrants listed in Section 2.3(d) of the Company Disclosure Schedule, and except as set forth in Section 2.3(f) of the Company Disclosure Schedule, there are not, as of the date of this Agreement, authorized or outstanding any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, or other agreements agreements, claims or commitments of any nature whatsoever obligating the Company to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, additional shares of the capital stock or other securities of the Company or obligating the Company to grant, extend or enter into any such agreement. Except as set forth , other than Company Options listed in Section 2.3(f2.3(b) of the Company Disclosure Schedule, Schedule or granted after the date of this Agreement without violating the terms of this Agreement and rights to purchase shares of Company Common Stock pursuant to the knowledge Company Purchase Plan in an amount not in excess of the number indicated as reserved for such purpose in Section 2.3(c). To the Knowledge of Company, as of the date of this Agreement, there are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of Company. “Knowledge of Company” means the Companyactual knowledge after reasonable inquiry of the individuals named in Section 2.3(f)(ii) of the Company Disclosure Schedule.
(g) The Company has no outstanding bonds, debentures, notes or other indebtedness, which have the right to vote on any matters on which stockholders may vote or which have the right to be converted into Company Common Stock or Company Preferred Stock.
Appears in 1 contract
Samples: Merger Agreement (Ilex Oncology Inc)
Capitalization and Title to Shares. (a) The Company is authorized capital stock of the Company consists of (i) 450,000,000 to issue 150,000,000 shares of Company Common Stock, and (ii) 50,000 of which 22,853,475 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)as of May 30, (B) no shares of Company Preferred Stock were issued an outstanding and (C) no shares are issued and held in the treasury of the Company2005. All of the issued and outstanding shares of Company’s Company Common Stock are duly authorized, validly issued, fully paid, nonassessable (except as otherwise provided in Section 180.0622(2)(b) of the WBCL and its predecessor statutes) and free of preemptive pre-emptive rights. Prior to the Effective Time, up to 50,000 No shares of Company Series A Preferred Common Stock will be issued and outstanding and such shares will be duly authorized, validly issued, fully paid and nonassessableare held in the Company’s treasury.
(b) The Company has not reserved 27,000,000 shares of Company Common Stock for issuance pursuant to all the Company Options. As of February 29, 2008, Company Options to purchase 8,233,635 2,671,120 shares of Company Common Stock were outstandingoutstanding as of May 30, 2005. Section 2.3(b3.03(b) of the Company Disclosure Schedule sets forth with respect to each includes a true and complete list of all Company Option Options outstanding as of February 29May 30, 20082005, (i) which schedule shows the number of underlying shares of Company Common Stock issuable therefor that have vested, the applicable vesting and (ii) acceleration provisions and the purchase price payable therefor upon the exercise of each such Company Optionexpiration date. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(bsection have been furnished to Buyer. All Company Options have been issued under the Company’s stock option plans for 1998 and 2002 and all such Company Options fully vest as a result of the Merger as provided in such plans. All stock option plans (including all amendments requiring approval) have been furnished previously duly approved by the Company’s shareholders. No Company Options have been granted or otherwise made available issued since May 30, 2005 and prior to Parentthe date hereof.
(c) The Company has not reserved 27,000,000 shares of Company Common Stock for issuance pursuant to all shares conversion of Company Common Stock subject to restricted stock awards granted under the Company Stock Plan or otherwise of the Company’s 3.75% Convertible Subordinated Notes due 2023 (including (ithe “Convertible Notes”) any “Bonus Restricted Shares” issued pursuant to that certain Employment Agreement, dated June 8, 2007, by and between in accordance with 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 terms of February 29, 2008, 17,108,500 shares of Company Common Stock were subject to Company Restricted Stock Awardssuch Convertible Notes. Section 2.3(c3.03(c) of the Company Disclosure Schedule sets forth each Restricted Stock Award outstanding as includes a true and complete list of February 29, 2008, and the number of shares of Company Common Stock subject to the award. The Company has reserved 2,500,000 shares of Company Common Stock for issuance pursuant to all Company RSUs. As of February 29, 2008, 1,250,000 shares of Company Common Stock were subject to Company RSUs. Section 2.3(c) issuable upon conversion of the Company Disclosure Schedule sets forth each Company RSU outstanding as of February 29, 2008, and the number of shares of Company Common Stock subject to the awardConvertible Notes. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(c) evidencing the Convertible Notes have been furnished previously or otherwise to Buyer. Except as indicated in Section 3.03(c) of the Company Disclosure Schedule, the Company has not made available any adjustments pursuant to Parentthe antidilution provisions of such Convertible Notes.
(d) As of February 29, 2008, warrants The Company is authorized to acquire 39,433,273 issue 1,000,000 shares of Preferred Stock (“Company Common Stock were Preferred Stock”), none of which are issued and outstanding (“Company Warrants”), and none of which includes 22,726,400 Company 2007 Warrants. Section 2.3(d) of the Company Disclosure Schedule includes a true and complete list of all outstanding Company Warrantshave been reserved for issuance.
(e) Except for (i) shares indicated as issued and outstanding on February 29May 30, 2008 2005 in Section 2.3(a) and 3.03(a), (ii) shares issued after February 29, 2008, such date upon (A) the exercise of outstanding Company Options listed in Section 2.3(b3.03(b) of the Company Disclosure Schedule, Schedule and (Biii) shares issued after such date upon the vesting conversion of outstanding Company Restricted Stock Awards the Convertible Notes in accordance with the terms of such Convertible Notes and Company RSUs listed in Section 2.3(c) of the Company Disclosure Schedule, or (C) the exercise of outstanding Company Warrants listed in Section 2.3(d3.03(c) of the Company Disclosure Schedule, there are not as of the date hereof, and at the Effective Time, except as set forth in Section 2.3(e) of the Company Disclosure Schedule, Time there will not be, any shares of Company Common Stock or Company Preferred Stock issued and outstandingoutstanding or otherwise reserved for issuance.
(f) Other than Company Options listed in Section 2.3(b) The Company’s authorized capital stock consists solely of the Company Disclosure Schedule, the Company Restricted Common Stock Awards listed described in Section 2.3(c3.03(a) of the Company Disclosure Schedule, the Company RSUs listed in Section 2.3(c) of the Company Disclosure Schedule, and the Company Warrants listed Preferred Stock described in Section 2.3(d) of the Company Disclosure Schedule, and except as set forth in Section 2.3(f) of the Company Disclosure Schedule, there 3.03(d). There are not, not as of the date of this Agreementhereof, and at the Effective Time there will not be, authorized or outstanding any subscriptions, options, conversion or exchange rights, warrants, rights (including without limitation, pursuant to a so-called “poison pill”), repurchase or redemption agreements, or other agreements agreements, claims or commitments of any nature whatsoever obligating the Company to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, additional shares of the capital stock or other securities of the Company or obligating the Company to grant, extend or enter into any such agreement. Except as set forth , other than Company Options listed in Section 2.3(f3.03(b) of the Company Disclosure Schedule and the Convertible Notes listed in Section 3.03(c) of the Company Disclosure Schedule, to . To the knowledge of the Company, there are no stockholder shareholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of the Company. No dividends on the Company Common Stock have been declared or have accrued since April 24, 2004. All of the outstanding equity securities of the Company have been offered and issued in compliance with all applicable securities laws, including the Securities Act and “blue sky” laws.
(g) The Each outstanding share of capital stock or other ownership interest of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable (except as otherwise provided in Section 180.0622(2)(b) of the WBCL and its predecessor statutes) and was issued free of preemptive (or similar) rights, and each such share is owned by the Company has no outstanding or another Subsidiary free and clear of all options, rights of first refusal, agreements, limitations on the Company’s or any Subsidiary’s voting, dividend or transfer rights, charges and other Encumbrances of any nature whatsoever.
(h) There are not any bonds, debentures, notes or other indebtedness, which have indebtedness of the Company having the right to vote (or, except the Convertible Notes, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Company capital stock may vote vote.
(i) There are not any outstanding Contracts of the Company or which have of any Subsidiary, contingent or otherwise, to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Subsidiary. There are no issued and outstanding shares of capital stock of the Company that constitute restricted stock or that are otherwise subject to a repurchase or redemption right to be converted into Company Common Stock or Company Preferred Stockin favor of the Company.
Appears in 1 contract
Capitalization and Title to Shares. (a) The Company is authorized capital stock of the Company consists of (i) 450,000,000 to issue 100,000,000 shares of Company Common Stock, and (ii) 50,000 of which 39,061,379 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)as of February 11, (B) no shares of Company Preferred Stock were issued an outstanding and (C) no shares are issued and held in the treasury of the Company2004. All of the issued and outstanding shares of Company’s Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive pre-emptive 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 6,275,000 shares of Company Common Stock for issuance pursuant to all of the Company Options. As of February 29, 2008, Company Options to purchase 8,233,635 4,188,503 shares of Company Common Stock were outstandingoutstanding as of February 25, 2004. Section 2.3(b) of the Company Disclosure Schedule sets forth with respect to each includes a true and complete list of all Company Option Options outstanding as of February 2925, 20082004, (i) which schedule shows the number of underlying shares of that have vested, the applicable vesting and acceleration provisions, the expiration date, and whether the option is an incentive stock option. No Company Common Stock issuable therefor and (ii) the purchase price payable therefor upon the exercise of each such Company OptionOptions have been granted since February 25, 2004. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(b) section have been furnished previously or otherwise made available to Parent. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, Company is not obligated to accelerate the vesting of any Company Options as a result of the Mergers. Each Company Stock Option Plan (including all amendments) has been duly approved by Company's stockholders.
(c) The Company has reserved 27,000,000 250,000 shares of Company Common Stock for future 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 reserved 2,500,000 shares of Company Common Stock for issuance pursuant to all Company RSUs. As of February 29, 2008, 1,250,000 shares of Company Common Stock were subject to Company RSUs. Section 2.3(c) of the Company Disclosure Schedule sets forth each Company RSU outstanding as of February 29, 2008, and the number of shares of Company Common Stock subject to the award. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.3(c) have been furnished previously or otherwise made available to ParentPurchase Plan.
(d) As of February 29, 2008, warrants Company is authorized to acquire 39,433,273 issue 20,000,000 shares of Preferred Stock ("Company Common Stock were Preferred Stock"), none of which are issued and outstanding (“Company Warrants”), which includes 22,726,400 Company 2007 Warrants. Section 2.3(d) of the Company Disclosure Schedule includes a true and complete list of all outstanding Company Warrantsoutstanding.
(e) Except as set forth in Section 2.3(e) of the Company Disclosure Schedule, and except for (i) shares indicated as issued and outstanding on February 2911, 2008 2004 in Section 2.3(a) and (ii) shares issued after February 29, 2008, such date upon (A) the exercise of outstanding Company Options listed in Section 2.3(b) of the Company Disclosure Schedule, Schedule or granted after the date of this Agreement without violating the terms of this Agreement or (B) the vesting exercise of outstanding purchase rights in accordance with the Company Restricted Stock Awards and Company RSUs listed Purchase Plan in an amount not in excess of the number indicated as reserved for such purpose in Section 2.3(c), there are not as of the date hereof, and at the Effective Time there will not be, any shares of Company Common Stock issued and outstanding.
(f) Company's authorized capital stock consists solely of the Company Disclosure Schedule, or (CCommon Stock described in Section 2.3(a) and the exercise of outstanding Company Warrants listed Preferred Stock described in Section 2.3(d). Except as set forth in Section 2.3(f)(i) of the Company Disclosure Schedule, there are not as of the date hereof, and at the Effective Time, except as set forth in Section 2.3(e) of the Company Disclosure Schedule, Time there will not be, any shares of Company Common Stock issued and outstanding.
(f) Other than Company Options listed in Section 2.3(b) of the Company Disclosure Schedule, the Company Restricted Stock Awards listed in Section 2.3(c) of the Company Disclosure Schedule, the Company RSUs listed in Section 2.3(c) of the Company Disclosure Schedule, and the Company Warrants listed in Section 2.3(d) of the Company Disclosure Schedule, and except as set forth in Section 2.3(f) of the Company Disclosure Schedule, there are not, as of the date of this Agreement, authorized or outstanding any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, or other agreements agreements, claims or commitments of any nature whatsoever obligating the Company to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, additional shares of the capital stock or other securities of the Company or obligating the Company to grant, extend or enter into any such agreement. Except as set forth , other than Company Options listed in Section 2.3(f2.3(b) of the Company Disclosure Schedule, Schedule or granted after the date of this Agreement without violating the terms of this Agreement and rights to purchase shares of Company Common Stock pursuant to the knowledge Company Purchase Plan in an amount not in excess of the number indicated as reserved for such purpose in Section 2.3(c). To the Knowledge of Company, as of the date of this Agreement, there are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of Company. "Knowledge of Company" means the Companyactual knowledge after reasonable inquiry of the individuals named in Section 2.3(f)(ii) of the Company Disclosure Schedule.
(g) The Company has no outstanding bonds, debentures, notes or other indebtedness, which have the right to vote on any matters on which stockholders may vote or which have the right to be converted into Company Common Stock or Company Preferred Stock.
Appears in 1 contract
Samples: Merger Agreement (Genzyme Corp)
