Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 20,000,000 Shares, of which 12,736,747 Shares were issued and outstanding as of the close of business on October 31, 2018 and 14,246 Shares were held in the treasury of the Company on October 31, 2018 and (ii) 1,000,000 shares of Company Preferred Stock, of which no shares are issued or outstanding.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Altair Engineering Inc.), Agreement and Plan of Merger (Datawatch Corp)
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 20,000,000 200,000,000 Shares, of which 12,736,747 57,364,623 Shares were had been issued and were outstanding as of the close of business on October 31August 24, 2018 and 14,246 Shares were held in the treasury of the Company on October 31, 2018 2017 and (ii) 1,000,000 10,000,000 shares of Company Preferred Stock, of which no shares are issued or outstanding. All of the outstanding Shares and the outstanding equity interests of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gilead Sciences Inc), Agreement and Plan of Merger (Kite Pharma, Inc.)
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 20,000,000 495,000,000 Shares, of which 12,736,747 115,331,648 Shares were had been issued and were outstanding as of the close of business on October 31January 18, 2018 and 14,246 Shares were held in the treasury of the Company on October 31, 2018 2018; and (ii) 1,000,000 5,000,000 shares of Company Preferred Stock, of which no shares are have been issued or are outstanding. All of the issued and outstanding Shares are duly authorized and validly issued, and are fully paid and nonassessable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Juno Therapeutics, Inc.), Agreement and Plan of Merger (Celgene Corp /De/)
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 20,000,000 100,000,000 Shares, of which 12,736,747 45,690,547 Shares were have been issued and are outstanding as of the close of business on October 317, 2018 and 14,246 Shares were held in the treasury of the Company on October 31, 2018 2021; and (ii) 1,000,000 5,000,000 shares of Company Preferred Stockthe Company’s preferred stock, $0.001 par value per share, of which no shares are have been issued or are outstanding. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Supernus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Adamas Pharmaceuticals Inc)
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 20,000,000 90,000,000 Shares, of which 12,736,747 Shares were 57,176,285 shares have been issued and are outstanding as of the close of business on October 31, 2018 and 14,246 Shares were held in the treasury day immediately preceding the date of the Company on October 31, 2018 this Agreement; and (ii) 1,000,000 10,000,000 shares of Company Preferred Stock, Stock of which no shares are have been issued or are outstanding. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Anadys Pharmaceuticals Inc)
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 20,000,000 80,000,000 Shares, of which 12,736,747 Shares were 29,828,204 shares have been issued and are outstanding as of the close of business on October 31September 19, 2018 and 14,246 Shares were held in the treasury of the Company on October 31, 2018 2013; and (ii) 1,000,000 20,000,000 shares of Company Preferred Stock, of which no shares are have been issued or are outstanding. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Greenway Medical Technologies Inc)
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 20,000,000 90,000,000 Shares, of which 12,736,747 41,808,235 Shares were had been issued and were outstanding as of the close of business on October 31September 25, 2018 and 14,246 Shares were held in 2023 (the treasury of the Company on October 31, 2018 “Capitalization Date”); and (ii) 1,000,000 5,000,000 shares of Company Preferred Stock, of which no shares are issued or outstanding. All of the outstanding shares of the capital stock of the Company have been duly authorized and validly issued, and are fully paid and nonassessable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intercept Pharmaceuticals, Inc.)
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 20,000,000 Sharesof 25,000,000 shares of Company Common Stock, of which 12,736,747 Shares 5,735,561 shares were issued and outstanding as of June22, 2007. The Company holds 6,275,561shares of its capital stock in its treasury. There are no outstanding stock appreciation rights, equity equivalents or phantom stock with respect to the close of business on October 31, 2018 and 14,246 Shares were held in the treasury capital stock of the Company on October 31, 2018 and (ii) 1,000,000 shares of Company Preferred Stock, of which no shares are issued or outstandingCompany.
Appears in 1 contract
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 20,000,000 120,000,000 Shares, of which 12,736,747 48,980,204 Shares were have been issued and or are outstanding as of the close of business on October 31, 2018 and 14,246 Shares were held in the treasury of the Company on October 31, 2018 Reference Date; and (ii) 1,000,000 7,500,000 shares of Company Preferred Stock, none of which no shares are issued or outstandingoutstanding as of the close of business on the day immediately preceding the date of this Agreement. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable.
Appears in 1 contract
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 20,000,000 200,000,000 Shares, of which 12,736,747 32,404,757 Shares were have been issued and or are outstanding as of the close of business on October 31, 2018 and 14,246 Shares were held in the treasury of the Company on October 31, 2018 Reference Date; and (ii) 1,000,000 10,000,000 shares of Company Preferred Stock, none of which no shares are issued or outstandingoutstanding as of the close of business on the Reference Date. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable.
Appears in 1 contract
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 20,000,000 500,000,000 Shares, of which 12,736,747 33,236,216 Shares were have been issued and or are outstanding as of the close of business on October 31, 2018 and 14,246 Shares were held in the treasury of the Company on October 31, 2018 Reference Date; and (ii) 1,000,000 20,000,000 shares of Company Preferred Stock, none of which no shares are issued or outstandingoutstanding as of the close of business on the Reference Date. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Principia Biopharma Inc.)
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 20,000,000 200,000,000 Shares, of which 12,736,747 32,066,998 Shares were issued and outstanding as of the close of business on October 31May 4, 2018 and 14,246 Shares were held in the treasury of the Company on October 31, 2018 2015 and (ii) 1,000,000 25,000,000 shares of Company Preferred Stock, of which no shares were issued and outstanding as of the close of business on May 4, 2015. All of the outstanding Shares have been duly authorized and validly issued, and are issued or outstandingfully paid and nonassessable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pitney Bowes Inc /De/)
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 20,000,000 155,000,000 Shares, of which 12,736,747 77,909,511 Shares were had been issued and were outstanding as of the close of business on October 31November 12, 2018 and 14,246 Shares were held in 2021 (the treasury of the Company on October 31, 2018 and (ii) 1,000,000 shares of Company Preferred Stock, of which no shares are issued or outstanding“Capitalization Date”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dicerna Pharmaceuticals Inc)