Capitalization Matters. 3.3.1. Immediately prior to the Initial Closing and any Subsequent Closing, if and as applicable, the total authorized capital stock of the Company, consists of: (a) 100,000,000 shares of common stock; and (b) 10,000,000 shares of preferred stock, of which none are issued and outstanding.
Capitalization Matters. Issue or sell any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists on the date of this Agreement, or issue, grant, or sell any options, stock appreciation or purchase rights, warrants, conversion rights or other rights, securities or commitments obligating it to issue or sell any shares of its capital stock, or any securities or obligations convertible into, or exercisable or exchangeable for, any shares of its capital stock, other than the issuance of shares of Common Stock pursuant to the 28 Confidential Treatment Requested conversion, exercise or exchange of securities therefore outstanding as of the date of this Agreement in accordance with their terms, or form any Subsidiary or acquire any equity interest in any other Person;
Capitalization Matters. (i) issuing shares of capital stock or securities convertible into shares, or warrants, options or other rights to acquire shares or limited liability interests, partnership interests or Interests (including Common Units and Profits Interest Units, but not including Class B Units) in the Company or any of its Subsidiaries (including any such actions taken in connection with the admission of an Additional Member under Section 3.9, but excluding any issuances to the Company or a wholly-owned Subsidiary of the Company); provided, that, in any such case, issuance of Interests shall be subject to Section 6.4(b);
Capitalization Matters. 3.7.1. Prior to any Credit Extension subsequent to the initial Credit Extension, Borrower shall have issued to Banyan Mezzanine Fund, L.P. (“Banyan”), and certain other investors, if applicable, subordinated debentures and warrants of Borrower, for an initial aggregate purchase price of $1,500,000, and otherwise subject to terms and conditions acceptable to Bank in its discretion. Such terms and conditions shall include that the subordinated debentures and warrants referred to in the foregoing sentence shall be Subordinated Debt, pursuant to the provisions of an intercreditor and/or subordination agreement, in form and substance satisfactory to Bank, between or among Bank and Banyan and such other investors, if applicable. Additional, subsequent subordinated debentures and warrants are anticipated in the future and Borrower hereby agrees that such subsequent subordinated debentures and warrants shall be subject to terms and conditions acceptable to Bank in its discretion and shall be Subordinated Debt pursuant to the provisions of an intercreditor and/or subordination agreement, in form and substance satisfactory to the Bank.
Capitalization Matters. Each Shareholder is the beneficial and record owner of all right, title and interest in and to the Capital Stock set forth opposite such Shareholder’s name on Schedule 3.1. The shares of Capital Stock are free and clear of any Lien and are not subject to any restriction with respect to their transferability (other than restrictions set forth in this Agreement or under applicable federal and state securities laws). No Shareholder has granted to any third party any rights in the Capital Stock. Except for the shares of Capital Stock there are no other Equity Interests in or to the Company or other agreements of any character requiring the issuance, sale, registration, voting or transfer of any shares of Capital Stock or other interest of the Company, including, without limitation, any other securities or any instruments convertible into or exchangeable or exercisable for securities of the Company. Following the consummation of the transactions contemplated hereby at Closing, Purchaser will be the sole holder (beneficially and of record) of all Equity Interests in or to the Company.
Capitalization Matters. The capitalization of the Company is as set forth on Schedule 3.1(g). No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g), other than as a result of the purchase and sale of the Securities and the Company Preferred Stock, there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Company Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Company Common Stock or Common Stock Equivalents. Except for the issuance and sale of the Company Preferred Stock, the issuance and sale of the Securities will not obligate the Company to issue shares of Company Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities or the Company Preferred Stock. Except as set forth on Schedule 3.1(g), there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
Capitalization Matters. Issue or sell any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists on the date hereof, or issue, grant, or sell any options, stock appreciation or purchase rights, warrants, conversion rights or other rights, securities or commitments obligating it to issue or sell any shares of its capital stock, or any securities or obligations convertible into, or exercisable or exchangeable for, any shares of its capital stock, other than the issuance of shares of Common Stock pursuant to the conversion, exercise or exchange of securities therefore outstanding as of the date hereof in accordance with their terms;
Capitalization Matters. (i) issuing any Company Securities, other than (i) pursuant to a management equity plan approved by the Board and (ii) pursuant to a Subsequent Drawdown;
Capitalization Matters. Promptly following the execution and delivery of this Agreement, EpiCept shall file the Conversion Amendment with the Secretary of State of the State of Delaware. Following the EpiCept Conversions and prior to the Effective Time, EpiCept shall effect a 1-for-4 reverse stock split of the outstanding EpiCept Common Stock by filing the Reverse Split Amendment with the Secretary of State of the State of Delaware.
Capitalization Matters. (a) The BMP Securities are owned by the BMP Sellers as set forth on Schedule 3.3(a). The BMP Securities owned by BMP Sellers represent all of the outstanding Equity Securities of BMP. BMP Sellers own the BMP Securities as set forth on Schedule 3.3(a) free and clear of all Liens, encumbrances, and other restrictions except for Liens that will be released at the Closing and Liens under applicable securities Laws or the Governing Documents of BMP. All of the BMP Securities are duly and validly issued and outstanding. There are no outstanding subscriptions, options, warrants, commitments, preemptive rights, agreements, arrangements or commitments of any kind for or relating to the issuance, sale, registration or voting of, or outstanding securities convertible into or exchangeable for, any Equity Securities of BMP. Upon the consummation of the Transactions, BMP Sellers will, as a result of the First Merger, sell and transfer to Buyer good, valid and marketable title to the BMP Securities, free and clear of any Liens or any other restrictions, voting rights, rights of first refusal, co-sale rights or similar rights or adverse claims.
