Capitalization; No Subsidiaries. (a) The Interests constitute 100% of the fully diluted issued and outstanding equity interests of the Company. All such issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable and are owned beneficially and of record by Seller, free and clear of all Liens, other than Liens arising under securities Laws.
(b) The Company does not have any Subsidiaries.
(c) There are no shares of capital stock or other equity interests or voting or non-voting securities of the Company, other than the Interests. There are (i) no securities of the Company convertible into, exercisable or exchangeable for shares of capital stock, other equity interests or voting or non-voting securities of the Company, (ii) no outstanding or authorized options, warrants, purchase rights, subscription rights, rights of first refusal, preemptive rights, conversation rights, exchange rights or other Contracts that could require the Company to issue, sell or otherwise cause to become outstanding any of its capital stock or equity interests, (iii) no outstanding or authorized calls, stock appreciation, phantom stock, profit participation or similar rights with respect to the Company and (iv) no repurchase, redemption or other obligation to acquire for value any shares of any class of capital stock or equity interests of the Company. There is no voting trust or other Contract to which the Company is a party, or to the knowledge of the Company, any other voting agreement or understanding, with respect to the voting of the capital stock, securities or other equity interests of the Company.
Capitalization; No Subsidiaries. (i) The authorized capital stock of the Company at the Closing shall consist of 1,000,000,000 Common Shares with $0.00001 par value per share. Immediately following the Closing, after giving effect to the issuance of the Contribution Shares and the Subscription Shares, there will be 950,000,000 Common Shares issued and outstanding, with 5,000,000 Common Shares reserved for issuance pursuant to the 2018 Equity Incentive Plan.
(ii) Except for the Company Subsidiaries, the Company has no other Subsidiaries.
Capitalization; No Subsidiaries. The authorized number of shares of Seller is 100,000, all of one class, of which 100,000 are issued and outstanding, and all of which are owned beneficially and of record by the Shareholders. Seller has no subsidiaries.
Capitalization; No Subsidiaries. Schedule 4.2 sets forth the names of all of the beneficial and record owners of the shares of common stock of the Seller and the number of shares held by each such owner. The shares of common stock of the Seller owned of record and beneficially by the Shareholders are owned free and clear of all Liens. Except as set forth on Schedule 4.2, no person has any options or other right to acquire any capital stock of the Seller. The Seller does not own any equity interest in any entity.
Capitalization; No Subsidiaries. The Shareholder owns all of the issued and outstanding stock of Seller and no other person has any interest therein or in any of the Purchased Assets, including any of the Benefited Parties. There are no subscriptions, options, warrants, calls or rights of any kind to purchase or otherwise acquire stock or any other ownership interests of any kind of Seller; there are no securities convertible into, or exchangeable for any stock; and there have been no authorizations therefor given and there are no agreements or commitments obligating Seller to issue, sell or acquire any stock or any similar rights of any kind with respect thereto. There are no outstanding or authorized phantom equity, profit participation or similar rights with respect to Seller, except as set forth on Schedule 3.23. Seller does not own any capital stock, partnership, membership or other equity interest of any kind or description in any Person.
Capitalization; No Subsidiaries. X. Xxxxxxxx owns all of the issued and outstanding stock of Seller and no other person has any interest therein or in any of the Purchased Assets. There are no subscriptions, options, warrants, calls or rights of any kind to purchase or otherwise acquire stock or any other ownership interests of any kind of Seller; there are no securities convertible into, or exchangeable for any stock; and there have been no authorizations therefor given and there are no agreements or commitments obligating Seller to issue, sell or acquire any stock or any similar rights of any kind with respect thereto. There are no outstanding or authorized phantom equity, profit participation or similar rights with respect to Seller. Seller does not own any capital stock, partnership, membership or other equity interest of any kind or description in any Person.
Capitalization; No Subsidiaries. The authorized capital stock of the Company consists solely of 1,248,440 shares of common stock, no par value per share, of which 1,248,440 shares are issued and outstanding and no shares are held in treasury. All outstanding shares of the Company’s common stock have been duly and validly authorized and issued, are fully paid and nonassessable, and all such shares are held of record and owned beneficially by the Shareholders in the amounts set forth on Schedule I. No shares of the Company’s common stock have been issued in violation of any preemptive rights. The Company has no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, preemptive rights or other contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any of its capital stock or securities convertible or exchangeable for, or any options, warrants, or rights to purchase, any of such capital stock. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. The Company does not own, directly or indirectly, any interest in any corporation, partnership, joint venture or other Person.
Capitalization; No Subsidiaries. (a) The entire authorized and issued capital stock of the Company is as of the date hereof and will be at the Closing, as set forth on Schedule 3.4(a) attached hereto. Schedule 3.4(a) includes a list of the principal record holders of the Company's securities and the number or amount of such securities each owns. Except as set forth in Schedule 3.4(a), the Company holds no shares of its capital stock in its treasury. The Company has duly authorized the issuance of 800,000 shares of Common Stock for issuance to the Buyers pursuant to this Agreement. When issued in accordance with the terms of this Agreement, the Common Stock will be validly issued and outstanding, fully paid and nonassessable. The Common Stock, $0.001 par value of the Company issuable upon exercise of the Warrants purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.
(b) Except as set forth in Schedule 3.4(b), there are no outstanding options, warrants or other rights to purchase or acquire from the Company, or exchangeable for or convertible into, any shares of Common Stock. The Company has reserved (i) a total of 750,000 shares of its Common Stock (the "Reserved Employee Shares") for purchase upon exercise of options granted or to be granted in the future to directors, employees and consultants under the Company's 1998 Option Plan (the "Option Plan") between the Company and certain employees and consultants of the Company as identified in Schedule 3.4(a), of which 531,050 option shares have been granted and are outstanding as of the date hereof and (ii) a total of 200,000 shares of its Common Stock for purchase by the Company's employees pursuant to the Company's 2000 Employee Stock Purchase Plan of which no shares have been granted and are outstanding as of the date hereof. There are no preemptive rights with respect to the issuance or sale by the Company of the Units that have not been properly waived. Except as provided in the Ancillary Agreements and agreements executed and delivered pursuant to the Option Plan or as imposed by applicable securities laws, upon the Closing there will be no restrictions on the transfer or voting of any shares of the Company's Common Stock other than restrictions on transfer necessary to prese...
Capitalization; No Subsidiaries. Company's authorized capital stock consists of (a) 1,000 shares of Company Common Stock, of which 170 shares are issued and outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants or other rights to acquire, or any securities or obligations convertible into or exchangeable for, any shares of the capital stock of Company which have been issued or granted by or are binding upon Sellers or Company or, to the knowledge of Sellers, by any other Person. Each Seller is the record and beneficial owner of the number of shares of Company Common Stock set forth opposite such person's name on Schedule 2.4, free and clear of all Encumbrances. Company has no Subsidiaries. The delivery to Purchaser at Closing of certificates evidencing all outstanding Company Common Stock will convey and transfer to Purchaser, good, complete and marketable title to all capital stock of Company, free and clear of restrictions or conditions to transfer or assignment (other than restrictions on transfer imposed by federal or state securities laws) and free and clear of all defects of title or Encumbrances.
Capitalization; No Subsidiaries. (i) The capitalization of the Company is as set forth in the Disclosure Annex. Except as disclosed in the Disclosure Annex, the Company has not issued any capital stock since the Company’s most recently filed periodic or current report under the 1934 Act, as the case may be, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of Common Shares to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Share Equivalents outstanding as of the date of this Agreement. Except as a result of the purchase and sale of the Notes and Shares or as set forth in the Disclosure Annex, there are no outstanding options, warrants, scrip 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 Common Shares or Common Share Equivalents, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Common Shares or Common Share Equivalents.
(ii) Except as set forth in the Disclosure Annex, all issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable.
(iii) The Company has no beneficial interest in any entity that would be deemed to be a Subsidiary of the Company.
