Capitalization of Purchaser. The entire authorized capital stock of Purchaser consists of 75,000,00 shares of common stock having a par value of $0.001 per share, of which 6,549,900 shares are issued and outstanding. All issued and outstanding shares of Purchaser Common Stock have been duly authorized, are validly issued, fully paid and nonassessable. There are no outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which Purchaser is a party or which are binding upon Purchaser providing for the issuance, disposition or acquisition of any of its capital stock, nor any outstanding or authorized stock appreciation, phantom stock or similar rights with respect to Purchaser.
Capitalization of Purchaser. Purchaser is a Subsidiary of Parent.
Capitalization of Purchaser. The authorized capital stock of --------------------------- Purchaser consists of 1,000 shares common stock, par value $0.01 (the "Purchaser --------- Common Stock"). As of the date hereof, 1,000 shares of Purchaser Common Stock ------------ are outstanding, all of which (i) were validly issued, and are fully paid and nonassessable and (ii) are owned, directly or indirectly, by Parent.
Capitalization of Purchaser. (a) The authorized capital stock of Purchaser consists of 50,000,000 shares of Purchaser Common Stock, of which 2,939,130 shares are issued and outstanding as of the date of this Agreement. As of the Closing Date, the authorized capital of Purchaser will consist of up to 50,000,000 shares of common stock of which the number of issued and outstanding shares will be as described in the Registration Statement. All of the shares of Purchaser Common Stock representing the Consideration to be issued to the Shareholders upon conversion of the Shares, when issued in accordance with this Agreement, will be duly authorized and validly issued, and will be fully paid and non-assessable, free and clear of all Liens.
(b) Except for this Agreement and the other Combination Agreements and as disclosed on Schedule 5.2(b), there are no (i) equity interests, profit interests or voting securities in Purchaser, (ii) securities convertible or exchangeable into any equity interest or profit interests of Purchaser, (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating Purchaser to issue, transfer, sell, repurchase, or redeem any Equity Interests of Purchaser, including the Purchaser Common Stock, (iv) outstanding or authorized stock appreciation, phantom, or similar rights with respect to Purchaser, and (v) voting trusts, shareholder agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the Purchaser Common Stock or any other equity interests in Purchaser.
(c) Except for this Agreement and the other Combination Agreements, there are no Contracts to which Purchaser or is Subsidiaries are a party which require Purchaser or its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Interests or similar equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except as disclosed on Schedule 5.2(c), Purchaser (i) does not directly or indirectly own, or (ii) have any interest in or right to acquire, any Equity Interests of any other Person.
(d) There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of Purchaser.
Capitalization of Purchaser. Purchaser is a Subsidiary of BGCP.
Capitalization of Purchaser. (a) The authorized capital stock of Purchaser consists of (i) 1,000,000,000 shares of Purchaser common stock, par value $0.01 per share and (ii) 5,000,000 shares of preference stock, par value $0.01 per share, of which 100,000 shares have been designated Series A Junior Participating Preferred Stock, par value $0.01 per share, and which were reserved for issuance upon exercise of Rights issued pursuant to the Rights Agreement. As of March 31, 2009, there were outstanding 247,818,391 shares of Purchaser common stock (each together with a Right), 186,013 shares of Purchaser restricted stock with voting rights, employee stock options and stock-settled stock appreciation rights to purchase an aggregate of 9,380,001 shares of Purchaser common stock (of which options and stock-settled stock appreciation rights to purchase an aggregate of 5,125,830 shares of Purchaser common stock were exercisable), restricted stock units to purchase an aggregate of 155,140 shares of Purchaser common stock (of which none were vested), performance shares representing upon issuance 282,247 shares of Purchaser common stock (if vested at target) and there were no shares of preferred stock outstanding. All outstanding shares of capital stock of Purchaser have been, and all shares that may be issued after the date of this Agreement and prior to the Closing will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are fully paid and nonassessable.
(b) As of the date of this Agreement, there are no outstanding obligations of Purchaser or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Purchaser Securities.
(c) Purchaser has reserved out of its authorized capital stock, a sufficient number of shares of Purchaser Common Stock to issue the LLC Interest Stock Consideration, the NextRx Stock Consideration and the NextRx Service Stock Consideration at the Closing.
Capitalization of Purchaser. The authorized capital stock of Purchaser consists of 200,000,000 shares of Purchaser Stock and 5,000,000 shares of preferred stock, par value $.01 per share, of Purchaser. As of November 30, 2001, 63,802,563 shares of Purchaser Stock were issued and outstanding. All of such issued and outstanding shares of Purchaser Stock are validly issued, fully paid and non-assessable and free of preemptive rights. As of the date hereof, 2,767,529 shares of Purchaser Stock were reserved for issuance upon exercise of outstanding options, warrants, calls, claims, rights (including without limitation any stock appreciation or similar rights), convertible securities or other agreements or commitments to purchase or otherwise acquire shares of Purchaser's capital stock. Except as set forth above and as otherwise contemplated by this Agreement, there are not now, and as of the Closing Date there will not be, any shares of capital stock of Purchaser issued or outstanding or any subscriptions, options, warrants, calls, claims, rights (including without limitation any stock appreciation or similar rights), convertible securities or other agreements or commitments of any character obligating Purchaser to issue, transfer or sell any of its securities. Except as disclosed in Schedule 4.2(g) hereto, none of Purchaser and its subsidiaries is party to any Contract or other obligation relating to or providing for registration rights with respect to its capital stock.
Capitalization of Purchaser. As of the date of this Agreement, the authorized capital stock of Purchaser consists of 20,000,000 shares of Common Stock, $0.001 par value per share, (referred to herein as "Purchaser Stock") and 1,000,000 shares of Preferred Stock, $0.001 par value per share ("Preferred Stock"). As of the date of this Agreement, no shares of Preferred Stock are issued and outstanding, and 10,087,373 shares of Purchaser Stock are issued and outstanding, all of which have been validly issued and are fully paid and nonassessable. As of the date of this Agreement, no shares of Purchaser Stock are held in the treasury of Purchaser or by its subsidiaries. 276,917 shares of Purchaser Stock have been reserved for issuance upon exercise of outstanding options awarded under Purchaser's 1986 Stock Option Plan (the "1986 Plan"; 415,000 shares of Purchaser Stock have been reserved for issuance upon exercise of outstanding options awarded under Purchaser's 1988 Stock Option Plan (the "1988 Plan") and 282,500 shares of Purchaser Stock have been reserved for issuance upon exercise of options awarded under Purchaser's 1996 Stock Option Plan the "1996 Plan"). In addition, 361,250 shares of Purchaser Stock have been reserved for issuance upon exercise of warrants granted by Purchaser to underwriters and others (the "Warrants"). Except for options granted under the 1986, 1988 and 1996 Plans and the Warrants, as of the date of this Agreement, there are no options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to Purchaser Stock pursuant to which Purchaser is or may become obligated to issue shares of Purchaser Stock. All of the shares of Purchaser Stock have the same voting and other rights.
Capitalization of Purchaser. The entire authorized capital stock of Purchaser consists of 100,000,000 shares of Purchaser Common Stock having a par value of $0.00001 per share and 100,000,000 shares of preferred stock having a par value of $0.00001 per share, of which 6,600,000 Purchaser Common Stock shares are issued and outstanding. All issued and outstanding shares of Purchaser Common Stock have been duly authorized, are validly issued, fully paid and nonassessable. There are no outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which Purchaser is a party or which are binding upon Purchaser providing for the issuance, disposition or acquisition of any of its capital stock, nor any outstanding or authorized stock appreciation, phantom stock or similar rights with respect to Purchaser.
Capitalization of Purchaser. As of the date hereof, the authorized capital stock of Purchaser consists of 65,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of the date hereof and immediately prior to the Effective Time, there are 5,033,450 shares of common stock, par value $0.001, issued and outstanding and no shares of preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of this Agreement, Purchaser has no outstanding options, warrants, rights or commitments to issue shares of common stock or any capital stock or other securities of Purchaser, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Purchaser’s common stock or any capital stock or other securities of Purchaser. There is no voting trust, agreement or arrangement among any of the beneficial holders of Purchaser’s common stock affecting the nomination or election of directors or the exercise of the voting rights of Purchaser’s common stock. There are no registration rights or similar rights applicable to any shares of Purchaser’s common stock or any capital stock or other securities of Purchaser. All outstanding shares of the capital stock of Purchaser are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Purchaser’s common stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.
