Capitalization of the Purchaser. The entire authorized capital stock and other equity securities of the Purchaser consist of 100,000,000 shares of common stock with a par value of $0.001 (the “Purchaser Common Stock”). As of the date of this Agreement, there are 45,500,000 shares of Purchaser Common Stock issued and outstanding. All of the issued and outstanding shares of Purchaser Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights or other rights, agreements or commitments obligating the Purchaser to issue any additional shares of Purchaser Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from the Purchaser any shares of Purchaser Common Stock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the Purchaser Common Stock, no voting agreements, voting trusts or other arrangements restricting or affecting the voting of the Purchaser Common Stock.
Capitalization of the Purchaser. The Share Consideration will have been validly issued, fully paid and nonassessable as of the Closing. Upon the Closing, the Seller will acquire title to the Share Consideration, free and clear of all Lien. Except as set forth in SCHEDULE D of this Agreement, which correctly and accurately reflects (i) the aggregate number of issued and outstanding ordinary shares of the Purchaser as of the date of the Closing, and (ii) the aggregate number of ordinary shares issuable under all outstanding options, all outstanding warrants and all other outstanding securities or obligations which, by their terms, whether directly or indirectly, may be exercisable or exchangeable for, convertible into, or require the Purchaser to issue, ordinary shares of the Purchaser, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Purchaser any shares of the Purchaser, or any securities convertible into or exchangeable for shares of the Purchaser.
Capitalization of the Purchaser. The authorized capital stock of the Purchaser 300,000,000 shares of Purchaser’s common stock, $.0001 par value (the “Common Stock”), with 166,535,100 shares of Common Stock currently issued and outstanding and such shares are duly authorized, validly issued, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any Person. The offer, issuance and sale of such shares of Purchaser’s Common Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities laws and (c) accomplished in conformity with all other applicable securities laws. None of such shares of Purchaser’s Common Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” law. The Purchaser has no outstanding options, rights or commitments to issue Purchaser’s Common Stock or other Equity Securities (as defined below) of the Purchaser, and there are no outstanding securities convertible or exercisable into or exchangeable for Purchaser’s Common Stock or other Equity Securities of the Purchaser. For purposes of this Agreement, “Equity Security” shall mean any stock or similar security of an issuer or any security (whether stock or Indebtedness for Borrowed Money (as defined below)) convertible, with or without consideration, into any stock or other equity security, or any security (whether stock or Indebtedness for Borrowed Money) carrying any warrant or right to subscribe to or purchase any stock or similar security, or any such warrant or right.
Capitalization of the Purchaser. As of the Closing Date, all of the Purchaser Shares will be duly authorized. Upon consummation of the transactions contemplated by this Agreement, each of the Sellers shall own all of the Purchaser Shares as set forth opposite such Seller’s name under column 3 titled “Non-Contingent Consideration” of Part A of Schedule 1 attached hereto, free and clear of all Encumbrances, other than restrictions on transfer under this Agreement or the other Transaction Documents, any of the applicable Charter Documents of the Purchaser, any of the existing restrictions set forth in the Purchaser Shares as of the Closing Date or any state and federal securities Laws and all of the Purchaser Shares shall be validly issued, fully paid and non-assessable. The Purchaser has, and will continue to have through the Closing, sufficient authorized but unissued Equity Securities of the Purchaser to meet its obligation to deliver the Purchaser Shares under this Agreement.
Capitalization of the Purchaser. (a) As of April 4, 2003, the Purchaser's capital stock consists of 2,095,999,003 issued and outstanding Ordinary Shares ("Ordinary Shares") and 3,215,474,597 issued and outstanding Preferred Limited Voting Ordinary Shares ("Preferred Limited Voting Ordinary Shares"). As of April 4, 2003, 463,634,561 American Depositary Receipts ("American Depositary Receipts") were on issue representing American Depositary Shares ("American Depositary Shares") of the Purchaser (such American Depositary Shares are hereinafter referred to as the "Purchaser Stock"), each of which represents four (4) issued and outstanding Preferred Limited Voting Ordinary Shares of the Purchaser. Except as may be otherwise disclosed by the Purchaser to GM and Xxxxxx prior to the first day during which the 20-Day Average Purchaser Stock Price is to be calculated pursuant to the Merger Agreement: (i) since April 4, 2003, there have been no changes (other than to the number of outstanding shares) to the Purchaser's capital stock, including the classes and series; powers, designations, preferences and rights; qualifications, limitations and restrictions; and terms and provisions thereof; (ii) there is no stockholder rights plan issued by the Purchaser with respect to its securities; and (iii) the Purchaser has no authorized or outstanding bonds, debentures, notes or other obligations or securities, the holders of which have (or upon the occurrence of certain specified events would have) the right to vote with shareholders of the Purchaser on any matter. Each outstanding share of the Purchaser capital stock is duly authorized and validly issued, fully paid and non-assessable, and has not been issued in violation of any preemptive or similar rights.
(b) Each Preferred Limited Voting Ordinary Share to be issued and deposited by the Purchaser pursuant to the Deposit Agreement in connection with any Purchaser Stock to be issued by the Depositary in connection with the Stock Sale and the Merger will be duly authorized and, when issued and delivered in accordance with the terms of this Agreement and the Merger Agreement, respectively, validly issued, fully paid and nonassessable, free and clear of all Encumbrances and will not be issued in violation of any preemptive or similar rights. The Purchaser Stock to be issued by the Depositary in connection with the Stock Sale and the Merger will be issued under the terms of the Deposit Agreement. As of the Closing, the Deposit Agreement shall be a legal, valid...
Capitalization of the Purchaser. The authorized capital stock of the Purchaser consists of 100,000,000 shares of common stock, of which 61,151,571 shares are issued and outstanding and 10,000,000 shares of preferred stock, of which none are issued and outstanding. The issued and outstanding shares of the capital stock of the Purchaser and the equity interests of each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. As of the date hereof, the Purchaser has issued stock options, common stock purchase warrants or other securities or instruments exercisable for or convertible or exchangeable into, an aggregate of 13,579,976 shares of the Purchaser’s common stock, 6,287,476 of which have vested and are currently issuable under their respective terms.
Capitalization of the Purchaser. The authorized capital stock of the Purchaser consists of 1,000 shares of Purchaser Common Stock. As of the date hereof, 100 shares of Purchaser Common Stock are outstanding, all of which (i) were validly issued, and are fully paid and nonassessable and (ii) are owned by Parent.
Capitalization of the Purchaser. Schedule 5.9 sets forth, with respect to the Purchaser, (i) Purchaser’s authorized capital, (ii) the number of Purchaser’s securities that are outstanding, and (iii) the number of securities convertible into or exercisable or exchangeable for the Purchaser’s securities. Except as set forth in the Exchange Act Filings, there is no Contract that requires or under any circumstance would require the Purchaser to issue, or grant any right to acquire, any securities of the Purchaser, or any security or instrument exercisable or exchangeable for or convertible into, the capital stock of the Purchaser or to merge, consolidate, dissolve, liquidate, restructure, or recapitalize the Purchaser.
Capitalization of the Purchaser. (a) The authorized capital stock of the Purchaser consists of an unlimited number of Common Shares, an unlimited number of preferred shares and an unlimited number of Restricted Shares of which 92,172,028 Common Shares, nil preferred shares and nil Restricted Shares are issued and outstanding, prior to the completion of the transactions contemplated by this Agreement, the Firefly Transaction and the Subscription Receipt Agreement. All of the issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable, and were issued in compliance with all applicable Laws and are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the constating documents of the Purchaser or any Contract to which the Purchaser is a party or otherwise bound.
(b) Schedule 3.4.5 sets forth a true, correct and complete list of each registered holder of Common Shares, including the name of the holder of such Common Shares ("Common Shares Holders") and the number of Common Shares registered to such holders. The Common Shares Holders own, beneficially and of record, all of the outstanding shares of capital stock of the Purchaser.
(c) Schedule 3.4.5 sets forth, as of the date hereof, a true, correct and complete list of each outstanding option, warrant or other right to acquire Common Shares or other equity securities of the Purchaser or any interest in Common Shares or other equity securities of the Purchaser (each a "Derivative"), including the name of the holder of each such Derivative, the number of Common Shares or other equity securities subject to each such Derivative, and the exercise price per share of each such Derivative. All outstanding Derivatives have been duly authorized and validly issued, are fully paid and were issued in compliance with all applicable Laws and are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the constating documents of the Purchaser or any Contract to which the Purchaser is a party or otherwise bound.
(d) Other than the outstanding Derivatives and as set out on Schedule 3.4.5, pursuant to this Agreement, pursuant to the Firefly Transaction, the Purchaser has no: (i) outstanding options, warrants...
Capitalization of the Purchaser. (a) As of March 31, 2014, the Purchaser’s authorized capital stock consisted solely of 100,000,000 shares of Purchaser Common Stock, of which (i) 56,424,173 shares were issued and outstanding, (ii) no shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (iii) below) and (iii) 4,745,917 shares were reserved for issuance pursuant to stock plans for employees and directors of the Purchaser and its subsidiaries. As of March 31, 2014, other than as set forth in the first sentence hereof, there were no outstanding subscriptions, options, warrants, puts, calls, agreements, claims or other commitments or rights of any type to which the Purchaser is bound relating to the issuance, sale or transfer by the Purchaser of any equity securities of the Purchaser, nor are there outstanding any securities that are convertible into or exchangeable for any shares of capital stock of the Purchaser.
(b) Each outstanding share of Purchaser Common Stock is, and all shares of Purchaser Common Stock to be issued in connection with the transactions contemplated hereby will be, duly authorized and validly issued, fully paid and nonassessable and will not be issued in violation of any preemptive or similar rights.
