Capitalization; Ownership of Shares. (a) Section 3.03(a) of the Disclosure Schedule sets forth a list of each Transferred Subsidiary, and sets forth, for each Transferred Subsidiary, the name, type of entity, jurisdiction and date of its incorporation or organization, its authorized capital stock, the number and type of its issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary and all of the Persons owning all the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary. All the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary have been validly issued and are fully paid and nonassessable and are owned, directly or indirectly, by Guidant, the applicable Share Seller or by a Transferred Subsidiary free and clear of all Encumbrances and free of any restriction on the right to vote, sell or otherwise dispose of such issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary. Except as set forth in Section 3.03(a) of the Disclosure Schedule and except for this Agreement, there are no options, warrants, calls, subscriptions, convertible securities or other rights, securities, agreements, arrangements or commitments relating to the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary or obligating Guidant or its Affiliates to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock or similar ownership interests of any Transferred Subsidiary, or grant, extend or enter into any such agreement, arrangement or commitment. The Shares constitute all the issued and outstanding capital stock of the Transferred Subsidiaries. There are no outstanding contractual obligations of Guidant or its Affiliates to repurchase, redeem or otherwise acquire any Shares or any other interest in the Transferred Subsidiaries.
(b) Section 3.03(b) of the Disclosure Schedule sets forth a true and complete list of each investment by Guidant or any of its Affiliates in other Persons (other than Affiliates of Guidant) engaged in the vascular interventional or endovascular solutions businesses.
Capitalization; Ownership of Shares. The authorized capital stock of SELLER consists of 90,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). As of October 31, 2017, there are 40,217,090 shares of Common Stock issued and/or issuable on a fully diluted basis, as follows: 29,001,486 shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights, (ii) 4,233,666 shares of Common Stock issuable upon exercise of outstanding warrants and stock options; (iii) 2,841,930 shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock and (iv) 4,140,008 shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (collectively the “Securities”). As of October 31, 2017, there are 4,810,154 shares of Preferred Stock issued and outstanding, consisting of 1,705,154 shares of Series A Convertible Preferred Stock and 3,105,000 shares of Series B Convertible Preferred Stock. Except for the transactions contemplated hereby and as described herein or in the SELLER’S SEC FILINGS (as defined below), there are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Common Stock or obligating SELLER to issue or sell any shares of Common Stock, or any other interest in, SELLER. All outstanding shares of capital stock of SELLER were issued, sold and delivered in material compliance with all applicable federal and state securities laws. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement or otherwise. The issue and sale of the Shares will not obligate SELLER to issue shares of Common Stock or other securities to any person (other than the PURCHASERS) and will not result in a right of any holder of SELLER securities to adjust the exercise, conversion, exchange or reset price under such securities.
Capitalization; Ownership of Shares. (a) The authorized limited liability company interests of Master LLC consist of 50 Units as of the time immediately following the consummation of the Reorganization and immediately prior to the LLC Merger Effective Time will consist of 56.18 Units. As of the date of this Agreement, all the outstanding limited liability company interests of Master LLC are held by Holdco 1 free and clear of all Encumbrances. Except as set forth in Section 3.03(a) of the Disclosure Schedule, as of the time immediately after the consummation of the Reorganization and immediately prior to the LLC Merger Effective Time, all the outstanding limited liability company interests of Master LLC will be held by Holdco 1 and Holdco 2 free and clear of all Encumbrances. Except as set forth in Section 3.03(a) of the Disclosure Schedule, as of the date of this Agreement and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the limited liability company interests of Master LLC or obligating Holdco 1, Holdco 2 or Parent (or their Affiliates) to issue or sell any interests in Master LLC.
(b) The authorized capital stock of Medifax consists of 100 shares of common stock, par value $0.01 per share. As of the date of this Agreement and as of the Closing, 78 shares of the common stock of Medifax are and will be issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Medifax Shares or obligating either Parent, Holdco 1, Envoy or Medifax (or their Affiliates) to issue or sell any shares of Medifax common stock, or any other interest in, Medifax. The Medifax Shares constitute all the issued and outstanding capital stock of Medifax and (A) are owned of record by Envoy, (B) as of the time immediately after the consummation of the Reorganization will be owned of record by Holdco 1, and (C) on the Closing Date and immediately after the Corporate Merger Effective Time (and after giving effect to the Medifax Contribution) will be owned of record by the Surviving LLC, in each case, free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(b...
Capitalization; Ownership of Shares. (a) The outstanding shares of the Company (excluding, for purposes of this sentence and Section 2.4(c) only, any subsidiary of the Company) consist solely of the Shares held by Shareholder. Such Shares were duly authorized for issuance and are validly issued, fully paid and non-assessable, and were not issued in violation of any Stock Purchase Rights or any similar rights and have been issued in compliance in all material respects with all applicable Laws. Other than is set forth on Section 4.12 of the Company Disclosure Schedule, the Company has no debt securities or loans outstanding.
(b) Other than as contemplated by this Agreement and as is set forth on Section 4.12 of the Company Disclosure Schedule, there are no outstanding rights of first refusal or offer, preemptive rights, options, warrants, conversion rights, other rights or other agreements, either directly or indirectly, for the purchase or acquisition from the Company or Shareholder by any other Person of any securities or any other interest in the Company or any debt or equity securities or instruments convertible into or exchangeable for securities or any other interests in the Company (collectively, “Stock Purchase Rights”).
(c) Shareholder owns beneficially and of record 100% of the issued and outstanding Shares of the Company free and clear of any and all Liens. Shareholder has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to Buyer legal and beneficial ownership of such Shares, free and clear of any and all Liens. There is no agreement or understanding between or among Shareholder and any other Person(s) that relates to the voting or giving of written consents with respect to any securities of the Company.
Capitalization; Ownership of Shares as of the date hereof, the authorized capital stock of the Company consists of 300,000,000 authorized shares of common stock, $ 0.0001 par value per share, of which 12,756,656 were issued and outstanding, and 7,275,716 are reserved for issuance to employees, officers, directors and consultants pursuant to the Company’s stock option plans (pursuant to which options to purchase or other outstanding unissued grants for, in the aggregate, 4,961,174 shares are issued and outstanding). In addition, the Company has authorized the following classes of preferred stock as of the date hereof: 2,000,000 shares of Series A, $0.0001 par value per share, of which none were issued and outstanding, 12,500,000 shares of Series B, 0.0001 par value per share, of which none were issued and outstanding, 14,200,000 shares of Series C, $ 0.0001 par value per share, of which none were issued and outstanding. The Company further has the ability, under its Certificate of Incorporation, to create additional series of Preferred Stock, or additional shares of any of the above classes of Preferred Stock, without stockholder approval. Schedule 3.6(a) to the Schedule of Exceptions contains an accurate list of any person holding options, warrants or other rights to purchase any class of the Company’s capital stock (other than the Shares, Warrants, Conversion Shares, Warrant Shares, Contingent Warrants or Contingent Shares) and the holdings of each such person, and there are no other outstanding options, warrants, rights (including conversion or preemptive rights or rights of first offer) or agreements, orally or in writing, for the purchase, redemption or acquisition from the Company of any shares of its capital stock. All of the issued and outstanding shares of the Company are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with state and federal securities laws. Except for the Transaction Agreements and as set forth on Schedule 3.6(b) of the Schedule of Exceptions, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s knowledge, there is no agreement or understanding between any person that affects or relates to the voting or giving of written consents with respect to any security of the Company (including any voting agreements, voting trust agreements, shareholder agreements or similar agreements) or the voting by a director of the Company or the sale, transfer, registration or other disposi...
Capitalization; Ownership of Shares. (a) The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock and 2,000,000 shares of preferred stock, par value $1.00 per share (“Preferred Stock”). As of May 8, 2009, 99,923,718 shares of Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights. Except for issuances in the ordinary course of business consistent with past practice pursuant to the Stock Incentive Plans, (i) since May 8, 2009, the Company has not issued or sold any shares of Common Stock and (ii) there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares or obligating either the Company or any Subsidiary to issue, sell or purchase any shares of Common Stock, or any other interest in, the Company. There are no shares of Preferred Stock issued or outstanding, and none are reserved for issuance other than shares reserved for issuance pursuant to the Rights Agreement.
(b) The issuance of the Shares has been duly authorized by all necessary corporate action on the part of the Company, and no approval of the Company’s stockholders is required under any Law or under the regulations and policies of any securities exchange in connection therewith. Upon the issuance and sale of the Shares, such Shares will (A) be duly authorized by all necessary corporate action on the part of the Company, (B) be validly issued, fully paid and nonassessable, and (C) not have been issued in violation of any preemptive or other similar right. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares.
Capitalization; Ownership of Shares. The authorized capital stock of ----------------------------------- Parent consists of (i) 352,883,506 shares of common stock of which 100 million shares are designated as shares of Class A common stock, par value $.01 per share ("Parent Class A Common Stock"), 250 million shares are designated as shares of Parent Class B Common Stock, 2,883,506 shares are designated as shares of Class C common stock, par value $.01 per share ("Parent Class C Common Stock"), and (ii) 2 million shares of preferred stock, par value $.01 per share, of Parent ("Parent Preferred Stock" and, together with Parent Class A Common Stock, Parent Class B Common Stock and Parent Class C Common Stock, "Parent Capital Shares"). As of May 4, 1999, 63,175,984 shares of Parent Class A Common Stock were issued and outstanding and no shares thereof were held in treasury, 9,247,109 shares of Parent Class B Common Stock were issued and outstanding no shares thereof were held in treasury, no shares of Parent Class C Common Stock were issued and outstanding or held in treasury, and no shares of Parent Preferred Stock were outstanding or held in treasury. All of the Parent Capital Shares have been duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights with no liability attaching to the ownership thereof. As of the date of this Agreement, except pursuant to this Agreement, the outstanding Parent Class A Common Stock, the obligation to issue Class B Common Stock to the equity holders of Xxxxx.xxx upon the closing of the acquisition of that company by the Parent or its wholly-owned subsidiary and the terms of stock options issued pursuant to the 1998 Employee Stock Purchase Plan and the CitySearch, Inc. 1996 Stock Option Plan as in effect as of the date hereof (the "Parent Stock Plans"), the Parent does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Parent Capital Stock or any other equity securities of Parent or any securities representing the right to purchase or otherwise receive any Parent Capital Shares. As of the date hereof, no Parent Capital Shares were reserved for issuance, except for (i) shares of Parent Class B Common Stock reserved for issuance upon the exercise of stock options pursuant to the Parent Stock Plans, (ii) shares of Parent Class B Common Stock reserved for issuance upon conversion of the outstanding share...
Capitalization; Ownership of Shares. (a) The authorized limited liability company interests of Merger LLC consist of 100 units. All the outstanding limited liability company interests of Merger LLC are held by the Purchaser free and clear of all Encumbrances. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the limited liability company interests of Merger LLC or obligating the Purchaser to issue or sell any interests in Merger LLC.
(b) The authorized capital stock of Merger Co consists of 1,000 shares of common stock, par value $.01 per share. As of the date of this Agreement, 100 shares of the common stock of Merger Co are issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the shares of capital stock of Merger Co or obligating Merger LLC to issue or sell any shares of Merger Co common stock, or any other interest in, Merger Co. All the issued and outstanding capital stock of Merger Co is owned of record by Merger LLC free and clear of all Encumbrances.
Capitalization; Ownership of Shares. The authorized capital stock of the Company consists of 1,000,000 authorized shares of preferred stock, $0.01 par value per share, of which the following are issued and outstanding as of the date hereof: 0 shares of Series A, 0 shares of Series B, 7,062 shares of Series C, 0 shares of Series D, 0 shares of Series E, and 819,987 shares of Series F; and 100,000,000 authorized shares of common stock, $0.01 par value per share, of which 11,106,442 are issued and outstanding as of the date hereof. An additional 1,622,718 shares of common stock have been subscribed but not yet issued. The Securities issued to the Subscribers pursuant to the terms of this Agreement will be duly authorized, validly issued, fully paid, and nonassessable. None of the Securities will be issued to any Subscriber in violation of any preemptive or preferential rights of any person.
Capitalization; Ownership of Shares. The authorized capital stock of Dutch Gold consists of 500,000,000 authorized shares of common stock, $0.001 par value, and 10,000,000 authorized shares of preferred stock, $0.001 par value. As of the Closing: (a) 124,373,622 shares of Dutch Gold's Common Stock are issued and outstanding; (b) no shares of Dutch Gold’s Preferred Stock are issued and outstanding; (c) no options to acquire any Dutch Gold Common Stock are outstanding; and (d) no warrants to purchase any Dutch Gold Common Stock are outstanding. The Shares issued to the Seller pursuant to the terms of this Agreement will be duly authorized, validly issued, fully paid and nonassessable. None of such Shares will be issued to the Sellers in violation of any preemptive or preferential rights of any Person.
