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 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 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.
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.
Capitalization; Ownership of Shares. (a) The Company has, and on the Closing Date will have, total authorized share capital of 1000 shares of Common Stock, each share having no par value. Immediately prior to the purchase of the Shares by Purchaser pursuant to this Agreement, the number of shares of each class of capital stock issued and outstanding, and the number of options, warrants and securities convertible into any capital stock will be as set forth on the capitalization table set forth in Section 2.03 of the Disclosure Schedule hereto.
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.
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 _00,000,000 authorized shares of common stock, $0.001 par value, and 100,000,000 authorized shares of preferred stock, $0.001 par value. As of the Closing: (a) 96,146,668 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) 0 options to acquire any Dutch Gold Common Stock are outstanding; and (d) 0 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.
Capitalization; Ownership of Shares. (a) Section 3.2(a)(i) of the Disclosure Schedule sets forth a complete and accurate list of the authorized, issued and outstanding shares of Company Capital Stock and any shares of Company Capital Stock that are held in the Company’s treasury as of the date of this Agreement. Except as set forth in Section 3.2(a)(i) of the Disclosure Schedule, there are no other shares or other equity interests in the Company issued, reserved for issuance or outstanding. The Company has never declared or paid any dividends on any shares of Company Capital Stock. All of the issued and outstanding shares of Company Capital Stock (including shares issued following the conversion of the Company SAFE) have been duly authorized and validly issued and are fully paid, non‑assessable and free of any preemptive rights. Except for this Agreement, Company Restricted Stock and the Company SAFE prior to its conversion into Company Capital Stock, there are no outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any security of the Company to which the Company is a party, including any securities representing the right to purchase or otherwise receive any shares of Company Capital Stock. There are no outstanding phantom stock rights or stock appreciation rights granted by the Company to any Person. Except for the Company SAFE, there is no Indebtedness with voting rights (or convertible into, or exchangeable for, securities with voting rights) with respect to any matters on which any equity holder of the Company may vote. Section 3.2(a)(ii) of the Disclosure Schedule sets forth an accurate and complete list of the holders of all of the issued and outstanding shares of Company Capital Stock, including the holder of the Company Capital Stock issued on conversion of the Company SAFE, the address of record of each such holder reflected in the Company’s corporate books and records and the number, series and classes of shares of Company Capital Stock owned of record by each such holder.
Capitalization; Ownership of Shares. The authorized, issued and outstanding share capital of each Distribution Company is set forth on Section 3.03 of the Seller Disclosure Schedule. As of the date hereof, all of the issued and outstanding shares of each Distribution Company, all of which are validly issued, fully paid and nonassessable, were not issued in violation of any preemptive rights. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares or obligating either the Seller Parent, Seller or the Distribution Companies to issue or sell any shares, or any other interest in, the Distribution Companies. The Shares constitute all the issued and outstanding capital stock of the Distribution Companies and are owned of record (except in the case of the Trust Shares) and beneficially by the Seller free and clear of all Encumbrances.
