Capitalization; Status of Capital Stock. As of November 30, 1997, the authorized capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) and no shares of Preferred Stock were issued or outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.
Capitalization; Status of Capital Stock. (a) On the date of this Agreement and immediately prior to the issuance of Debentures contemplated by this Agreement, the Company has a total authorized capitalization consisting of: (i) 10,000,000 shares of Common Stock of which 3,117,647 are issued and outstanding and (ii) 3,000,000 shares of Preferred Stock, of which none are issued and outstanding. As of the date of this Agreement and immediately prior to the issuance of Debentures contemplated by this Agreement, 700,000 shares of Common Stock have been reserved for issuance in accordance with the Company’s 2005 Stock Option and Incentive Plan. Of those shares the Company granted: (i) nonqualified options to purchase 230,000 shares of the Company’s Common Stock that are currently not exercised and (ii) 15,000 shares of restricted common stock.
(b) Schedule 2.05 sets forth the capitalization of the Company immediately following the issuance of the Debentures contemplated by this Agreement including the number of shares of the following: (i) issued and outstanding Common Stock; (ii) Common Stock reserved for issuance upon conversion of Debenture, including the names of the holders of the Debentures thereof; (iii) issued stock options, including vesting schedule and exercise price; (iv) stock options not yet issued but reserved for issuance; (v) issued and outstanding Preferred Stock; and (vi) warrants or stock purchase rights, if any. All of the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. The Debentures have been duly authorized, and when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued. The Company has duly reserved the Conversion Shares for issuance upon conversion of the Debentures, and the Conversion Shares, when issued and delivered upon conversion of the Debentures, will be duly authorized, validly issued and fully paid and non assessable. Except as set forth on Schedule 2.05, there are no options, warrants or rights to purchase shares of capital stock or other securities of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities. There are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by the Tra...
Capitalization; Status of Capital Stock. As of the date hereof, the Company had a total authorized capitalization consisting of 30,000,000 shares of Common Stock, $0.01 par value. As of April 30, 2009, 6,313,589 shares of Common Stock were issued and outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. None of the Company’s outstanding securities or authorized capital stock or the Shares is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other Person. There are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company to which the Company is a party. The Company does not have outstanding, and has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of operations of the Company or any portion thereof; or any similar rights.
Capitalization; Status of Capital Stock. Upon the filing of the Restated Certificate with the Secretary of State of Delaware, the Company will have a total authorized capitalization consisting of (i) Seventy-Two Million (72,000,000) shares of Common Stock, Thirteen Million Two Hundred Eighty-One Thousand Four Hundred Thirty-Three (13,281,433) of which shares are issued and outstanding on the date hereof; and (ii) Fifty-Four Million Four Hundred Eighty-One Thousand (54,481,000) shares of Preferred Stock, of which (a) Eighteen Million Four Hundred Ninety-Eight Thousand Four Hundred Nineteen (18,498,419) shares have been designated as Series A Preferred Stock, and of which Eighteen Million Four Hundred Sixty-Four Thousand Six Hundred Seventy Four (18,464,674) shares are issued and outstanding on the date hereof, (b) Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) shares have been designated as Series B Preferred Stock, and of which Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) are issued and outstanding on the date hereof, and (c) Eight Million Six Hundred Fifty-Eight Thousand Three Hundred Forty Four (8,658,344) shares have been designated as Series C Preferred Stock, none of which are issued and outstanding on the date hereof, without giving effect to the transactions contemplated hereby. A complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company immediately after the Initial Tranche 1 Closing is set forth in Section 3.15 of the Disclosure Schedule (such list of capital stock to include a statement of outstanding shares of Common Stock on as converted basis). All of the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. The Series C Preferred Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price therefor, and the Conversion Shares, when issued and delivered upon conversion of the Series C Preferred Shares in accordance with the terms of the Restated Certificate, as amended from time to time, will be duly authorized, validly issued, fully-paid and non-assessable. Except as otherwise set forth in the Investor Rights Agreement and on Section 3.15 of the Disclosure Schedule, no preemptive, conversion or other rights, options, warrants, subscriptions or purchase rights of any nature to acquire from the Company shares...
Capitalization; Status of Capital Stock. As of the date hereof, the Company had a total authorized capitalization consisting of five hundred million (500,000,000) shares of Common Stock, $0.001 par value, and ten million (10,000,000) shares of preferred stock, $0.001 par value. As of November 21, 2010, 9,980,000 shares of Common Stock were issued and outstanding, and no shares of preferred stock were outstanding. As of that date, the Company also had an option outstanding that converts into one million shares of Common Stock, exercisable equal to the public offering price of the Common Stock in a future Form S-1 registration statement. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. None of the Company’s outstanding securities or authorized capital stock is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. There are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company to which the Company is a party. The Company does not have outstanding, and has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of operations of the Company or any portion thereof; or any similar rights.
Capitalization; Status of Capital Stock. The authorized capital stock of VCI consists solely of 20,000,000 shares of voting common stock, $.01 par value, of which an aggregate of 9,773,927 shares are presently issued and outstanding. After giving effect to the transactions described herein, an aggregate of 11,859,039 shares of VCI common stock will be issued and outstanding. All of the outstanding shares of capital stock of VCI have been duly authorized, are validly issued, and are fully paid and nonassessable. The VCI Shares, when issued and delivered in accordance with the terms of this Agreement, and the shares to be issued to Mortco upon exercise of the First Restated Warrant and the Second Restated Warrant, when issued in accordance with the terms of the First Restated Warrant and the Second Restated Warrant, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all claims, pledges, liens, encumbrances and restrictions of every kind. Except as otherwise set forth in Schedule 2.3, no options, warrants, subscriptions or purchase rights of any nature to acquire from VCI or any Subsidiary shares of capital stock or other securities are authorized, issued or outstanding, nor is VCI or any Subsidiary obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. Except as set forth in Schedule 2.3, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock of VCI or any Subsidiary. There are no agreements, understandings, trusts or other understandings concerning transfers of the capital stock of VCI or any Subsidiary, except as contemplated by this Agreement. The offer and sale of all capital stock and other securities of VCI and each Subsidiary issued before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission with respect thereto. VCI shall own, upon closing on the acquisition of each Subsidiary in compliance with the Merger Agreements attached hereto as Exhibits C-1 through C-5, all of the issued and outstanding capital stock of each Subsidiary.
Capitalization; Status of Capital Stock. As of the date hereof, the Company has a total authorized capitalization as set forth on Schedule 2.17A. A complete and accurate list of the Existing Preferred Stock which has been previously issued and the names (and last known address) in which such Existing Preferred Stock is registered is set forth on Schedule 2.17B. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. Except as set forth on Schedule 2.17A, no options, warrants, conversion rights, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities, other than its obligations in connection with the Contemplated Transactions. A complete and accurate list of all options which are outstanding as of the date hereof, the number of shares of Common Stock for which such options are exercisable, the exercise price of the option, the dates on which such options become exercisable and the identity and last known address of the option is set forth on Schedule 2.17C. None of the Company's outstanding securities or authorized capital stock or the Existing Preferred Stock is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder or any other Person. Except as set forth on Schedule 2.17D, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company to which the Company is a party or of which the Company is otherwise aware. The offer and sale of all capital stock and other securities of the Company issued before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto. The Company does not have outstanding, and has no obligation to grant or issue, any "phantom stock" or other right mea...
Capitalization; Status of Capital Stock. (a) As of the date of this Agreement, the Company has a total authorized capitalization consisting of (i) 125,000,000 shares of Common Stock, of which (a) 4,765,328 shares are issued and outstanding as of the date of this Agreement, and (b) 16,239,375 shares have been reserved for issuance upon exercise of options issuable under the Company’s 1997 Employee, Director and Consultant Stock Option Plan, as amended (the “Stock Plan”), of which options to purchase 11,342,561 shares have been granted to employees, consultants or directors and are outstanding as of the date of this Agreement and 1,675,328 shares have been issued pursuant to stock option exercises, which shares are included in the Common Stock outstanding; and (ii) 67,946,524 shares of Preferred Stock, of which 1,530,000 are designated as Series A Preferred Stock, 591,000 are designated as Series B Preferred Stock, 5,029,000 are designated as Series C Preferred Stock, 3,759,088 are designated as Series D Preferred Stock, 1,815,992 are designated as Series E Preferred Stock, 34,502,875 are designated as Series F Preferred Stock and 20,718,569 are designated as Series G Preferred Stock. As of the date of this Agreement, 1,530,000 shares of Series A Preferred Stock, 591,000 shares of Series B Preferred Stock, 4,355,000 shares of Series C Preferred Stock, 3,759,088 shares of Series D Preferred Stock, 1,813,485 shares of Series E Preferred Stock, 26,322,107 shares of Series F Preferred Stock, and 20,476,068 shares of Series G Preferred Stock are validly issued and outstanding.
(b) A complete list of the capital stock of the Company that has been previously issued and the names in which such capital stock is registered on the stock transfer books of the Company is set forth in the Disclosure Letter. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the Fourth Amended and Restated Certificate of Incorporation of the Company (the “Charter”), and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws...
Capitalization; Status of Capital Stock. (a) As of the date hereof, the Company has a total authorized capitalization consisting of 20,000,000 shares of Common Stock, $.00l par value per share, of which 8,679,976 shares are issued and outstanding, and 5,000,000 shares of Preferred Stock, $.00l par value per share, of which 64,410 shares of 10% Cumulative Convertible Series A Preferred Stock, 260,000 shares of 6% Cumulative Convertible Series B Preferred Stock, and 552,845 shares of 6% Cumulative Convertible Series C Preferred Stock are issued and outstanding. Except as set forth in SCHEDULE 3.18(a) hereto, there are no options, warrants or rights to acquire shares of the capital stock or other securities of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities. Except as set forth in SCHEDULE 3.18(a) hereto, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant state and federal securities laws. Except as set forth in SCHEDULE 3.18(a), no holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party or that is otherwise binding upon the Company. Except as provided in SCHEDULE 3.18(a) hereto, the Company is not a party to, and to its knowledge, no stockholder of the Company is a party to, any voting agreements, voting trusts, proxies or any other agreements, instruments or understandings with respect to the voting of any shares of the capital stock of the Company, or any agreement with respect to the transferability, purchase or redemption of any shares of capital stock of the Company.
(b) The Company has not created any right to acquire an equity interest, or any interest measured by income, profits or any results of operations or by the value of any stock, or any similar or related right of interest.
(c) The pro-forma capitalization of the Company after giving effect to the transactions contemplated by this Agreement is attached hereto as EXHIBIT 3.18(c) and is true and correct.
Capitalization; Status of Capital Stock. The Company has a total authorized and issued capitalization of the Company as set forth in the financial statements filed as part of the Form 10-Q, subject to changes based on compensatory equity grants and the exercise of compensatory stock options under the Company’s equity incentive plans. All the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and nonassessable. Except as otherwise indicated in the Form 10-Q, there are no options (other than compensatory options issued to employees, directors or consultants since March 31, 2012 under the Company’s equity compensation plans), warrants or rights to purchase shares of capital stock or other securities of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities. The offer and sale of all shares of capital stock and other securities of the Company issued before the Closing complied with or were exempt from all federal and state securities laws.
