Capitalization; Structure. (a) The authorized capital stock of the Company consists of (i) 5,000,000 shares of Common Stock of which (v) 3,500,000 shares are issued and outstanding as of the date hereof, (w) 150,000 shares are held in the Company's treasury, (x) 360,000 shares have been reserved for issuance upon exercise of Options, (y) 331,964 shares are subject to Options outstanding as of the date hereof and (z) 172,707.29 shares are issuable upon conversion of shares of Non-voting Common Stock; and (ii) 173,459 shares of Non-voting Common Stock, of which (a) 172,707.29 shares are issued and outstanding as of the date hereof and (b) 750.86 shares are held in the Company's treasury. All of the outstanding shares of Common Stock and Non-voting Common Stock are validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive rights. Schedule 3.2 contains a true and complete list of all entities in which more than 50% of the voting stock or other voting equity interests are owned, directly or indirectly, by the Company. Except as otherwise set forth on Schedule 3.2 hereto, all of the outstanding shares of capital stock or other equity interests of each of the Company's Subsidiaries have been validly issued and are fully paid and nonassessable and have not been issued in violation of any preemptive rights and are owned by the Company and/or one or more of its Subsidiaries free and clear of all mortgages, pledges, liens, claims, charges, security interests, options, hypothecations, easements, restrictions (on transfer, voting or otherwise) or conditional sale or other like restriction agreements, or other encumbrances ("ENCUMBRANCES"). Except as set forth in this Section 3.2 and as set forth on Schedule 3.2 hereto, there are no outstanding options, warrants, calls, commitments, securities, agreements or other rights of any kind to acquire, or any securities which upon conversion, exchange or exercise would require or give any Person the right to require the issuance, sale or transfer of, or obligations to issue, sell or transfer, shares of capital stock of any class of, or other debt obligations of or equity interests in, the Company or of any of its Subsidiaries which have been issued, granted or entered into by the Company or any of its Subsidiaries. Except for the Subsidiaries or as set forth on Schedule 3.2 hereto, none of the Company or any Subsidiary owns any capital stock or eq- uity interest in any other entity.
(b) Schedule 2.1 sets forth t...
Capitalization; Structure. (a) The authorized capital stock of Pillsbury consists of 1,000 shares of Pillsbury Common Stock. As of the date hereof, one share of Pillsbury Common Stock is outstanding, which share is validly issued, fully paid and nonassessable, and free of preemptive rights and owned by the Pillsbury Stockholder free and clear of all Liens. Section 3.2(a) of the Diageo Disclosure Schedule sets forth the name of each Subsidiary of Pillsbury, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name of and number of shares owned by each holder of any such shares of capital stock or other equity interests. Except as set forth in Section 3.2 of the Diageo Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each of Pillsbury's Subsidiaries have been validly issued, and are fully paid and nonassessable and free of preemptive rights.
(b) Section 3.2(b)(i) of the Diageo Disclosure Schedule sets forth the name of each Purchased Entity, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name and number of shares owned by each holder of any such shares of capital stock or other equity interests. Except as set forth in Section 3.2 of the Diageo Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of the material Purchased Entities have been validly issued, and are fully paid and nonassessable, are free of preemptive rights, and are owned directly by the Selling Affiliate as set forth on Section 3.2(b)(ii) of the Diageo Disclosure Schedule, free and clear of all Liens. Section 3.2(b)(ii) of the Diageo Disclosure Schedule sets forth the name of each Subsidiary of any Purchased Entity, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name and number of shares owned by each holder of any such shares of capital stock or other equity interests. Except as set forth in Section 3.2(b)(ii) of the Diageo Disclosure Schedule, all of the outstanding shares of capital stock of the material Subsidiaries of the Purchased Entities have been validly issued, and are fully paid and nonassessable and are owned directly or indirectly by the Selling Affiliate as set forth on Section 3.2(b)(ii) of the Diageo Disclosur...
Capitalization; Structure. (a) As of June 12, 2002, the authorized capital stock of Dreyer's consisted of (i) 60 million shares of Dreyer's Common Stock, of which 34,731,902 were issued and outstanding and no shares were held in the treasury of Dreyer's, (ii) 6,559,441 shares of Dreyer's Common Stock were issuable (and such number was reserved for issuance) upon exercise of options, warrants or similar instruments outstanding and 72,005 shares of Dreyer's Common Stock under the Dreyer's ESPP were issuable, and (iii) 10 million shares of Preferred Stock, par value $1.00 per share, of which none were outstanding, 150,000 of which have been designated Series A Participating Preferred and reserved for issuance upon exercise of the rights (the "Rights") distributed to the holders of shares of Dreyer's Common Stock pursuant to the Dreyer's Rights Agreement. Since June 12, 2002 to the date of this Agreement, there have been no issuances of shares of the capital stock of Dreyer's, or securities convertible into or exchangeable for such Dreyer's Common Stock, other than issuances of shares (and the related Rights) issued pursuant to options or rights to acquire 6,631,446 shares of Dreyer's Common Stock outstanding as of the date hereof. All of the issued and outstanding shares of Dreyer's Common Stock are duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights.
(b) The authorized capital stock of New Dreyer's, as of the date hereof, consists of 100 shares of common stock, par value $0.01 per share, of which 100 shares are issued and outstanding. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, of which 100 shares are issued and outstanding. Dreyer's is the sole stockholder of New Dreyer's and is the legal and beneficial owner of all 100 issued and outstanding shares of New Dreyer's. New Dreyer's is the sole stockholder of Merger Sub and is the legal and beneficial owner of all 100 issued and outstanding shares of Merger Sub.
(c) Section 4.2(c) of the Dreyer's Disclosure Schedule sets forth the name of each Subsidiary of Dreyer's, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name and number of shares owned by each holder of any such shares of capital stock or other equity interests. All of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries of Dreye...
Capitalization; Structure. The capitalization table of the Company immediately prior to the Closing and capitalization table of the Company immediately after the Closing are as set out in Schedule IV hereto.
Capitalization; Structure. (a) The authorized capital stock of the Company consists of (i) 10,000,000 authorized shares of Common Stock, of which 2,000,000 shares are issued and outstanding. All of the outstanding shares of Common Stock have been duly and validly authorized and issued, and are all fully paid and nonassessable. No shares of the Company's capital stock have been issued in violation of any preemptive rights, any rights of first refusal or any similar restrictions. There are no: (i) outstanding options (including phantom options), warrants or other rights (including preemptive rights) of any kind relating to the sale, issuance or voting of any shares of capital stock of the Company; (ii) securities convertible into, exchangeable for or evidencing the right to purchase any such shares; or (iii) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance, transfer or voting of such shares, any such convertible or exchangeable securities or any such options, warrants or rights.
(b) All transactions whereby the Company repurchased, redeemed, canceled or reacquired shares of its capital stock and the solicitation of shareholder consents in connection with this Agreement have been effected in compliance with all applicable corporate and securities laws, and documentation prepared by or on behalf of the Company in connection therewith did not include any untrue statement of any material fact or omit to state any material fact necessary to make the statements made therein correct and complete.
Capitalization; Structure. (a) As of September 15, 2011, the authorized capital stock of Jazz consisted of (i) 150,000,000 shares of Jazz Common Stock, of which (A) 42,100,241 were issued and outstanding, (B) 8,777,552 were reserved and remained available for future issuance under the Jazz Equity Plans, (C) 5,573,419 were subject to outstanding options to acquire shares of Jazz Common Stock (such options, collectively with any similar options granted after the date hereof, the “Jazz Options”), (D) 3,108,591 were subject to outstanding warrants to acquire shares of Jazz Common Stock (such warrants, the “Jazz Warrants”), (E) 4,971 were subject to issuance under vested Jazz Stock Awards, and (F) 94,975 were credited to director stock accounts under the Deferred Plan (such shares, collectively with any additional shares credited to director stock accounts under the Deferred Plan after the date hereof, the “Jazz Phantom Shares”); and (ii) 20,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares were outstanding. All of the issued and outstanding shares of capital stock of Jazz are duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights.
(b) All of the issued outstanding shares of capital stock or other equity interests of each of Jazz’s Subsidiaries have been validly issued, are (to the extent such concept is applicable to the equity interest) fully paid and nonassessable, are free of preemptive rights, and are owned directly or indirectly by Jazz, free and clear of all Liens. Neither Jazz nor any of its Subsidiaries directly or indirectly owns any equity interest in any Person, other than the Subsidiaries of Jazz, that is or would be expected to be material to Jazz and its Subsidiaries taken as a whole. Except for (i) the Jazz Warrants, (ii) the Jazz Options, (iii) the Jazz Phantom Shares, (iv) the vested Jazz Stock Awards and (v) rights under Jazz’s employee stock purchase plan, as of the date this Agreement there are no outstanding options, warrants or other rights of any kind to acquire from Jazz or any of its Subsidiaries, or obligations of Jazz or its Subsidiaries to issue, shares of capital stock of any class of, or other equity interests in, Jazz. All outstanding Jazz Warrants, Jazz Options, Jazz Stock Awards, Jazz Phantom Shares, and rights under Jazz’s employee stock purchase plan were issued in the ordinary course of business and none of the Jazz Warrants, Jazz Options, Jazz Phantom Shares, or rights under Jazz’...
Capitalization; Structure. The authorized capital stock of the Company consists of 200 shares of common stock, par value $10.00 per share, of which 188 shares are outstanding and of which 12 shares are held by a wholly owned Subsidiary of the Company that have no voting rights and are not considered to be outstanding in the combined financial statements of the Company. All of the Shares are validly issued, fully paid and nonassessable and as of the Closing Date shall be owned by Seller free and clear of any Liens. Except as set forth on Schedule 3.2(a) and Schedule 3.2
Capitalization; Structure. (a) The authorized capital stock of the Company consists of 30,000 Shares, of which 6,000 Shares are issued and outstanding. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable and are owned beneficially and of record by Seller. All of the outstanding shares of capital stock or other equity interests of the Subsidiaries, as listed on Schedule 3.2(a), are validly issued, fully paid and nonassessable. Except as set forth on Schedule 3.2(a), all of the outstanding shares of capital stock or other equity interests of the Subsidiaries are owned by the Company or another Subsidiary in the amounts set forth on Schedule 3.2(a). None of the outstanding Shares nor any of the shares of outstanding capital stock or other equity interests of any Subsidiary have been issued in violation of, or are subject to, any preemptive rights. Except as provided in the European License, the shares of capital stock or other equity interests of the Subsidiaries and the outstanding Shares are owned in each case free and clear of any liens, claims, charges, security interests, options or other legal or equitable encumbrances or restrictions. Except as provided in the European License, there are no outstanding options, warrants, subscriptions or other rights of any kind to acquire, or obligations to issue, shares of capital stock of any class of, or other equity interests in, the Company or any Subsidiary, or any securities convertible into or exchangeable or exercisable for any shares of capital stock of any class of, or other equity interests in, the Company or any Subsidiary.
(b) Neither the Company nor any of the Subsidiaries directly or indirectly owns or has the right to acquire any capital stock of or other equity interests, investment, partnership, joint venture or similar interest in any corporation, partnership or other entity or other Person except for the ownership of the outstanding shares or other equity interests of the Subsidiaries, as set forth on Schedule 3.2(a).
Capitalization; Structure. (a) All outstanding Shares are reflected in full on the Company’s stock ledger attached hereto as Schedule 3.2(a), are uncertificated (with all issued and outstanding shares represented and fully reflected in digital form on Carta) and constitute one hundred percent (100%) of the total issued and outstanding equity securities of the Company.
(b) All Shares issued by the Company: (i) were duly authorized and validly issued in compliance with federal and applicable state and foreign Law, free and clear of all Encumbrances and exempt from registration under all applicable federal and state securities laws and regulations; (ii) are fully paid and nonassessable, (iii) have not been issued in violation of any preemptive rights and (iv) are not subject to preemptive rights, rights of first refusal or similar rights created by statute, the Company’s organizational documents or any agreement. Furthermore, there are no (x) outstanding obligations of the Company to repurchase, redeem or otherwise acquire any securities of the Company or (y) outstanding obligations of the Company to provide funds to or make an investment (in the form of a loan, capital contribution or otherwise) in the Company or any other Person. There are also no other outstanding securities of the Company, including any debt securities or any options, warrants, calls, commitments, agreements or other rights of any kind, giving any Person the right to acquire, or any securities that, upon conversion, exchange or exercise would give any Person the right to require the issuance, sale or transfer of, or obligations to issue, sell or transfer, or otherwise convertible, exercisable or exchangeable into, any shares of capital stock or other equity interests in the Company.
(c) As of the date of this Agreement, there are no change of control or any other similar rights, anti-dilution protections, accelerated vesting rights, bonus, incentive payments, or other rights that any Seller, any officer, employee or director of the Company, or any other Person would be entitled to exercise or invoke as a result of, or in connection with, the transactions contemplated by the Transaction Agreements or otherwise.
(d) There are no voting trusts or other agreements or understandings to which the Company is a party with respect to the voting of the equity securities of the Company. Following the Closing, no Person will have any right to receive shares of capital stock or other equity interests in the Company upon exercis...
Capitalization; Structure. (a) The capitalization structure of WHE GEN following the Seed Round, Series A Round and Conversion Round will be substantially as set forth in Schedule 1.3 hereof.
(b) Cyclone agrees to the inclusion in such capitalization structure of: (1) two Stock Option Plans exercisable into an aggregate of 4 million shares of common stock to compensate the new management of WHE GEN, and (2) up to 1 million shares of common stock to compensate other service providers and consultants. WHE GEN’s Board of Directors will issue such options and shares in its prudent discretion. Cyclone agrees that the compensation of management through stock option plans is an important component of attracting and retaining quality personnel to run WHE GEN, as well as to align their interests with the shareholders of WHE GEN, including Cyclone (and its shareholders) and the Funding Group. The material terms of the employment agreements for management of WHE GEN, including but not limited to Cxxxxxxxxxx Xxxxxx, are attached hereto on Schedule 2.2(a).
