Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 Common Shares, 187,113,577 of which were issued and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Seagen Inc.), Agreement and Plan of Merger (Pfizer Inc)

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Capitalization; Subsidiaries. (a) As of the close of business on March 10April 19, 2023 2021 (the “Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 300,000,000 shares of Company Common SharesStock, 187,113,577 141,683,891 of which were issued and outstanding and none of which were held by the Company as treasury sharesstock, and (ii) 5,000,000 3,500,000 shares of preferred stockstock of the Company, par value $0.001 0.01 per share, of the Company share (the “Company Preferred SharesStock”), no shares of which were issued and outstanding. There are no other authorized classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 representing 2,166,909 shares of Company Common SharesStock, (B) 3,025,659 no outstanding awards of Company RSUs, Restricted Stock representing shares of Company Common Stock; (C) 1,019,201 outstanding Company PSUs (assuming representing 729,199 shares of Company Common Stock, which amount may be increased to a maximum performance), of 1,458,398 shares of Company Common Stock based on the satisfaction of performance conditions set forth in the applicable award agreements; (D) rights to purchase a maximum outstanding awards of 543,628 Company RSUs representing 994,065 shares of Company Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and Stock, (E) 4,349,617 outstanding awards of Company Director RSUs representing 94,999 shares of Company Common Shares Stock and (F) 2,393,410 shares of Company Common Stock reserved for future issuance under the Company Stock PlansEquity Plan. Since From the close of business on the Capitalization DateDate through the date of this Agreement, there has have been no issuance or grant issuances of (i) any Company Common SharesStock, Company Preferred Shares Stock or any other securities of equity or voting interests in the Company, Company other than any issuances of shares of Company Common Shares or other securities in accordance with Stock pursuant to the exercise, vesting or settlement, as applicable, of any the Company Stock Plan Equity Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the such Company Stock Plan AwardsEquity Awards in accordance with its terms and (ii) any Company Equity Awards or any other equity or equity-based awards.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Middleby Corp), Agreement and Plan of Merger (Welbilt, Inc.)

Capitalization; Subsidiaries. (a) As of the close of business on March 10May 3, 2023 2018 (the “Company Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 Common 100,000,000 Company Ordinary Shares, 187,113,577 59,542,645 of which were issued and outstanding and none 140,632 of which were held by the Company as treasury stock (dormant shares, and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Company Capitalization Date, there were (A) outstanding 765,313 Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Ordinary Shares reserved for future issuance under the Company Equity Plans, of which (i) 757,642 Company Ordinary Shares were subject to outstanding Company Options, and (ii) 7,671 Company Ordinary Shares were subject to outstanding Company Restricted Stock PlansAwards. Since From the close of business on the Company Capitalization DateDate through the date of this Agreement, there the Company has been no issuance not (A) issued or grant of repurchased any Common Shares, Company Preferred Ordinary Shares or any other equity or voting securities of or interests in the Company, Company other than any issuances or repurchases of Common Company Ordinary Shares or other securities in accordance with pursuant to the exercise, vesting or settlement, as applicable, of any the Company Stock Plan Equity Awards outstanding as of the close of business on the Company Capitalization Date in accordance with the terms of such Company Equity Awards or (B) issued or granted any Company Equity Awards or any other equity, equity-based or other awards with a value based in whole or in part on the value of the Company Stock Plan AwardsOrdinary Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Flavors & Fragrances Inc)

Capitalization; Subsidiaries. (a) As The authorized capital stock of the Company consists solely of (i) 250,000,000 shares of Company Common Stock 50,732,724 of which were issued and outstanding as of the close of business on March 10April 30, 2023 2018 (the Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 Common Shares, 187,113,577 of which were issued and outstanding and none 3,834,400 of which were held by the Company as treasury sharesstock as of the close of business on the Capitalization Date, and (ii) 5,000,000 1,000,000 shares of preferred stockstock of the Company, par value $0.001 0.01 per share, of the Company (the “Company Preferred Shares”), no shares of which were issued and outstandingoutstanding as of the close of business on the Capitalization Date. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Restricted Stock Awards representing 593,143 shares of Company Common Shares, Stock; (B) 3,025,659 outstanding Company RSUs, RSU Awards of up to 410,628 shares of Company Common Stock (including deferred stock unit and RSU Awards of up to 24,253 shares of Company Common Stock under the Company’s non-qualified deferred compensation plans); (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), PSU Awards of up to 617,045 shares of Company Common Stock; (D) rights to purchase a maximum 158,605 shares of 543,628 Company Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares Stock reserved for future issuance under the Company ESPP; and (E) 2,770,633 shares of Company Common Stock Plansreserved for future issuance under the Company Equity Plan. Since the close Capitalization Date through the date of business this Agreement, neither the Company nor any of its Subsidiaries has issued any of the foregoing, or incurred any obligation to make any payments to any Person based on the Capitalization Date, there has been no issuance price or grant value of any Common Sharesof the foregoing or established a record date for, Company Preferred Shares declared, set aside for payment or paid any dividend on or made any other securities distribution (whether in cash or otherwise) in respect of, any of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awardsforegoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boeing Co)

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Capitalization; Subsidiaries. (a) As of the close of business on March 10September 7, 2023 2018 (the “Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 Common 100,000,000 Shares, 187,113,577 24,073,678 of which were issued and outstanding and none of which were held by the Company as treasury shares, stock and (ii) 5,000,000 10,000,000 shares of preferred stockstock of the Company, par value $0.001 per share, of the Company share (the “Company Preferred SharesStock”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities Securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common 2,572,016 Shares, (B) 3,025,659 917,512 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common 1,705,906 Shares reserved for future issuance under the Company Stock PlansPlans and (D) outstanding Warrants to purchase 235,415 Shares. Since the close of business on the Capitalization DateDate and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, as of the date of this Agreement there has been no issuance or grant of any Common Shares, Company Preferred Shares Stock or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms Company Stock Plan Awards and disclosed on Section 3.2(a) of the Company Stock Plan AwardsDisclosure Letter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Invuity, Inc.)

Capitalization; Subsidiaries. (a) As of the close of business on March December 10, 2023 2021 (the “Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 Common 147,000,000 Shares, 187,113,577 61,386,558 of which were issued and outstanding and none of which were held by the Company as treasury shares, stock and (ii) 5,000,000 7,500,000 shares of preferred stockstock of the Company, par value $0.001 0.0001 per share, of the Company share (the “Company Preferred SharesStock”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common 8,183,210 Shares, (B) 3,025,659 690,983 outstanding Company RSUs, (C) 1,019,201 367,542 outstanding Company PSUs PRSUs (assuming maximum performanceincluding any Threshold PRSUs, Target PRSUs and Maximum PRSUs (under the applicable award agreement)), (D) rights to purchase a maximum of 543,628 Common 47,798 Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common 2,834,830 Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization DateDate and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares Stock or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms Company Stock Plan Awards and disclosed on Section 3.2(a) of the Company Stock Plan AwardsDisclosure Letter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Arena Pharmaceuticals Inc)

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