Capitalization; Valid Issuance. The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, of which 13,740,127 shares are issued and 12,563,418 shares are outstanding on the date hereof, and 5,000,000 shares of Preferred Stock, of which no shares are issued and outstanding on the date hereof. Except as disclosed in the Form 10-K (as defined herein), there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company or any subsidiary to issue, sell, or otherwise cause to become outstanding any of its capital stock. The aggregate number of shares of common stock of the Company reserved or required to be reserved by the Company for all such derivative securities, contracts and commitments is 3,250,000. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. There are no preemptive rights with respect to the issuance or sale of the Management Company Shares or registration rights. All of the presently outstanding shares of Common Stock have been duly and validly authorized and issued and are fully paid and non-assessable. The Management Company Shares to be issued hereunder have been duly and validly authorized and, when delivered and paid for pursuant to this Agreement, will be validly issued, fully paid and non-assessable. Assuming the accuracy of the Purchaser’s representations and warranties in Article III, the Management Company Shares are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”). In connection with the offer and sale of the Management Company Shares, neither the Company, any affiliate of the Company nor any person acting on the Company’s or such affiliates’ behalf has engaged in any form of general solicitation or general advertising, as those terms are used in Rule 502(c) of the Act.
Capitalization; Valid Issuance. The Shares set forth in Section 3.2 of the Disclosure Schedule constitute the only issued and outstanding equity capital of the Company. All of the Shares were duly authorized for issuance without violation of any preemptive or similar rights and are validly issued and, except for the stock options, fully paid and nonassessable.
Capitalization; Valid Issuance. As of the Closing Date, twenty three million twenty four thousand one hundred four (23,020,104) shares of Buyer Common Stock are issued and outstanding. The Shares issued by Buyer will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.
Capitalization; Valid Issuance. 4.3.1. As of the date hereof, the authorized and registered share capital of the Company is NIS 70,000,000, divided into 70,000,000 Ordinary Shares, 44,837,307 of which are issued and outstanding. The names of all beneficial holders of more than 5% of the issued and outstanding share capital of the Company that are known to the Company, as at the date of this Agreement, based on filings made under Regulation 13D under the Securities Exchange Act of 1934 with the Commission, or as otherwise notified to the Company, are as set forth in Item 7 of the Annual Report, provided that the beneficial holdings of such beneficial holders, as known to the Company, were true and accurate as of the date set forth in such Annual Report. As of March 31, 2023: (i) 1,040,179 Ordinary Shares are reserved for issuance under the Company’s 2011 Israeli Share Award Plan, as amended (the “Option Plan”), and (ii) 3,091,233 Ordinary Shares are subject to outstanding options under the Option Plan, of which options to purchase 1,316,292 Ordinary Shares were vested as of such date, and 12,457 restricted share units were outstanding under the Option Plan. With respect to the options and other equity awards issued pursuant to the Option Plan, (i) each grant of an option and other equity award was duly authorized by the Board or the Company’s Compensation Committee in accordance with Applicable Law no later than the grant date thereof, (ii) each grant was made in all material respects in accordance with the terms of the Option Plan and all Applicable Laws, including applicable securities laws, (iii) the Option Plan is the only plan or program the Company maintains under which outstanding options to acquire Ordinary Shares, options or other compensatory equity-based awards have been or may be granted, (iv) the Company has made available to Purchaser or to its counsel true, correct and complete copies of the Option Plan and the forms of option agreements and other equity award agreements executed thereunder, (v) there is no agreement, arrangement or understanding (written or oral) to amend, modify or supplement such option agreements and other equity award agreements, and (vi) each grant was properly accounted for in all material respects in accordance with International Financial Reporting Standards (“IFRS”) in the financial statements (including the related notes) of the Company. Except as set forth herein and as arising under this Agreement, there are no other shares, convertible or othe...
Capitalization; Valid Issuance. The Shares set forth in Section 3.2 of the Disclosure Schedule constitute the only issued and outstanding equity capital of the Company including without limitation, any options and warrants and convertible bonds convertible into or exercisable or exchangeable for Company Ordinary Shares, which represents 100% of the Company’s equity capital. All of the Shares were duly authorized for issuance without violation of any preemptive or similar rights and are validly issued and, except for the Company Ordinary Shares issuable upon exercise of the stock options, fully paid and nonassessable. As of the First Closing, the Selling Shareholders shall own 100% of such Shares (excluding the Company Options to be cancelled in accordance with the provisions of this Agreement).
Capitalization; Valid Issuance. (i) As of the date hereof, the authorized capital stock of Purchaser consists of 300,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock. As of December 31, 2002, 149,753,655 shares of Common Stock (excluding treasury shares) and no shares of Preferred Stock were issued and outstanding. All of such issued and outstanding shares of capital stock of Purchaser are validly issued, fully paid and nonassessable. As of December 31, 2002, there were 2,283,195 shares of capital stock held in the treasury of Purchaser.
Capitalization; Valid Issuance. CAMP4 has an authorized capitalization as set forth in the capitalization table shared with OPKO on the day hereof, and all the outstanding shares of capital stock of CAMP4 have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of CAMP4 were issued in violation of the preemptive or other similar rights of any security holder of CAMP4. The Initial Shares and Contingent Shares have been duly authorized and, when issued and delivered in accordance with this Agreement for the consideration expressed herein will be validly issued, fully paid and nonassessable and will be free and clear of all liens, charges and encumbrances of any nature whatsoever except for restrictions on transfer under this Agreement and under applicable Federal and state securities laws.
Capitalization; Valid Issuance. (a) The registered share capital of Aprion as of the date hereof is NIS 600,000 divided into (a) 41,699,327 Ordinary Shares, nominal value NIS 0.01 per share (the “Aprion Ordinary Shares”), of which 445,359 are issued and outstanding; (b) 6,346,205 Series A Preferred Shares, nominal value NIS 0.01 per share (the “Series A Preferred Shares”), all of which are issued and outstanding; (c) 8,700,003 Series B Preferred Shares, nominal value NIS 0.01 per share (the “Series B Preferred Shares”), of which 7,821,148 are issued and outstanding; (d) 1,250,000 Series B1 Preferred Shares, nominal value NIS 0.01 per share (the “Series B1 Preferred Shares”), of which 1,246,758 are issued and outstanding; and (e) 2,004,465 Series C Preferred Shares, nominal value NIS 0.01 per share (the “Series C Preferred Shares”) , all of which are issued and outstanding (the Series A Preferred Shares, the Series B Preferred Shares, Series B1 Preferred Shares and the Series C Preferred Shares shall collectively be referred to as the “Preferred Shares”). Except for the transactions contemplated by this Agreement and as set forth in the pre-Closing capitalization table attached to Part 4.3(a) of the Aprion Disclosure Schedule, there is no other share capital, preemptive rights, convertible securities, outstanding warrants, options or other rights to subscribe for, purchase or acquire from Aprion any share capital of Aprion, and there are not any contracts or binding commitments providing for the issuance of, or granting of rights to acquire, any share capital of Aprion or under which Aprion is, or may become, obligated to issue any of its securities. All issued and outstanding share capital of the Company has been duly authorized, and is validly issued and outstanding and fully paid and nonassessable .. The share options set forth in Part 4.3(a) of the Aprion Disclosure Schedule were duly authorized and validly granted to the Persons named therein, in accordance with Aprion’s share options plan(s) and applicable law, and Aprion has reserved sufficient number of Ordinary Shares for any exercise of such options.
Capitalization; Valid Issuance. (a) Immediately prior to the Closing, Redfield has an authorized capitalization consisting of (i) 10,178,750 Class A Units, 100% of which are issued and outstanding and owned, beneficially and of record, by the Persons identified on Part 5.5(a)(i) of the Redfield Disclosure Schedule, (ii) 10,256,776 Class B Units, 100% of which are issued and outstanding and owned, beneficially and of record, by the Persons identified on Part 5.5(a)(ii) of the Redfield Disclosure Schedule, (iii) 1,552,000 Class C Preferred Units, 100% of which are issued and outstanding and owned, beneficially and of record, by the Persons identified on Part 5.5(a)(iii) of the Redfield Disclosure Schedule and (iv) 100 Class G Units, none of which are issued and outstanding. Except for Class A Units, Class B Units, Class C Preferred Units and Class G Units, Redfield has not designated for issuance any form of membership interests. All of the outstanding Class A Units, Class B Units and Class C Preferred Units were, at the time of issuance, duly and validly created pursuant to the Act and were issued and paid for in full in accordance with the Current LLC Agreement. The Class G Units that will be purchased by Gevo Development hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly created and paid for in full, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the Related Agreements and under applicable state and federal securities Laws. Except as set forth on Part 5.5(a) of the Redfield Disclosure Schedule, there are no outstanding subscriptions, options, warrants, rights, securities, Contracts, commitments, understandings or arrangements by which Redfield is bound to issue, repurchase or otherwise acquire, redeem or retire any additional units, membership interests or any other equity interests in Redfield or pursuant to which any Person has a right to purchase Class A Units, Class B Units, Class C Preferred Units or Class G Units or any other equity interests in Redfield.
Capitalization; Valid Issuance. The Shares constitute the only whole of the issued and allotted share capital of the Company. The Company does not have any other outstanding ordinary shares, preferred shares, options, warrants, convertible debt convertible into any equity interests, of the Company. All of the Shares were duly authorized for issuance without violation of any preemptive or similar rights and are validly issued and fully paid and nonassessable. The Seller is the only record and beneficial owner of the Shares and has valid title to the Shares, free and clear of any and all Encumbrances (other than Encumbrances in favor of the Buyer). The Seller has the corporate or other applicable organizational power and authority to sell, transfer, assign and deliver the Shares as provided in this Agreement, and such delivery will convey to the Buyer good and valid title to such Shares, free and clear of any and all Encumbrances.
