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 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 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 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 Purchasers’ representations and warranties in Article III, the 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 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. Exhibit E attached hereto sets forth, as of the date hereof, all of the authorized, issued and outstanding equity securities of the Company and the holders thereof. Except as set forth on Exhibit E, in the Agreement or in the Bridge Note, there are no equity securities of the Company issued, reserved for issuance or outstanding and no outstanding options, warrants, convertible or exchangeable securities, securities exercisable for other securities, subscriptions, rights (including any preemptive rights), equity linked securities, calls or commitments of any character whatsoever to which the Company is a party or may be bound requiring the issuance or sale of any equity securities of the Company. Except as set forth in Exhibit E, no stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or terms of such agreements or understandings, or the lapse of a Company repurchase right, upon the occurrence of any event. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. To the Company’s knowledge, no stock options, stock appreciation rights or other equity-based awards issued or granted by the Company are, or will be, subject to the penalties of Section 409A(a)(1) of the Internal Revenue Code of 1986, as amended. All outstanding equity securities of the Company have been, or upon issuance will be, validly issued and are fully paid and nonassessable. The Company holds no equity securities or other ownership interests in any other person or entity, other than the Subsidiary.
Capitalization; Valid Issuance. The authorized share capital of New Adagio (excluding the issued share capital) consists of one thousand (1,000) share of Common Stock and the issued share capital of New Adagio consists of one (1) share of Common Stock. Immediately following the Convertible Note Closing, all of the issued and outstanding shares of Common Stock (A) shall be duly authorized, validly issued, fully paid and nonassessable, (B) shall have been issued in compliance with applicable law and (C) shall not have been issued in breach or violation of any preemptive rights or contract. There are no shareholder agreements, voting trusts or other agreements or understandings to which New Adagio is a party or by which it is bound relating to the voting of any securities of New Adagio, other than (1) as set forth in any form, report, statement, schedule, proxy and other document filed by XXXX on or prior to the Convertible Note Closing and (2) as contemplated by the Business Combination Agreement.
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, 40,353,101 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 U.S. Securities and Exchange Commission (the “Commission”), or as otherwise notified to the Company, are as set forth in the Amended Proxy Statement for the Company’s 2019 Annual General Meeting of Shareholders, furnished on Form 6-K to the Commission on November 26, 2019, 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 Amended Proxy Statement. As December 31, 2019: (i) 1,050,298 Ordinary Shares are reserved for issuance under the Company’s 2011 Israeli Share Award Plan, as amended (the “Option Plan”), and (ii) 2,346,679 Ordinary Shares are subject to outstanding options under the Option Plan, of which options to purchase 1,412,023 Ordinary Shares were vested as of such date, and 145,897 restricted shares 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 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...
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. (a) 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 October 31, 2001, 63,671,536 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 October 31, 2001, there were 7,718,929 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.
