Capitalization. Schedule 4.3 sets forth the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 5 contracts
Samples: Purchase Agreement (Tarantella Inc), Purchase Agreement (Tarantella Inc), Purchase Agreement (Tarantella Inc)
Capitalization. Schedule 4.3 sets forth the (a) The authorized capital stock of the Company on consists of 30,000,000 shares of Company Common Stock and 7,000,000 shares of preferred stock, par value $.01 per share ("Company Preferred Stock"). As of the date hereof; of this Agreement, there are (bx) the number of 6,467,731 shares of capital stock Company Common Stock issued and outstanding; outstanding and (cy) the number of such shares of capital stock Company Common Stock issuable pursuant to the Company’s stock plans; and (d) the number upon exercise of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable foroutstanding options or warrants as set forth in Schedule 3.02 annexed hereto. No Company Preferred Stock has ever been issued. Except as set forth on Schedule 3.02, or convertible into or exchangeable for any shares of capital stock of the Company. All all of the issued and outstanding shares of the Company’s capital stock Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive preemptive rights with no personal liability attaching to the ownership thereof. The authorized and were issued in compliance in all material respects with applicable law and any rights outstanding capital stock of third partieseach Subsidiary of the Company is set forth on Schedule 3.02. All of the issued and outstanding shares of capital stock of each Subsidiary of the Company are owned by the Company, have been duly authorized and validly issued and are fully paid, nonassessable non-assessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual preemptive rights with respect no personal liability attaching to any securities of the Companyownership thereof. Except as described on set forth in Schedule 4.33.02 hereto, there are no the Company does not have and is not bound by any outstanding warrantssubscriptions, options, convertible securities warrants, calls, commitments or other rights, agreements or arrangements of any character under which calling for the purchase or issuance of any shares of Company Common Stock or any other equity security of the Company or any of its Subsidiaries is or may be obligated any securities representing the right to issue purchase or otherwise receive any shares of Company Common Stock or any other equity securities security of any kind and except as contemplated by this Agreement, neither the Company nor or any of its Subsidiaries is currently other than as provided for in negotiations for the issuance of any equity securities of any kindthis Agreement. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there There are no voting agreementsbonds, buy-sell agreementsdebentures, option or right of first purchase agreements notes or other agreements of any kind among the Company and any of the securityholders indebtedness of the Company relating having the right to vote (or convertible into, or exchangeable for securities having the securities right to vote) on any matters on which stockholders of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsmay vote.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Fresh Juice Co Inc), Agreement and Plan of Merger (Saratoga Beverage Group Inc), Agreement and Plan of Merger (Saratoga Beverage Group Inc)
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsSecurities) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 4.3, and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Amnutria Dairy Inc.), Securities Purchase Agreement (Ardmore Holding CORP), Securities Purchase Agreement (Amnutria Dairy Inc.)
Capitalization. Schedule 4.3 and/or the SEC Filings (as defined below) sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsSecurities) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued rights. Except as described on Schedule 4.3 or in compliance in the SEC Filings (as defined below), all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3 or in the SEC Filings (as defined below), no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.34.3 or in the SEC Filings (as defined below), there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except SEC Filings (as described on Schedule 4.3defined below), the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the InvestorsInvestor) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3 or in the SEC Filings (as defined below), the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Vanity Events Holding, Inc.), Securities Purchase Agreement (Vanity Events Holding, Inc.), Securities Purchase Agreement (Vanity Events Holding, Inc.)
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsSecurities) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement4.3, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Emerald Dairy Inc), Securities Purchase Agreement (Emerald Dairy Inc), Securities Purchase Agreement (Emerald Dairy Inc)
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 4 contracts
Samples: Purchase Agreement (Adept Technology Inc), Purchase Agreement (Unify Corp), Purchase Agreement (Adept Technology Inc)
Capitalization. Schedule 4.3 3.3 sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsShares) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.33.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this AgreementAgreement and shares issued to officers, directors, employees, and consultants pursuant to employee benefit plans (“Benefit Plans”) as disclosed in the SEC Reports; and, neither the Company nor any of its Subsidiaries is currently in negotiations or has any commitments for the issuance of any equity securities of any kind, other than in connection with this Agreement. Except as described on Schedule 4.3 3.3 and except for the Registration Rights AgreementStockholders Agreement and Benefit Plans, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.33.3 and except as provided in the Stockholders Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Securities Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities Shares hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the InvestorsPurchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 3.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Feinberg Family Trust), Securities Purchase Agreement (Strobeck Matthew), Securities Purchase Agreement (Vermillion, Inc.)
Capitalization. Schedule 4.3 sets forth the authorized The number of shares and type of all authorized, issued and outstanding capital stock stock, options and other securities of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) whether or not presently convertible into, or exercisable or exchangeable for, or convertible into or exchangeable for any shares of capital stock of the Company) is set forth in Schedule 3.1(g). All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary the Company are duly authorized, validly issued, fully paid and nonassessable and have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in with all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claimsecurities laws. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the CompanyCompany are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, except as set forth in Schedule 3.1(g). Except as described on a result of the purchase and sale of the Securities and except as disclosed in Schedule 4.33.1(g), there are no outstanding options, warrants, optionsscript rights to subscribe to, convertible securities calls or other rights, agreements or arrangements commitments of any character under whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries Subsidiary is or may be obligated become bound to issue any equity additional shares of Common Stock, or securities or rights convertible into or exercisable or exchangeable for shares of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kindCommon Stock. Except as described on disclosed in Schedule 4.3 and except for the Registration Rights Agreement3.1(g), there are no voting agreements, buyanti-sell agreements, option dilution or right of first purchase agreements or other agreements of price adjustment provisions contained in any kind among security issued by the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis (or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, agreement providing rights to security holders) and the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the InvestorsPurchasers) and will not result in the adjustment a right of any holder of Company securities to adjust the exercise, conversion, number of issuable shares, exchange or reset price of any outstanding securityunder such securities. The Company does will not have outstanding shareholder purchase rights authorize the issuance of any additional securities unless there are sufficient authorized shares of Common Stock (or any similar arrangement successor security thereto) available, taking into account all potential adjustments or anti-dilution provisions in effect giving any Person such securities, to satisfy the right rights of the Purchasers to purchase any equity interest acquire the Securities and underlying securities in the event of exercise of the Warrant. Further, if at any time the number of shares of Common Stock available for issuance were insufficient for any reason to satisfy such rights of the Purchasers, the Company upon the occurrence of certain eventswould take immediate action to cause sufficient authorized shares to be authorized or effect a reverse stock split to provide sufficient shares to be available.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Avi Biopharma Inc), Document Securities Purchase Agreement (Avi Biopharma Inc), Securities Purchase Agreement (Avi Biopharma Inc)
Capitalization. Schedule 4.3 sets forth (a) the authorized capital -------------- ------------ stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s 's stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s 's capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable law and any rights of third partieslaw. All of the issued and outstanding shares of capital stock equity interests of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable law and any rights of third parties and and, except as described on Schedule 4.3, are owned by the Company, beneficially and of record, subject to ------------ no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no ------------ outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the ------------ Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the any currently outstanding ------------ or future arising right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Schedule 4.3 sets forth a true and complete table setting forth the ------------ pro forma capitalization of the Company on a fully diluted basis giving effect to (i) the issuance of the Shares and the Warrants, (ii) any adjustments in other securities resulting from such issuance, and (iii) the exercise or conversion of all outstanding securities. Except as described on Schedule 4.3, ------------ the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of trigger any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsanti-dilution rights.
Appears in 3 contracts
Samples: Purchase Agreement (Amerigon Inc), Purchase Agreement (Amerigon Inc), Exchange Agreement (Amerigon Inc)
Capitalization. Schedule 4.3 sets forth 5.3 accurately and completely describes the capitalization of the Company, which description of the capitalization of the Company shall include, without limitation, (a) the authorized share capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock equity plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsNote) exercisable for, or convertible into or exchangeable for for, any shares of capital stock of the Company’s share capital. All of the issued and outstanding shares of the Company’s capital stock Company have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state, federal and foreign securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state, federal and foreign securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claimLien. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there There are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities Equity Interests of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities Equity Interests of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement5.3, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.35.3, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no Contracts by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries. Except as described on Schedule 5.3, the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plans or agreements. Except as described on Schedule 5.3 and except as provided in this Agreement, no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 ActAct or any applicable foreign securities law, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. There are no Proceedings or threatened Proceedings (whether oral or in writing) pursuant to which any Person claims or alleges that such Person owns, or that such Person is or was entitled to be granted, issued or receive, any capital stock or equity securities of the Company or any Subsidiary, including any options, warrants or any other security or right to receive any capital stock or equity securities of the Company or any Subsidiary. Except as described on Schedule 4.35.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock Shares or other securities to any other Person (other than the InvestorsInvestor) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding securitysecurity or any other action punitive to the Company or any Subsidiary. The Company does not have outstanding shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events, nor do the Company’s Organizational Documents include any other anti-takeover mechanism such as “staggered board” or any similar mechanism intended to frustrate, block or derail tender offers for the purchase of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Hale Martin M Jr), Securities Purchase Agreement (Top Image Systems LTD), Securities Purchase Agreement (Top Image Systems LTD)
Capitalization. Schedule 4.3 sets forth the authorized The outstanding capital stock of the Company is as described in the Company’s Quarterly Report on Form 10-Q/A for the date hereof; three month period ending January 31, 2006 and the private placement memorandum dated June 21, 2006 (bthe “Memorandum”) provided to Investor. Except as described in the number of shares of SEC Reports or the Memorandum, the Company has not issued any capital stock issued and outstanding; (c) the number of shares of capital stock issuable stock, other than pursuant to the purchase of shares under the Company’s employee stock plans; option plan and (d) the number exercise of shares of capital outstanding warrants or stock issuable options, in each case as disclosed in the Memorandum or the SEC Reports. The Shares and reserved for issuance Warrant Shares to be sold pursuant to securities (other than the Shares Agreements and the Common Stock Purchase Warrants have been duly authorized, and when issued and paid for in accordance with the terms of the Agreements and the Common Stock Purchase Warrants) exercisable for, will be duly and validly issued, fully paid and nonassessable, subject to no lien, claim or convertible into or exchangeable encumbrance (except for any such lien, claim or encumbrance created, directly or indirectly, by the Investor). The outstanding shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock Company have been duly authorized and validly issued and are fully paidpaid and nonassessable, nonassessable and free of pre-emptive rights and were have been issued in compliance with the registration requirements of federal and state securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The Company owns one hundred percent of all material respects with applicable law and any rights of third parties. All of the issued outstanding capital stock of each of its subsidiaries, free and clear of all liens, claims and encumbrances. There are not (i) any outstanding preemptive rights, or (ii) any rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon not disclosed in the occurrence SEC Reports or Memorandum, or (iii) any contract, commitment, agreement, understanding or arrangement of certain eventsany kind to which the Company is a party that would provide for the issuance or sale of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options not disclosed in the SEC Reports or the Memorandum. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party, other than as described in SEC Reports or the Memorandum.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Securities Purchase Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Securities Purchase Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement4.3, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the InvestorsInvestor) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 3 contracts
Samples: Purchase Agreement (AMBER Ready, Inc), Purchase Agreement (AMBER Ready, Inc), Purchase Agreement (AMBER Ready, Inc)
Capitalization. Schedule 4.3 sets forth the The authorized capital stock and other equity securities of each of the Company and each of its Subsidiaries is as set forth on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the CompanySchedule 4.06. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock and other equity securities of each Subsidiary have been of the Company and each of its Subsidiaries are duly authorized and validly issued and are issued, fully paid, nonassessable non-assessable, free and free clear of pre-emptive rightsall Liens other than those in favor of Senior Agent, and such shares were issued in compliance in with all material respects with applicable law state and federal laws concerning the issuance of securities. No shares of the capital stock of Company or any rights of third parties its Subsidiaries, other than those described above, are issued and outstanding. Except as set forth on Schedule 4.06, all of the issued and outstanding capital stock and other equity securities of Subsidiaries of the Company are owned by the Company. Upon issuance, beneficially the Series A-1 Preferred Stock will be duly authorized and validly issued, fully paid, non-assessable, free and clear of record, subject to no lien, encumbrance or other adverse claimall Liens. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities Following the filing of the CompanyAuthorized Share Amendment, the Common Stock issuable upon conversion of the Series A-1 Preferred Stock will, when issued, be duly authorized, validly issued, fully paid and non-assessable. Except as described provided in the Stockholders Agreement and as set forth on Schedule 4.34.06, there are no preemptive or other outstanding warrantsrights, options, convertible securities warrants, conversion rights or other rights, similar agreements or arrangements of any character under which understandings for the purchase or acquisition from the Company or any of its Subsidiaries is Subsidiaries, of any shares of capital stock or may be obligated to issue any equity other securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventssuch entity.
Appears in 3 contracts
Samples: Exchange Agreement (Castle Dental Centers Inc), Heller Financial Inc, Midwest Mezzanine Fund Ii Lp
Capitalization. Schedule 4.3 sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paidissued. Except as described on Schedule 4.3, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither and the Company nor any of its Subsidiaries is not currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Securities Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 3 contracts
Samples: Purchase Agreement (Celsion CORP), Purchase Agreement (Celsion CORP), Purchase Agreement (Celsion CORP)
Capitalization. Schedule 4.3 2(c) sets forth as of the date hereof (i) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (cii) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (diii) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsNotes) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 2(c), all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lienLien (as defined below). Except as described on Schedule 2(c), encumbrance or other adverse claim. No no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as contemplated by the Loan Documents and except as described on Schedule 4.32(c), there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreementthe Loan Documents, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 2(c) and except for the Registration Rights AgreementLoan Documents, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.32(c) and except as contemplated under this Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the Securities Act of 1933, as amended (the “1933 Act”), whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 3 contracts
Samples: Junior Secured Convertible Note Purchase Agreement (Determine, Inc.), Junior Secured Convertible Note Purchase Agreement (Determine, Inc.), Junior Secured Convertible Note Purchase Agreement (Selectica Inc)
Capitalization. (a) Schedule 4.3 5.3 sets forth (i) the authorized capital stock of the Company on the date hereof; , (bii) the number of shares of capital stock issued and outstanding; , (ciii) the number of shares of capital stock issuable pursuant to the Company’s stock plans; , and (div) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsSecurities) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, and, except as described on Schedule 5.3, are subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.35.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and and, except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 5.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company its security holders relating to the securities of the Company held by themCompany. Except as described on Schedule 4.35.3, the Company has not granted any Person the right to require the Company to register any of its securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Novelos Therapeutics, Inc.), Securities Purchase Agreement (Novelos Therapeutics, Inc.), Purchase Agreement (Aerogen Inc)
Capitalization. Schedule 4.3 3.3 sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock equity plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 3.3, or in the SEC Documents, all of the issued and outstanding shares of capital stock of each Subsidiary of its Subsidiaries have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 3.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.33.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreementthe Private Placement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as granted pursuant to the Company’s equity plans and as described on Schedule 4.3 and except for the Registration Rights Agreement3.3, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.33.3, as contemplated by Section 2.5 and as described in the Company SEC Documents, no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Securities Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities Shares hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than as part of the InvestorsPrivate Placement) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 3 contracts
Samples: Subscription Agreement (Intersections Inc), Subscription Agreement (Intersections Inc), Subscription Agreement (Intersections Inc)
Capitalization. Schedule 4.3 sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except for the Convertible Notes and except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except for the Convertible Notes and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights AgreementAgreement and the Voting Agreements, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 3 contracts
Samples: Form of Purchase Agreement (Visualant Inc), Form of Purchase Agreement (Visualant Inc), Form of Purchase Agreement (Visualant Inc)
Capitalization. Schedule 4.3 sets forth the The Company has duly and validly authorized capital stock as set forth in the SEC Filings and in the Articles of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock Incorporation of the Company, as amended and as in effect as of the Closing Date (the “Certificate of Incorporation”). All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidExcept as set forth in Schedule 3.3, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on set forth in Schedule 4.33.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kindkind as of the date of this Agreement. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there There are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on set forth in Schedule 4.33.3, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described set forth on Schedule 4.33.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Precision Optics Corporation, Inc.), Securities Purchase Agreement (Precision Optics Corporation, Inc.), Securities Purchase Agreement (PRECISION OPTICS Corp INC)
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereofas of March 31, 2011; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidExcept as described on Schedule 4.3, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is not currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.34.3 or elsewhere in this Agreement, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Investment Unit Purchase Agreement (Auxilio Inc), Investment Unit Purchase Agreement (Auxilio Inc)
Capitalization. Schedule 4.3 sets forth the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s 's capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Other than pursuant to the Investors' Rights Agreement (the "Investors' Agreement"), dated January __, 2005, among the Company and certain Investors (as defined therein) when such is executed and delivered, or pursuant to the Certificate of Designations, Preferences and Rights pertaining to the Company's Series C Preferred Stock (the "Series C Certificate of Designations") when such is filed and becomes effective, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3Other than pursuant to the Investors' Agreement, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated agreements which have been filed as exhibits to issue any equity securities of any kind and except as contemplated by this Agreementthe SEC Filings (collectively, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement"Material Contracts"), there are no voting agreements, buy-sell agreements, option options or right rights of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3Other than pursuant to the Investors' Agreement, or any of the Company Material Contracts, no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Securities Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person, other than pursuant to the Investors' Agreement. Except as described on Schedule 4.3, the The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the InvestorsPurchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder stockholder purchase rights or "poison pill" or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Subordinated Note and Warrant Purchase Agreement (Warp Technology Holdings Inc), Senior Note and Warrant Purchase Agreement (Warp Technology Holdings Inc)
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsShares) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind kind, and except as contemplated by this Agreement, neither Agreement or in connection with incentive compensation arrangements entered into by the Company nor any in the ordinary course of its Subsidiaries business, the Company is not currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Purchase Agreement (Avalon Pharmaceuticals Inc), Registration Rights Agreement (Avalon Pharmaceuticals Inc)
Capitalization. The Company has set forth on Schedule 4.3 sets forth the 3.3 a description of all duly and validly authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Companystock. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable law Law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable law state and federal securities Law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claimLien. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there There are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreementset forth in Schedule 3.3, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for in the Registration Rights Agreement, SEC Filings there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders security holders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, in the Company SEC Filings no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Securities Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. No securities that are exchangeable or exercisable for, or convertible into, capital stock of the Company are outstanding, other than as set forth on Schedule 3.3 hereto. Except as described on Schedule 4.3in the SEC Filings, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsevents (a “Rights Plan”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sphere 3D Corp), Agreement and Plan of Merger (Overland Storage Inc)
Capitalization. Schedule 4.3 sets Set forth on SCHEDULE 3.3 hereto is (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstandingoutstanding on the date hereof; (c) the number of shares of capital stock issuable pursuant to the Company’s 's stock option, stock purchase, stock award and similar plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities all Common Stock Equivalents outstanding or which the Company has agreed to issue (other than the Shares Note, the Other Notes, the Warrant, the Warrants issuable pursuant to the Other Purchase Agreements, the Redemption Warrant and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock Common Stock Purchase Warrants that may be issued upon redemption of the CompanyOther Notes pursuant to Section 2(b) thereof). All of the issued and outstanding shares of the Company’s 's capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights preemptive rights. Except as set forth in Section 6.3 of this Agreement and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidOther Purchase Agreements, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive preemptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described set forth on Schedule 4.3SCHEDULE 3.3 or in the SEC filings, there are no outstanding warrants, options, convertible securities Common Stock Equivalents or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any Common Stock Equivalents or other equity securities of any kind kind, and except as contemplated by this AgreementAgreement and the Other Purchase Agreements, neither the Company nor any of its Subsidiaries has no plans or proposals, and is not currently in negotiations negotiations, for the issuance of any equity securities Common Stock Equivalents or capital stock of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are The Company has no knowledge of any voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders security holders of the Company relating to the securities of the Company held by them. Except as described set forth on Schedule 4.3SCHEDULE 3.3, except in connection with the Other Purchase Agreements and except for registration rights relating to registration statements on file with the SEC as of the date of this Agreement, the Company has not granted any Person the right (which is now outstanding or effective) to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Purchase Agreement (Zix Corp), Purchase Agreement (Zix Corp)
Capitalization. Schedule 4.3 sets The SEC Filings set forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive preemptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive preemptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive preemptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3set forth in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there There are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other similar agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3for the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities hereunder Shares will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Purchase Agreement (Central European Distribution Corp), Purchase Agreement (Central European Distribution Corp)
Capitalization. Schedule 4.3 sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except for the Merger Agreement and except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement and the Merger Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except for the [Bravo] Transaction Documents and the Registration Rights Agreement or as described on Schedule 4.3 and except for the Registration Rights Agreement4.3, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as provided in the [Bravo] Transaction Documents and the Registration Rights Agreement or as described on Schedule 4.3, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Purchase Agreement (Remark Media, Inc.), Purchase Agreement (Remark Media, Inc.)
Capitalization. Schedule 4.3 sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to options or other rights outstanding under the Company’s 's stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares Shares, the Warrants and options or other rights outstanding under the WarrantsCompany's stock plans) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s 's capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement and the Investor Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or a "poison pill" or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Purchase Agreement (Vitalstream Holdings Inc), Purchase Agreement (Vitalstream Holdings Inc)
Capitalization. Schedule 4.3 sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plansplans (including, after giving effect to the Merger); and (d) the number of shares of capital stock issuable pursuant to the Merger; (e) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company; and (f) the pro forma capitalization of the Company after giving effect to the Merger, the Reverse Split, the issuance of the Shares and the Warrants and the consummation of the other transactions contemplated by the Transaction Documents. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock or membership interests, as applicable, of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are and, upon consummation of the Merger, will be directly or indirectly owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except for Securities to be issued hereunder and the Agent Warrants or as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind kind, and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, the Stock Repurchase Agreement and the Voting Agreements, there are no voting agreements, repurchase or redemption agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except for the Agent Warrants or as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and and, except for the Reverse Split, will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Purchase Agreement (Power Solutions International, Inc.), Purchase Agreement (Power Solutions International, Inc.)
Capitalization. Schedule 4.3 sets forth the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock securities of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the CompanyCompany or any of its Subsidiaries. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and and, except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company or any of its Subsidiaries and any of its or their respective securityholders (other than the securityholders of the Company Investors) relating to the securities of the Company or any of its Subsidiaries held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, no Person other than the Company Investors has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities Shares hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Registration Rights Agreement (Bay Bancorp, Inc.), Securities Purchase Agreement (Bay Bancorp, Inc.)
Capitalization. Schedule 4.3 sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock incentive plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsWarrant) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, or option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders security holders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cryoport, Inc.), Securities Purchase Agreement (Cryoport, Inc.)
Capitalization. Schedule 4.3 sets forth As of the date hereof, the authorized capital stock of the Company on consists of 35,000,000 shares of capital stock, of which 30,000,000 shares are designated Common Stock and 5,000,000 shares are designated preferred stock. As of December 6, 2001, there were approximately (i) 19,571,796 shares of Common Stock issued and outstanding, (ii) no shares of Preferred Stock issued and outstanding, (iii) 708,700 shares of Common Stock reserved for issuance under the date hereof; Company’s 2001 Stock Option Plan, including 3,510,470 shares issuable upon exercise of outstanding stock options issued by the Company to employees, consultants and directors of the Company, (biv) 664,072 shares of Common Stock reserved for issuance upon exercise of warrants issued by the number of Company and (vi) except for the rights issuable pursuant to the Rights Agreement, no other shares or options, warrants or other rights to acquire shares of capital stock issued and outstanding; (c) of the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to Company or securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been Common Stock are duly authorized authorized, validly issued, fully paid and validly issued and are fully paidnonassessable, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and from any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and liens or any rights of third parties and are owned other encumbrances created by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights Company with respect to the issuance and delivery thereof and not subject to preemptive rights. Other than as disclosed in the SEC Documents, except as set forth above, there are no outstanding rights, options, warrants, preemptive rights, rights of first refusal agreements, commitments or similar rights for the purchase or acquisition from the Company of any securities of the Company. The Shares to be sold pursuant to the Agreements have been duly authorized, and when issued and paid for in accordance with the terms of the Agreements will be duly and validly issued, fully paid and nonassessable, free and clear of all pledges, liens, encumbrances and other restrictions (other than those arising under federal or state securities laws as a result of the private placement of the Shares to the Investors). Except as described on Schedule 4.3for the rights issuable pursuant to the Rights Agreement, there are no outstanding warrantspreemptive right, optionsco-sale right, convertible securities right of first refusal or other rights, agreements similar right exists with respect to the Shares or arrangements the issuance and sale thereof. No further approval or authorization of any character under which stockholder, the Board of Directors of the Company or any of its Subsidiaries others is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations required for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate Shares. Except as set forth in the SEC Documents, no holder of any of the securities of the Company has any rights (“demand,” “piggyback” or otherwise) to issue shares of Common Stock or other have such securities to any other Person (other than the Investors) and will not result in the adjustment registered by reason of the exerciseintention to file, conversion, exchange filing or reset price effectiveness of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement a Registration Statement (as defined in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsSection 7.1 hereof).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Martek Biosciences Corp), Stock Purchase Agreement (Martek Biosciences Corp)
Capitalization. Schedule 4.3 3.3 sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable remaining available for issuance pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to outstanding securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for for, any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim, except the issued and outstanding capital stock, membership units or other securities owned or held of record by the Company in its Subsidiaries that have been pledged as collateral under that certain Amended and Restated Loan and Security Agreement, dated as of August 23, 2013, by and among the Company, the entities from time to time party thereto as Lenders and White Oak Global Advisors, LLC (the “Existing Credit Agreement”). No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.33.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this AgreementAgreement and shares issued to officers, directors, employees, and consultants pursuant to employee benefit plans (“Benefit Plans”) as disclosed in the SEC Reports; and neither the Company nor any of its Subsidiaries is currently in negotiations has any commitments for the issuance of any equity securities of any kind, other than in connection with this Agreement or as described on Schedule 3.3. Except as described on Schedule 4.3 3.3 and except for the Registration Rights AgreementAmended and Restated XXX and Benefit Plans, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.33.3 and except as provided in the Amended and Restated XXX, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Securities Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities hereunder Preferred Shares and Warrants and the issuance of Common Stock upon the conversion of the Preferred Shares and the exercise of the Warrants hereunder, subject to the Requisite Stockholder Approval, will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the InvestorsPurchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 3.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Hansen Medical Inc), Securities Purchase Agreement (Feinberg Larry N)
Capitalization. Schedule Set forth on SCHEDULE 4.3 sets forth hereto is (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s 's stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Companystock. All of the issued and outstanding shares of the Company’s 's capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third partiespreemptive rights. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidExcept as set forth on SCHEDULE 4.3, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive preemptive or similar statutory or contractual rights with respect to any securities of the Company, including the Shares, the Warrants and the Warrant Shares. Except as described set forth on Schedule SCHEDULE 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind kind, or to transfer any equity securities of any kind, and except as contemplated by this Agreement, neither the Company nor does not have any of its Subsidiaries is currently in negotiations for the issuance of present plan or intention to issue any equity securities of any kind, or to transfer any equity securities of any kind owned by it. Except as described set forth on Schedule 4.3 and except for SCHEDULE 4.3, the Registration Rights Agreement, there are no Company does not know of any voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described set forth on Schedule SCHEDULE 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Purchase Agreement (Avi Biopharma Inc), Purchase Agreement (Avi Biopharma Inc)
Capitalization. Schedule 4.3 sets forth the The entire authorized capital stock of the Company on the date hereof; Seller consists of one hundred million (b100,000,000) the number of shares of capital stock Seller Common Stock out of which fourteen million (14,000,000) shares are issued and outstanding; , two million (c2,000,000) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and are reserved for issuance pursuant to securities as the Purchase Shares hereunder and four million (other than the Shares and the Warrants4,000,000) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Companyare held in treasury. All of the issued and outstanding shares of the Company’s capital stock Seller Common Stock as aforesaid have been duly authorized and authorized, are validly issued and are issued, fully paid, nonassessable and free of prenon-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidassessable, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned of record by such Persons and in such amounts as listed in ss.3(d) of the CompanyDisclosure Schedule. There are no outstanding or authorized options, beneficially and of recordwarrants, subject to no lienpurchase rights, encumbrance subscription rights, conversion rights, exchange rights, or other adverse claimcontracts or commitments (other than this Agreement) that could require Seller to issue, sell, or otherwise cause to become outstanding any of its capital stock. No Person Notwithstanding the foregoing, Buyer expressly acknowledges and agrees that Seller is presently contemplating, and shall in all respects be entitled and authorized to preeffect in Seller's sole and absolute discretion at any time or from time to time prior to, at or after the Closing, one or more issuances of all or any portion of the four million (4,000,000) unreserved shares of Seller Common Stock currently held by Seller in treasury in connection with any potential acquisition or equity-emptive financing transaction(s) as Seller may desire to effect hereafter. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar statutory or contractual rights with respect to any securities capital stock of Seller. Section 3(d) of the CompanyDisclosure Schedule sets forth true, correct, and complete copies of the unaudited balance sheet, and the related profit and loss statement for the Seller and each Subsidiary, on a consolidated basis, as, at and for the period beginning on January 1, 2004 and ending on September 23, 2004 (the "Seller Financial Statements"). Except The Seller Financial Statements (i) have been prepared from, and are consistent with, the books and records of the Seller and each respective Subsidiary; (ii) are accurate and complete in all material respects; and (iii) fairly present, in all material respects, the financial condition and results of operations of the Seller and its Subsidiaries, on a consolidated basis, as described on Schedule 4.3at the dates, there are no outstanding warrantsand for the periods, options, convertible securities or other rights, agreements or arrangements stated therein. The financial books and records of any character under which the Company or any Seller and each of its Subsidiaries is or may be obligated to issue any equity securities of any kind are maintained in accordance with sound business practices and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsapplicable legal requirements.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Netfran Development Corp), Stock Purchase Agreement (Netfran Development Corp)
Capitalization. Schedule 4.3 sets forth As of the date hereof, the authorized capital stock of the Company on the date hereofhereof is______; (b) the number of shares of capital stock issued and outstandingoutstanding is ____________; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plansplans is ______; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsSecurities) exercisable for, or convertible into or exchangeable for any shares of capital stock of the CompanyCompany are ________. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third partiesrights. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as Other than described on Schedule 4.3herein and in the Company's periodic reports filed with the SEC, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the InvestorsInvestor) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Rocky Mountain High Brands, Inc.), Securities Purchase Agreement (Rocky Mountain High Brands, Inc.)
Capitalization. The Company’s preliminary proxy statement on Schedule 4.3 14A filed with the SEC on April 20, 2018 (the “Preliminary Proxy,” and collectively with the 10-K, the “Annual Report”) sets forth as of April 18, 2018 (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary Subsidiary, including the Preferred Shares, have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and and, except for the Preferred Shares, are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claimclaim other than as described in the SEC Filings. The stock transfer register of VTBH shows that the Seller is the registered holder of the Preferred Shares and to the Company’s knowledge, (i) the Seller is the lawful record and beneficial owner of the Preferred Shares with good and marketable title thereto, and, after giving effect to the Waiver, the Seller has the absolute right to sell, assign, convey, transfer and deliver the Preferred Shares, free and clear of all Claims (as such term is defined in the Sale Agreement), and (ii) other than the ROFR Agreement, there are no agreements, understanding or arrangements (whether with the Company, VTBH or any other Person) (A) granting any option, warrant or right of first refusal with respect to the Preferred Shares to any person or entity, (B) restricting the right of the Seller to sell the Preferred Shares to the Investors pursuant to the Sale Agreement, (C) restricting any other of the Seller’s rights with respect to the Preferred Shares, or (D) limiting or restricting the rights of the holder of any of the Preferred Shares. At Closing, the Waiver will be effective to waive any rights of VTBH under the ROFR Agreement. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described in the 10-K and grants made pursuant to stock incentive plans approved by the Company’s stockholders or employment agreements entered into in the ordinary course of business consistent with past practice and outstanding on Schedule 4.3the date hereof, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 in the Annual Report and except for the Sale Agreement, the Settlement Agreement, the ROFR Agreement and the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company or any of its Subsidiaries and any of the securityholders of the Company or any of its Subsidiaries relating to the securities of the Company or any Subsidiary held by them. Except as described on Schedule 4.3in the Annual Report and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Exchange Agreement, Exchange Agreement (Turtle Beach Corp)
Capitalization. Schedule 4.3 sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsShares) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third partiesrights. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidExcept as described on Schedule 4.3, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company Company, or by or among securityholders of the Company, relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities Shares hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Purchase Agreement (Response Genetics Inc), Purchase Agreement (Response Genetics Inc)
Capitalization. Schedule 4.3 sets forth the (a) The authorized capital stock of the Company on BYBK consists of (i) 20,000,000 shares of common stock, $1.00 par value per share (“BYBK Common Stock”), of which, as of the date hereof; (b) the number of this Agreement, 10,717,889 shares of capital stock are duly and validly issued and outstanding; (c) the number of , including 50,662 shares of capital stock issuable pursuant to the Company’s stock restricted BYBK Common Stock issued under BYBK equity compensation plans; , and (d) the number of 176,544 shares of capital stock issuable and were reserved for issuance pursuant upon the exercise of outstanding Rights in respect of BYBK common stock, and (ii) 9,201 shares of preferred stock, of which, as of the date of this Agreement, no shares are issued and outstanding. Except as provided in BYBK Disclosure Schedule 3.2(a), as of the date of this Agreement, there are not outstanding any bonds, debentures, notes or other indebtedness of BYBK or any BYBK Subsidiary having the right to securities vote (other than the Shares and the Warrants) exercisable or that are convertible into, or exchangeable for, securities of BYBK having the right to vote) on any matters on which stockholders of BYBK may vote, nor are any trust preferred or convertible into subordinated debt securities of BYBK or exchangeable for any shares of capital stock of the CompanyBYBK Company issued or outstanding. All of the issued and outstanding shares of the Company’s capital stock BYBK Common Stock have been duly authorized and validly issued and are fully paidpaid and nonassessable under the MGCL, nonassessable and free of pre-emptive rights preemptive rights, except as may be defined in BYBK’s articles of incorporation, and were not issued in compliance in all material respects with applicable law and any rights of third parties. All violation of the preemptive rights or other rights to subscribe for or purchase securities of any Person or in violation of any applicable Laws. Except as set forth in this Section 3.2(a) and BYBK Disclosure Schedule 3.2(a), BYBK has not issued nor is BYBK or any BYBK Subsidiary bound by any subscription, call, commitment, agreement or other Right of any character relating to the purchase, sale or issuance of, or right to receive dividends or other distributions on, any shares of BYBK Common Stock or any other security of BYBK or any securities representing the right to vote, purchase or otherwise receive any shares of BYBK Common Stock or any other security of BYBK. Accordingly, as of immediately prior to the Effective Time no more than 10,894,433 shares of BYBK Common Stock will be issued and outstanding and no more than 176,544 shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of BYBK Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company be reserved for issuance upon the occurrence exercise of certain eventsoutstanding BYBK Rights.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Old Line Bancshares Inc), Agreement and Plan of Merger (Bay Bancorp, Inc.)
Capitalization. Schedule 4.3 sets forth the The Company is authorized capital stock to issue 75,000,000 shares of the Company on Common Stock, of which 53,883,872 shares are issued and outstanding as of the date hereof; (b) the number of , and 10,000,000 shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to preferred stock. Except as set forth on Schedule 3.2 or in the Company’s stock plans; current, quarterly, annual and other periodic filings (dthe “SEC Reports”) with the number U.S. Securities and Exchange Commission (the “Commission”), there are no outstanding options, warrants or other rights to acquire any of shares of the Company’s capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable forstock, or convertible into securities convertible, exercisable or exchangeable for the Company’s capital stock or for securities themselves convertible, exercisable or exchangeable for the Company’s capital stock (together, “Convertible Securities”). Except as set forth on Schedule 3.2 or in the SEC Reports or pursuant to this Agreement or the Wilhelmina Agreement, the Company has no agreement or commitment to sell or issue any shares of capital stock of the Companyor Convertible Securities. All of the issued and outstanding shares of the Company’s capital stock Common Stock (i) have been duly authorized and validly issued and issued, (ii) are fully paidpaid and nonassessable, nonassessable (iii) are free from any preemptive and free of pre-emptive cumulative voting rights and (iv) were issued in compliance in all material respects pursuant to an effective registration statement filed with the Commission and applicable law state securities authorities or pursuant to valid exemptions under federal and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any state securities of the Companylaws. Except as described set forth on Schedule 4.33.2 or in the SEC Reports, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right rights of first purchase agreements refusal or other proxy or shareholder agreements of any kind among the Company and relating to any of the securityholders of Company’s securities to which the Company relating is a party or as to the securities of the Company held by them. Except as described on Schedule 4.3, which the Company has not granted any Person received written notice. When issued hereunder, the right to require the Company to register any securities of the Company under the 1933 ActShares and Additional Shares (if any) will be validly issued, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account fully paid and nonassessable, and will be free of any other Person. Except liens or encumbrances; provided, however, that the Shares and Additional Shares (if any) may be subject to restrictions on transfer under state and/or federal securities laws as described on Schedule 4.3, set forth herein or as otherwise required by such laws at the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventstime a transfer is proposed.
Appears in 2 contracts
Samples: Purchase Agreement (New Century Equity Holdings Corp), Purchase Agreement (Newcastle Partners L P)
Capitalization. As of the date hereof and prior to giving effect to the issuance of the Preferred Stock, Disclosure Schedule 4.3 4.4 sets forth the authorized capital stock capitalization of the Company on the date hereof; an outstanding basis and on a fully-diluted basis. Disclosure Schedule 4.4 also sets forth (bi) the number of shares of any capital stock granted pursuant to an employee benefit plan and (ii) any outstanding warrants, options or other securities. The Preferred Stock to be sold and issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; Agreement have been duly authorized, and (d) when issued and paid for in accordance with the number terms of shares of capital stock issuable the Agreement, will be duly and reserved for issuance pursuant to securities validly issued, fully paid and non-assessable (other than as to a lawful offering of securities under Section 5 of the Shares Securities Act) and as to a lawful offering of securities under Section 5 of the Warrants) exercisable forSecurities Act, assuming the correctness of the representations and warranties of the Investors set forth in Section 5 hereof. Except as set forth in or contemplated by the Agreement or as described in the Disclosure Schedule, no preemptive right, co-sale right, right of first refusal, registration right, or convertible into other similar right exists with respect to the Preferred Stock or exchangeable the issuance and sale thereof. Other than the necessary Board and Stockholder approvals necessary for any shares of capital stock of the Company. All of the issued and outstanding shares of either an increase in the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All Share Capital or a reverse split of the issued and currently authorized and/or outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidCommon Stock, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance further approval or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements authorization of any character under which stockholder, the Company or any Board of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders Directors of the Company relating to (“the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis Board”) or in connection with the registration of securities of the Company others is required for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate Preferred Stock. The issuance and sale of the Company Preferred Stock pursuant to issue shares the terms herein and the rights, preferences and privileges of Common the Preferred Stock or other securities to any other Person (other than the Investors) and will not result as set forth in the adjustment Certificate of Designation as filed with the Delaware Secretary of State have been unanimously approved by the Board of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsCompany.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Power Efficiency Corp), Securities Purchase Agreement (Power Efficiency Corp)
Capitalization. Schedule 4.3 sets forth As of the date hereof, the authorized capital stock of the Company on the date hereof; (b) the number consists of 20,000,000 shares of capital stock Common Stock, of which (i) 8,632,826 shares are validly issued and outstanding; , (cii) the number of no shares of capital stock issuable pursuant to the Company’s stock plans; are issued and held in treasury, and (diii) the number of 915,190 shares of capital stock issuable and are reserved for issuance pursuant upon exercise of existing Company Options (as defined below). No shares of Common Stock are held by any Subsidiary. Each outstanding share of Common Stock is duly authorized, validly issued, fully paid and nonassessable, and has not been issued in violation of any preemptive or similar rights. Other than as set forth in Schedule 2.3 and as contemplated by the Option Agreements: (i) there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments of any type relating to the issuance, sale, repurchase or transfer by the Company of any Common Stock or other securities of the Company (other than the Shares and the Warrants) exercisable for"Company Options"), or by the Company or any Subsidiary of any securities of a Subsidiary, (ii) there are no outstanding securities which are convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind Subsidiary, and except as contemplated by this Agreement, (iii) neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance Subsidiary has any obligation of any equity kind to issue any additional shares of capital stock or other securities to pay for or repurchase any shares of capital stock or other securities of any kindSubsidiary or any predecessor thereof. Except as described on Schedule 4.3 The Primary Shares being delivered herewith have been duly authorized, validly issued, fully paid and except nonassessable, are being delivered free and clear of all claims, liens, encumbrances and security interests, and are eligible for NASDAQ NMS trading without further consents or actions other than registration with the Securities and Exchange Commission (the "Commission") thereof pursuant to the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue The shares of Common Stock which will be issued upon exercise of the Options have been authorized and reserved for issuance, and when issued and delivered in accordance with the terms of the applicable Option Agreement, will be validly issued, fully paid and nonassessable and will be eligible for NASDAQ NMS trading without further consents or other securities to any other Person (actions other than registration thereof pursuant to the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsRegistration Rights Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Unimark Group Inc), Purchase Agreement (Mexico Strategic Advisors LLC)
Capitalization. Schedule 4.3 sets forth the The authorized capital stock of the Company on the date hereof; (b) the Corporation consists of an unlimited number of Common Shares. As of January 25, 2005, there were 10,145,009 Common Shares outstanding and only 933,000 Common Shares were reserved, in the aggregate, for issuance in respect of Dilutive Securities. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating the Corporation or any Subsidiary to issue or sell any shares of capital stock issued and outstanding; (c) the number Corporation or any of shares its Subsidiaries or securities or obligations of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or any kind convertible into or exchangeable for any shares of capital the Corporation, any Subsidiary or any other Person, nor is there outstanding any stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the book value, income or any other attribute of the CompanyCorporation or any Subsidiary, except as described in the Disclosure Letter, which description sets forth all of the material terms of the securities, including but not limited to, exercise, conversion or exchange price, as the case may be, term, vesting schedule and identity of the holder. There have been no Common Shares issued since September 30, 2004, other than as set forth in the Disclosure Letter. All of the issued and outstanding shares of the Company’s capital stock Common Shares have been duly authorized and are validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued (in compliance in with all material respects with applicable law and any rights of third parties. All of the issued securities laws) and outstanding shares of capital stock of each Subsidiary have been duly authorized as fully paid and validly issued and are fully paidnon-assessable shares, nonassessable and free of pre-emptive rights, were issued in compliance in any and all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance Encumbrances or other adverse claimrestrictions or limitations whatsoever, and no shares of capital stock are held in the Corporation’s treasury. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there There are no outstanding warrantsbonds, options, convertible securities debentures or other rights, agreements evidences of indebtedness of the Corporation or arrangements any Subsidiary having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of the Common Shares on any character under which matter. There are no outstanding contractual obligations of the Company Corporation or any of its Subsidiaries is to repurchase, redeem or may be obligated otherwise acquire any of its outstanding securities or with respect to issue the voting or disposition of any equity outstanding securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsSubsidiaries.
Appears in 2 contracts
Samples: Acquisition Agreement (VeriChip CORP), Acquisition Agreement (Applied Digital Solutions Inc)
Capitalization. Schedule 4.3 sets forth the (a) The authorized capital stock of the Company OLB consists of (i) 25,000,000 shares of Common Stock, par value $0.01 per share (“OLB Common Stock”), of which 12,467,517.5 shares are duly and validly issued and outstanding, and (ii) 1,000,000 shares of preferred stock, par value $0.01 per share (“OLB Preferred Stock”), none of which are outstanding, in each case on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock . As of the Companydate of this Agreement, there are not outstanding any bonds, debentures, notes or other indebtedness of OLB or any OLB Subsidiary having the right to vote on any matters on which stockholders of OLB may vote. All of the issued and outstanding shares of OLB Common Stock are fully paid and nonassessable under the CompanyMGCL, free of preemptive rights, except as may be defined in OLB’s capital stock articles of incorporation, and were not issued in violation of the preemptive rights of any Person or in violation of any applicable Laws. Except pursuant to this Agreement or as set forth in OLB Disclosure Schedule 4.2(a), OLB has not issued nor is OLB or any OLB Subsidiary bound by any subscription, call, commitment, agreement or other Right of any character relating to the purchase, sale or issuance of, or right to receive dividends or other distributions on, any shares of OLB Common Stock, OLB Preferred Stock or any other security of OLB or any securities representing the right to vote, purchase or otherwise receive any shares of OLB Common Stock, OLB Preferred Stock or any other security of OLB. The shares of OLB Common Stock to be issued pursuant to the Merger have been duly authorized and validly and, when issued and are delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive preemptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Old Line Bancshares Inc), Agreement and Plan of Merger (Bay Bancorp, Inc.)
Capitalization. (a) Schedule 4.3 5.3 sets forth (i) the authorized capital stock of the Company on the date hereof; , (bii) the number of shares of capital stock issued and outstanding; , (ciii) the number of shares of capital stock issuable pursuant to the Company’s stock plans; , and (div) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsSecurities) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.35.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and and, except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is not currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 5.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company its security holders relating to the securities of the Company held by themCompany. Except as described on Schedule 4.35.3, the Company has not granted any Person the right to require the Company to register any of its securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Novelos Therapeutics, Inc.), Securities Purchase Agreement (Novelos Therapeutics, Inc.)
Capitalization. Schedule 4.3 sets forth As of the date of this Agreement, the authorized capital stock of the Company on the date hereof; consists of (b1) the number of 100,000,000 shares of capital stock Common Stock, par value $0.01 per share, and (2) 10,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). At the close of business on March 6, 2023, there were 63,862,391 shares of Common Stock issued and outstanding and 1,471,000 shares of Series A Preferred Stock issued and outstanding; (c) . All of the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any outstanding shares of capital stock of the Company. All of the issued Company are duly authorized, validly issued, fully paid and outstanding shares of the Company’s capital stock non-assessable, have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with all applicable law federal and state securities Laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase any capital stock of the Company. The shares of Series B Preferred Stock (upon filing of the Series B Preferred Stock Statement with Respect to Shares with the Secretary of State of the Commonwealth of Pennsylvania) will be duly authorized by all necessary corporate action, and when issued and sold against receipt of the consideration therefor as provided in this Agreement and/or the Warrant Agreement, such shares of Series B Preferred Stock will be validly issued, fully paid and non-assessable and free of preemptive rights except for those stated herein. The shares of Common Stock (and, upon filing of the Non-Voting Common Stock Amendment, the Non-Voting Common Stock) issuable upon the conversion of the Series B Preferred Stock and/or exercise of the Warrants will have been duly authorized by all necessary corporate action and when so issued upon such conversion or exercise will be validly issued, fully paid and non-assessable, and free of preemptive rights except for those stated herein. The Company will (upon receipt of the Shareholder Approval regarding the increase in the number of authorized shares of Common Stock under the Articles of Incorporation to 200,000,000) reserve, free of any preemptive or similar rights of third parties. All shareholders of the issued Company, a number of unissued shares of Common Stock and Non-Voting Common Stock, sufficient to issue and deliver the Underlying Shares into which the Series B Preferred Stock or Non-Voting Common Stock, as applicable, is convertible under the Series B Preferred Stock Statement with Respect to Shares and/or the Non-Voting Common Stock Amendment, and/or subject to exercise under the Warrants. Except as set forth on Schedule 3.1(g), as of the date of this Agreement, there are no outstanding options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidthe Company or any of its Subsidiaries, nonassessable and free or contracts, commitments, understandings or arrangements by which the Company or any of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights its Subsidiaries is bound to issue additional shares of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities capital stock of the CompanyCompany or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries. Except as described set forth on Schedule 4.33.1(g), as of the date of this Agreement, there are no material outstanding warrantsdebt securities, optionsnotes, convertible securities credit agreements, credit facilities or other rightsagreements, documents or instruments evidencing indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is bound. Except for the Registration Rights Agreement, as of the date of this Agreement, if applicable, there are no agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities register the sale of any kind and except as contemplated by this Agreement, neither of its securities under the Securities Act. There are no outstanding securities or instruments of the Company nor or any of its Subsidiaries that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is currently in negotiations for bound to redeem a security of the Company or any of its Subsidiaries. As of the date of this Agreement, the Company and its Subsidiaries do not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. There are no securities or instruments issued by the Company or any of its Subsidiaries containing anti-dilution or similar provisions that will be triggered by the issuance of any equity securities of any kind. Except as described on Schedule 4.3 the Shares pursuant to this Agreement and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsTransaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Republic First Bancorp Inc), Securities Purchase Agreement (Republic First Bancorp Inc)
Capitalization. Schedule 4.3 sets forth the The authorized and outstanding capital stock of the Company on as of the date hereof; (bhereof is as set forth on Schedule 2.04(a) hereto. All of the number of outstanding shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued Company are validly issued, fully paid and outstanding shares of the Company’s capital stock non-assessable and have been duly authorized issued by the Company in compliance with all applicable federal and state securities laws and all applicable rules and regulations thereunder. The Securities to be issued hereunder have been validly authorized, and when delivered and paid for pursuant to this Agreement, will be validly issued and are outstanding, and fully paid, nonassessable paid and free non-assessable. Except for the satisfaction of pre-emptive rights any stockholder approvals and were issued in compliance in all material respects with applicable law and any rights of third parties. All the clearance of the Information Statement (as defined in Section 3.07), the Convertible Preferred Stock, the Warrant and the Common Stock to be issued upon conversion or exchange of the Securities and outstanding shares the Convertible Preferred Stock or exercise of capital stock of each Subsidiary the Warrant have been duly authorized validly authorized, and when delivered and paid for pursuant to this Agreement, will be validly issued and are outstanding, and fully paid, nonassessable paid and free of prenon-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Companyassessable. Except as described set forth on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.32.04(b), the issuance and sale of the Securities hereunder and the Stock will not obligate the Company give rise to issue shares (x) any preemptive rights or rights of Common Stock first refusal or other securities to any other Person similar rights (other than the Investors) and will not result rights of other shareholders of the Company to purchase in the adjustment Rights Offering) or (y) any anti-dilution rights or similar rights on behalf of anyone in existence either on the date hereof or on or prior to the Closing Date. Except as set forth on Schedule 2.04(b), there are no outstanding (i) securities convertible into or exchangeable for the Company's capital stock; (ii) options, warrants or other rights to purchase or subscribe for capital stock of the exerciseCompany; or (iii) contracts, conversioncommitments, exchange agreements, understandings or reset price arrangements of any outstanding security. The Company does not have outstanding shareholder purchase rights kind relating to the issuance of any capital stock of the Company, any such convertible or exchangeable securities or any similar arrangement in effect giving such options, warrants or rights. Except as set forth on Schedule 2.04(b), there is no outstanding right, option or other agreement of any Person the right kind to purchase or otherwise to receive from the Company any equity ownership interest in the Company upon or the occurrence Subsidiaries, and there is no outstanding right or security of certain eventsany kind convertible into such ownership interest. Except as set forth on Schedule 2.04(b), there is no outstanding right, option or other agreement of any kind to register under the Securities Act of 1933, as amended, any securities of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Danskin Investors LLC), Securities Purchase Agreement (Danskin Inc)
Capitalization. (a) Schedule 4.3 sets forth as of the date hereof, and upon the acceptance for filing of the Series C Preferred Stock Certificate of Designation, (i) the authorized capital stock of the Company on the date hereofCompany; (bii) the number of shares of capital stock issued and outstanding; (ciii) the number of shares of capital stock issuable pursuant to options or other rights outstanding under the Company’s stock plans; Stock Option Plan and (div) the number of shares of capital stock issuable and reserved for issuance pursuant to securities Equity Securities (other than the Shares Series C Shares, the Warrants and options or other rights outstanding under the WarrantsStock Option Plan) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock and each Subsidiary’s Equity Securities have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidExcept as described on Schedule 4.3, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities Equity Securities of the CompanyCompany or any Company Subsidiary. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities Equity Securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities Equity Securities of any kind. Except as described on Schedule 4.3 and except for the Registration Amended and Restated Investor Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company or any Company Subsidiary and any of the securityholders of the Company or any Company Subsidiary relating to the securities of the Company or any Company Subsidiary held by them. Except as described on Schedule 4.3, the Company no Person has not granted any Person the right to require the Company or any Company Subsidiary to register any securities of the Company under the 1933 Securities Act, whether on a demand basis or in connection with the registration of securities of the Company or any Company Subsidiary for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Series C Convertible Preferred Stock and Warrant Purchase Agreement (SoftBrands, Inc.), Series C Convertible Preferred Stock and Warrant Purchase Agreement (Abry Mezzanine Partners Lp)
Capitalization. Schedule 4.3 sets The Company has an authorized capitalization as set forth in the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares General Disclosure Package and the Warrants) exercisable forProspectus, or convertible into or exchangeable for any shares of capital stock of the Company. All and all of the issued and outstanding shares of the Company’s capital stock of the Company are fully paid and non-assessable and have been duly authorized and validly issued, in compliance with all applicable state, federal and foreign securities laws and not in violation of or subject to any preemptive or similar right that entitles any person to acquire from the Company or any subsidiary any Common Stock or other security of the Company or any security convertible into, or exercisable or exchangeable for, Common Stock or any other such security of the Company (any “Relevant Security”), except for any such rights that have either been fully complied with by the Company or effectively waived by the holders thereof. All of the issued shares of capital stock of or other ownership interests in each subsidiary of the Company owned, directly or indirectly, by the Company have been duly authorized and validly issued and are fully paidpaid and non-assessable and are owned directly or indirectly by the Company free and, nonassessable except as described in the Registration Statement, the General Disclosure Package and free the Prospectus, clear of pre-emptive rights and any lien, charge, mortgage, pledge, security interest, claim, equity, trust or other encumbrance, preferential arrangement, defect or restriction of any kind whatsoever (any “Lien”). None of the outstanding shares of Common Stock were issued in compliance in all material respects with applicable law and violation of any preemptive rights, rights of third partiesfirst refusal or other similar rights to subscribe for or purchase securities of the Company. As of the date set forth in the Registration Statement, the General Disclosure Package and the Prospectus, there were no authorized or outstanding shares of capital stock, options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries, other than those described above or accurately described in the Registration Statement, the General Disclosure Package and the Prospectus. Since such date, the Company has not issued any securities other than Common Stock issued upon the exercise of stock options or other awards outstanding under the Company’s stock option plans, options or other securities granted or issued pursuant to the Company’s existing equity compensation plans or other plans, the issuance of Common Stock pursuant to employee stock purchase plans and the issuance of Common Stock upon the exercise of outstanding warrants accurately described in the Registration Statement, the General Disclosure Package and the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, as described in the Registration Statement, the General Disclosure Package and the Prospectus, accurately and fairly present the information required to be shown with respect to such plans, arrangements, options and rights. All of the issued and outstanding shares of capital stock of each Subsidiary have subsidiary of the Company has been duly and validly authorized and validly issued and are issued, is fully paid, nonassessable and free of pre-emptive any preemptive or other similar rights, were has been issued in compliance in all material respects with applicable law federal and any rights of third parties state securities laws and are is owned by the CompanyCompany free and clear of any claim, beneficially and of record, subject to no lien, encumbrance encumbrance, security interest, restriction on voting or transfer or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements claim of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and third party except such as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently are described in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3Statement, the Company has not granted any Person General Disclosure Package and the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsProspectus.
Appears in 2 contracts
Samples: Underwriting Agreement (EyePoint Pharmaceuticals, Inc.), Underwriting Agreement (EyePoint Pharmaceuticals, Inc.)
Capitalization. Schedule 4.3 sets forth the authorized capital stock The capitalization of the Company on is as set forth under the date hereofcaption “Capitalization” in the Prospectus, and the Preferred Stock conforms to the description thereof contained under the caption “Description of Capital Stock” in the Prospectus; (b) the number of outstanding shares of capital stock have been duly authorized, validly issued, fully paid and nonassessable and have been issued in compliance with federal and outstanding; (c) state securities laws. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the number of voting or transfer of, any shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number certificate of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable forincorporation, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preby-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance laws or other adverse claim. No Person is entitled to pre-emptive governing documents or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities agreement or other rights, agreements or arrangements of any character under instrument to which the Company or any of its Subsidiaries is a party or by which any of them may be obligated bound other than those described in the Prospectus. None of the outstanding shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to issue any equity subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any kind capital stock of the Company other than those specifically described in the Prospectus. The description of the Company’s stock option, stock bonus and except other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. Neither the filing of the Registration Statement nor the offering or sale of the Placement Shares as contemplated by this AgreementAgreement gives rise to any rights, neither other than those which have been waived or satisfied, for or relating to the Company nor any of its Subsidiaries is currently in negotiations for the issuance registration of any equity securities shares of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements Preferred Stock or other agreements of any kind among the Company and any securities. All of the securityholders outstanding shares of capital stock of each Subsidiary of the Company relating to have been duly authorized and validly issued, are fully paid and nonassessable and are owned directly by the securities of the Company held by them. Except as described on Schedule 4.3Company, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account free and clear of any other Personclaim, lien, encumbrance or security interest. Except as described on Schedule 4.3There are no authorized or outstanding options, the issuance and sale warrants, preemptive rights, rights of the Securities hereunder will not obligate the Company to issue shares of Common Stock first refusal or other rights to purchase, or equity or debt securities to convertible into or exchangeable or exercisable for, any other Person (capital stock of any Subsidiary other than the Investors) and will not result those described in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsProspectus.
Appears in 2 contracts
Samples: Armour Residential REIT, Inc., Armour Residential REIT, Inc.
Capitalization. Schedule 4.3 sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary of its Subsidiaries have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.34.3 and except for the Registration Rights Agreement, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement4.3, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except for the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Purchase Agreement (Aldeyra Therapeutics, Inc.), Purchase Agreement (Aldeyra Therapeutics, Inc.)
Capitalization. Schedule 4.3 sets forth the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the The Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Purchase Agreement (Tarantella Inc), Purchase Agreement (Tarantella Inc)
Capitalization. Schedule 4.3 sets forth the The authorized share capital stock of the Company on Corporation consists of 50,000,000 Corporation Shares with a par value of US$0.001 per Corporation Share, and 100,000,000 Corporation Non-Voting Shares with a par value of US$0.001 per Corporation Non-Voting Share, of which a total of 25,300,000 Corporation Shares (and no more) and the 49,700,000 Corporation Non-Voting Shares (and no more) will be will be validly issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation immediately prior to the Time of Closing. As of the date hereof; (b) the number of shares of capital stock , there are 25,300,000 Corporation Shares and 49,700,000 Corporation Non-Voting Shares issued and outstanding; outstanding Corporation Shares. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (cpre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the number issuance, sale or transfer by the Corporation of shares any securities of capital stock issuable pursuant to the Company’s stock plans; and Corporation (d) the number of shares of capital stock issuable and reserved for issuance pursuant to including Corporation Shares), or any securities (other than the Shares and the Warrants) or obligations convertible into, or exchangeable or exercisable for, or convertible into otherwise evidencing a right or exchangeable for obligation to acquire, any shares of capital stock securities of the CompanyCorporation (including Corporation Shares), provided, however, there may be options exercisable into Corporation Shares (at an exercise price not less than $0.80 per Corporation Share) and restricted share units of the Corporation outstanding immediately prior to the Closing Date. All of the issued and outstanding shares of the Company’s capital stock Corporation Shares have been duly authorized and validly issued and issued, are fully paid, nonassessable paid and free non-assessable. All securities of pre-emptive rights and were the Corporation (including the Corporation Shares) have been issued in compliance in with all material respects with applicable law Applicable Laws and any rights of third partiesSecurities Laws. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and There are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the CompanyCorporation outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the Shareholders on any matter. Except as described on Schedule 4.3, there There are no outstanding warrants, options, convertible securities contractual or other rightsobligations of the Corporation to repurchase, agreements redeem or arrangements of any character under which the Company or otherwise acquire any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kindsecurities. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there There are no voting agreementsoutstanding bonds, buy-sell agreements, option or right of first purchase agreements debentures or other agreements evidences of any kind among the Company and any indebtedness of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person Corporation having the right to require vote with the Company to register any securities holders of the Company under the 1933 Act, whether outstanding Corporation Shares on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsmatters.
Appears in 2 contracts
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement4.3, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Securities Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities Shares hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the InvestorsInvestor) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Purchase Agreement (Pegasi Energy Resources Corporation.), Purchase Agreement (Pegasi Energy Resources Corporation.)
Capitalization. Schedule 4.3 Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (the “June 2016 Form 10-Q”) sets forth as of the date thereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described in the SEC Filings (as defined below), no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for in the Registration Rights AgreementSEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders security holders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3in the SEC Filings, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security, except for such rights as have been irrevocably waived with respect to the issuance and sale of the Securities hereunder on or prior to the date hereof. The Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Visualant Inc), Preferred Stock and Warrant Purchase Agreement (Visualant Inc)
Capitalization. Schedule 4.3 sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock equity incentive plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsSecurities) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable law state, provincial and U.S. federal and Canadian securities laws and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the New Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the New Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Recapitalization Agreement (Abiomed Inc), Recapitalization Agreement (New Leaf Ventures II, L.P.)
Capitalization. (a) Schedule 4.3 sets forth (i) the authorized capital stock of the Company on the date hereof; , (bii) the number of shares of capital stock issued and outstanding; , (ciii) the number of shares of capital stock issuable pursuant to the Company’s 's stock plans; , and (div) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s 's capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, and, except as described on Schedule 4.3, are subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders security holders of the Company relating to the securities of the Company held by themCompany. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Purchase Agreement (Antares Pharma Inc), Purchase Agreement (Antares Pharma Inc)
Capitalization. Schedule 4.3 3.3 sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim, except the issued and outstanding capital stock, membership units or other securities owned or held of record by the Company in its Subsidiaries have been pledged as collateral under the Amended and Restated Loan and Security Agreement, dated August 23, 2013, by and among the Company, White Oak Global Advisors, LLC and each lender identified therein. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.33.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this AgreementAgreement and shares issued to officers, directors, employees, and consultants pursuant to employee benefit plans (“Benefit Plans”) as disclosed in the SEC Reports; and, neither the Company nor any of its Subsidiaries is currently in negotiations has any commitments for the issuance of any equity securities of any kind, other than in connection with this Agreement. Except as described on Schedule 4.3 3.3 and except for the Registration Investor Rights AgreementAgreement (and as of the Closing Date, the Amended and Restated XXX) and Benefit Plans, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.33.3 and except as provided in the Investor Rights Agreement (and as of the Closing Date, the Company Amended and Restated XXX), no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Securities Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.33.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Exchange Agreement, Exchange Agreement (Hansen Medical Inc)
Capitalization. Set forth on Schedule 4.3 sets forth hereto is (a) the -------------- ------------ authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s 's stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsShares) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Companystock. All of the issued and outstanding shares of the Company’s 's capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights preemptive rights. The Company has sufficient authorized and were unissued shares of Common Stock as may be necessary to be issued in compliance in all material respects with applicable law and any rights of third parties. All upon the complete conversion of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidShares. Except as set forth on Schedule 4.3, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive preemptive or similar statutory ------------ or contractual rights with respect to any securities of the Company, including the Shares. Except as described set forth on Schedule 4.3, there are no outstanding ------------ warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind kind, or to transfer any equity securities of any kind; and except as contemplated by this AgreementAgreement or as set forth on Schedule 4.3, neither the Company nor does not have any of its Subsidiaries is currently in negotiations for the issuance of present plan or intention to issue ------------ any equity securities of any kind, or to transfer any equity securities of any kind owned by it. Except as described set forth on Schedule 4.3 and except for 4.3, the Registration Rights Agreement, there are no Company does not ------------ know of any voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders security holders of the Company relating to the securities of the Company held by them. Except as described set forth on Schedule 4.3, the Company has not granted any Person the right to ------------ require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Capitalization. Schedule Section 4.3 of the Disclosure Letter sets forth forth, as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plansequity incentive plan; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights or similar statutory or contractual rights and were issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3in Section 4.3 of the Disclosure Letter, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Capitalization. Schedule 4.3 sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock or equity compensation plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsShares) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free none of such shares were issued in violation of any pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially such shares were issued in compliance with applicable state and of record, subject to no lien, encumbrance or other adverse claimfederal securities law. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to the issuance by the Company of any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders security holders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities Units hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Capitalization. Schedule 4.3 sets forth (a) As of the authorized capital stock date hereof, the outstanding shares of the Company on consists solely of: (i) 607,785 Company A Ordinary Shares, (ii) 148,650 Company A Growth Shares, (iii) 317,928 Company B Ordinary Shares, (iv) 1 Company B Growth Share and (v) 10,655 Company HID Ordinary Shares. Schedule 1 accurately sets forth (A) the date hereof; name of each Seller and (bB) the number of shares of capital stock issued each class and outstanding; series of Shares held by such Seller. Schedule 1 accurately sets forth (cX) the number amount of shares of capital stock issuable the Aggregate Initial Purchase Price that such Seller is entitled to receive pursuant to the Company’s stock plans; this Agreement, and (dY) the number portion of shares of capital stock issuable and reserved for issuance any Initial Purchase Price Adjustment Payment that each Seller is entitled to receive pursuant to securities (other than the Shares and the WarrantsSection 2.6(d)(i) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Companythis Agreement. All of the issued and outstanding shares equity securities of the Company’s capital stock Company have been duly authorized authorized, are validly issued, fully paid and validly issued and are fully paidnonassessable, nonassessable and free of pre-emptive rights and were not issued in compliance in all material respects with applicable law and violation of any preemptive or similar rights created by statute, the Company Charter, the Articles of third parties. All of Association or any agreement to which the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rightsCompany is a party or by which it is bound, were issued in compliance accordance with applicable securities laws, and are owned of record and beneficially by the Sellers as set forth in Schedule 1. The register required to be maintained by the Company under laws of the jurisdiction of its incorporation is in the Company’s possession or under its control, is up to date in all material respects respects, and is maintained in accordance with applicable law law, and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted received any Person the right to require the Company to written notice that such register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding securityshould be rectified. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person has delivered the right documents required by law to purchase any equity interest be delivered to the company registry in the Company upon the occurrence jurisdiction of certain eventsits incorporation on a timely basis.
Appears in 1 contract
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable law and any rights of third parties and parties, are owned by the Company, beneficially and of record, and, except as disclosed on Schedule 4.3, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described disclosed on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described disclosed on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders security holders of the Company relating to the securities of the Company held by them. Except as described on disclosed in Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Schedule 4.3 sets forth a true and complete table setting forth the capitalization of the Company immediately following the issuance of the Shares and Warrants, on a fully diluted basis giving effect to (i) the issuance of the Shares and the Warrants, (ii) any adjustments in other securities resulting from the issuance of the Shares or the Warrants, and (iii) the exercise or conversion of all outstanding securities. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as disclosed on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Capitalization. Schedule 4.3 sets forth the authorized capital stock (a) The issued Capital Stock of the Company consists of one ordinary share held by GFN (US). The issued ordinary share of the Capital Stock of the Company has been duly authorized and is validly issued and fully paid, and is free and clear of any Liens and other restrictions (including any restrictions on the date hereofright to vote, sell or otherwise dispose of such Capital Stock) and of any preemptive or other similar rights to subscribe for or to purchase any such Capital Stock. The issued Capital Stock of GFN (US) consists of 1,000 shares of common stock and is directly held by GFN. The Capital Stock of GFN (US) has been duly authorized and is validly issued and fully paid, and is free and clear of any Liens and other restrictions (including any restrictions on the right to vote, sell or otherwise dispose of such Capital Stock) and of any preemptive or other similar rights to subscribe for or to purchase any such Capital Stock. The Capital Stock of each Subsidiary of GFN (US) has been duly authorized and is validly issued and fully paid, and is free and clear of any Liens and other restrictions (including any restrictions on the right to vote, sell or otherwise dispose of such Capital Stock) and of any preemptive or other similar rights to subscribe for or to purchase any such Capital Stock. There are: (i) no outstanding Equity Rights with respect to the Capital Stock of GFN (US), the Company, or any of its Subsidiaries; (bii) no voting trusts or other agreements or undertakings with respect to the number voting of shares the Capital Stock of capital stock issued and outstandingGFN (US), the Company, or any of its Subsidiaries; (ciii) no obligations or rights (whether fixed or contingent) on the number part of shares of capital stock issuable pursuant to GFN (US), the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into any of its Subsidiaries, any of their respective directors or exchangeable for officers or any shares of capital stock of the Company. All of the issued and other Person to purchase, repurchase, redeem or "put" any outstanding shares of the Capital Stock of GFN (US), the Company’s capital stock have been duly authorized , or any of its Subsidiaries or Equity Rights with respect to Capital Stock of GFN (US), the Company, or any of its Subsidiaries; and validly issued and are fully paid(iv) no agreements to which GFN (US), nonassessable and free the Company, or any of pre-emptive rights and were issued in compliance in all material respects with applicable law and its Subsidiaries, any of their respective directors or officers or any other Person is a party granting any other Person any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidfirst offer or first refusal, nonassessable and free of preregistration rights or "drag-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to prealong," "tag-emptive along" or similar statutory or contractual rights with respect to any securities transfer of any Capital Stock of GFN (US), the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated Equity Rights with respect to issue the Capital Stock of GFN (US), the Company, or any equity securities of any kind its Subsidiaries. All shares of Capital Stock of GFN (US), the Company, and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for and Equity Rights that have been issued by GFN (US), the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights AgreementCompany, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the its Subsidiaries have been offered, issued and sold in compliance with all applicable federal and state securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventslaws.
Appears in 1 contract
Samples: Pledge and Security Agreement (General Finance CORP)
Capitalization. (a) Schedule 4.3 5.3 sets forth (i) the authorized capital stock of the Company on the date hereof; , (bii) the number of shares of capital stock issued and outstanding; , (ciii) the number of shares of capital stock issuable pursuant to the Company’s stock plans; , and (div) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsSecurities) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, and, except as described on Schedule 5.3, are subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.35.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and and, except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 5.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders security holders of the Company relating to the securities of the Company held by themCompany. Except as described on Schedule 4.35.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Capitalization. Schedule 4.3 sets forth the authorized The outstanding capital stock of the Company as of December 31, 2008 is set forth on Schedule 3.4 of the date hereof; (b) the number of shares of Disclosure Schedules. The Company has not issued any capital stock issued and outstanding; (c) since December 31, 2008 other than the number exercise of shares of capital outstanding warrants or stock issuable options. The Securities to be sold pursuant to the Company’s stock plans; Transaction Documents have been duly authorized, and when issued and paid for in accordance with the terms of the Agreements, will be duly and validly issued, fully paid and nonassessable, subject to no lien, claim or encumbrance (d) except for any such lien, claim or encumbrance created, directly or indirectly, by the number Investor). The Warrant Shares, when issued and paid for in accordance with the terms of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, will be duly and validly issued, fully paid and nonassessable, subject to no lien, claim or convertible into or exchangeable encumbrance (except for any such lien, claim or encumbrance created, directly or indirectly, by the Investor). The outstanding shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock Company have been duly authorized and validly issued and are fully paidpaid and nonassessable, nonassessable and free of pre-emptive rights and were have been issued in compliance in all material respects with applicable law the registration requirements of federal and any rights of third parties. All of the issued state securities laws, and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were not issued in compliance in all material respects with applicable law and violation of any preemptive rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory rights to subscribe for or contractual rights with respect to any securities of the Companypurchase securities. Except as described set forth on Schedule 4.33.4 of the Disclosure Schedules and except as disclosed in the SEC Reports, there are no outstanding warrantsrights (including, optionswithout limitation, preemptive rights), warrants or options to acquire, or instruments convertible securities into or exchangeable for, any unissued shares of capital stock or other rightsequity interest in the Company, agreements or arrangements any contract, commitment, agreement, understanding or arrangement of any character under kind to which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind a party and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations providing for the issuance or sale of any equity capital stock of the Company, any such convertible or exchangeable securities of or any kindsuch rights, warrants or options. Except as described on Schedule 4.3 and except for Without limiting the Registration Rights Agreementforegoing, there are no voting agreementspreemptive right, buyco-sell agreementssale right, option or registration right, right of first purchase agreements refusal or other agreements of any kind among the Company and any of the securityholders of the Company relating similar right exists with respect to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate Securities, except as provided in the Transaction Documents or except for such rights as may have been waived prior to the date of this Agreement. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party or, to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment knowledge of the exerciseCompany, conversion, exchange between or reset price among any of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsCompany’s shareholders .
Appears in 1 contract
Capitalization. Schedule 4.3 sets forth the The authorized capital stock of the Company on Acquiror consists of (a) 350,000,000 Acquiror Shares, of which 112,675,558 Acquiror Shares are issued and outstanding as of the date hereof; of this Agreement, and (b) the number of 5,000,000 shares of capital stock preferred stock, par value $0.00001 per share, none of which are issued or outstanding. Except for such Acquiror Shares or as otherwise set forth on Schedule 5.4 of the Acquiror Disclosure Schedules, Acquiror has not issued or agreed to issue any Equity Participations. All issued and outstanding; (c) outstanding Acquiror Shares have been duly authorized and validly issued, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. Except as set forth on Schedule 5.4 of the number Acquiror Disclosure Schedules, there are no outstanding obligations of shares of capital stock issuable pursuant Acquiror to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable forissue, sell, transfer, repurchase or convertible into or exchangeable for redeem any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paidAcquiror, nonassessable and free of pre-emptive or any securities or instruments convertible into or exchangeable for or that otherwise give rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding respect to shares of capital stock of each Subsidiary have been duly authorized and validly issued and Acquiror, or that relate to the holding, voting or disposition thereof. Except as set forth on Schedule 5.4 of the Acquiror Disclosure Schedules, there are fully paidno options, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and warrants or any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance securities or other adverse claim. No Person is entitled to pre-emptive instruments convertible into or similar statutory exchangeable for or contractual that otherwise give rights with respect to any securities shares of capital stock of Acquiror that will vest or accelerate vesting or otherwise become exercisable at the Closing or as a result of the Companytransaction contemplated hereby, including the Merger. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other No Acquiror Shares have been issued in violation of any rights, agreements agreements, commitments or arrangements of any character under which applicable Law, the Company Acquiror Charter Documents or any of its Subsidiaries contract to which Acquiror is a party or may be obligated by which it is bound. No Acquiror Shares are subject to issue any equity securities of any kind a stockholders’ agreement by and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company stockholders of Acquiror and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsAcquiror.
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Capitalization. Schedule 4.3 3.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstandingoutstanding on the date hereof; (c) the number of shares of capital stock of the Company issuable pursuant to options outstanding and reserved for issuance, on the date hereof, under the Company’s stock plansplans on the date hereof (the “Options”); and (d) the number of shares of capital stock of the Company issuable and reserved for issuance issuance, on the date hereof, pursuant to securities (other than the Shares, the Warrants, the Conversion Shares, the Warrant Shares and the WarrantsOptions) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 3.3, all of the issued and outstanding shares of capital stock of each the Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 3.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.33.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries Subsidiary is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries Subsidiary is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement3.3, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.33.3, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other PersonPerson other than pursuant to (i) the Registration Rights Agreement, (ii) that certain Registration Rights Agreement dated July 15, 1999 between Interneuron Pharmaceuticals, Inc. and the Company, (iii) that certain Amended and Restated Registration Rights Agreement dated as of May 15, 2002 among the Company, Elan International Services, Ltd. and Elan Pharma International Limited, (iv) that certain Registration Rights Agreement dated September 16, 2003 among the Company, Incara, Inc. and Xxxxxxx Capital, LLC, and (v) that certain Registration Rights Agreement dated April 19, 2004 among the Company, certain investors and SCO Securities LLC. Except as described on Schedule 4.3, the The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding securitysecurity of the Company. The Except as described on Schedule 3.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement arrangements in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described in the SEC Filings or on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described in the SEC Filings or on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described in the SEC Filings or on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Samples: Purchase Agreement (Remedent, Inc.)
Capitalization. Schedule 4.3 sets forth the authorized capital stock (a) Section 4.4(a) of the Company on the date hereof; (b) Wejo Disclosure Schedules sets forth, as of January 6, 2023, a true, correct and complete list of the number and class of issued and outstanding shares, shares of capital stock issued or any other equity or voting securities interests of Wejo and outstanding; each Wejo Subsidiary. (cb) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (dExcept as set forth on Section 4.4(b) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All Wejo Disclosure Schedules, all the outstanding share capital and other equity or voting securities or interests of the issued and outstanding shares of the Company’s capital stock Wejo or any Wejo Subsidiary (i) have been duly authorized and are validly issued issued, fully paid and are fully paid, nonassessable non-assessable (to the extent such concept is applicable to such equity interests) and free of pre-emptive rights and preemptive rights, (ii) were issued in all material respects in compliance with applicable Law, (iii) were issued in compliance with the Wejo Organizational Documents or the respective Wejo Subsidiaries Organizational Documents (as applicable), and (iv) were not issued in all material respects with applicable law and breach or violation of any Contract or preemptive right or right of first refusal, rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive first offer or similar statutory or contractual rights with respect to any securities of the Companyrights. Except as described set forth on Schedule 4.3Section 4.4(b) of the Wejo Disclosure Schedules, there are no outstanding options, warrants, optionsrights to subscribe to, convertible securities or other purchase rights, agreements calls or arrangements commitments of any character under which the Company whatsoever relating to, or securities, options or rights convertible into or exercisable or exchangeable for, any shares or securities or interests containing any equity features of Wejo or any of its Subsidiaries Wejo Subsidiary, or Contracts, commitments, understandings or arrangements, by which Wejo or any Wejo Subsidiary is or may be obligated become bound to issue additional shares or other equity or voting securities or interests or options, warrants, scrip, rights to subscribe to, purchase rights, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares or other equity or voting securities or interests. (c) Except as set forth on Section 4.4(c) of the Wejo Disclosure Schedules, there are no securities or rights of Wejo or any Wejo Subsidiary, or Contracts, commitments, understandings or arrangements by which Wejo or any Wejo Subsidiary is bound obligating any of them to redeem or otherwise acquire any of their respective shares, shares of capital stock or other equity securities or interests. Except as set forth on Section 4.4(c) of the Wejo Disclosure Schedules, neither Wejo nor any kind of the Wejo Subsidiaries has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for shares or securities having the right to vote) with the share or equity holders of Wejo or any Wejo Subsidiary on any matter. Except as set forth on Section 4.4(c) of the Wejo Disclosure Schedules, there are no voting trusts or other agreements or understandings to which Wejo or any Wejo Subsidiary is a party with respect to the voting of their respective shares, shares of capital stock or other equity or voting securities or interests. (d) Except (i) as set forth in Section 4.4(a) of the Wejo Disclosure Schedules, or (ii) as necessary to give effect to the Mergers and except as the other transactions contemplated by this Agreement, neither as of the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreementdate hereof, there are no voting agreementsoptions, buy-sell agreementswarrants, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.convertible or
Appears in 1 contract
Samples: Version Business Combination Agreement (Wejo Group LTD)
Capitalization. Schedule 4.3 sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsClosing Securities) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free none of such shares were issued in violation of any pre-emptive rights and such shares were issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidExcept as described on Schedule 4.3, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to the issuance by the Company of any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Closing Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Samples: Securities Purchase Agreement (Eleven Biotherapeutics, Inc.)
Capitalization. (a) Set forth in Section 4.4(a) of the Disclosure Schedule 4.3 sets forth are the authorized and outstanding shares of capital stock and Options (and (i) the exercise, conversion, purchase, exchange or other similar price thereof and (ii) whether such Options are vested or unvested and the vesting schedule thereof). Other than the Common Stock, Series A Preferred Stock and the Options, there are no other equity securities of the Company, including options, warrants or other rights to subscribe for, purchase or acquire from the Company any capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to or securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. As of the date hereof and as of the Effective Time, the Omitted Optionholders (1) have no rights (at law or in equity) to (A) receive any Options or any other equity securities or rights to subscribe for or purchase any equity securities of the Company or (B) receive any portion of the Merger Consideration set forth in Article 2 and (2) represent each and every Person to whom the Company has agreed or promised (whether contractually or otherwise) to provide Options who have not been issued such Options. The securities set forth in Section 4.4(a) of the Disclosure Schedule constitute all of the issued and outstanding equity securities of the Company. All of the Outstanding Shares and the other equity securities set forth in Section 4.4(a) of the Disclosure Schedule are held of record and beneficially by the applicable holder set forth in such schedule. All of the issued and outstanding shares of the Company’s capital stock Common Stock and Preferred Stock (A) have been duly authorized and validly issued and are fully paidpaid and nonassessable, nonassessable and free (B) are not subject to any preemptive rights, (C) have not been issued in violation of pre-emptive any preemptive rights and were (D) have not been issued in compliance in all material respects with applicable law and violation of any rights of third partiesfederal or state securities Laws. All Section 4.4(a) of the issued Disclosure Schedule sets forth a true, correct and outstanding shares complete list of capital stock of each Subsidiary have been duly authorized all directors and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities executive officers of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Capitalization. Schedule 4.3 sets forth the authorized capital stock The capitalization of the Company on as of December 31, 2010, is as set forth in the date hereof; (b) in the number Time of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares Sale Information and the Warrants) exercisable for, or convertible into or exchangeable for any Prospectus in the column entitled “Actual” under the caption “Capitalization.” The outstanding shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock Company have been duly and validly authorized and validly issued and are fully paidpaid and nonassessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or similar rights of any security holder of the Company. Except as described in the Registration Statement, nonassessable the Time of Sale Information and free of the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights and were issued rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in compliance the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus. There are no persons with applicable law and registration rights or other similar rights to have any rights of third partiessecurities included in any registration statement filed pursuant to a registration agreement or in any offering made pursuant to such registration statement. All of the issued and outstanding shares of capital stock of each the Significant Subsidiary have been duly and validly authorized and validly issued and are fully paidpaid and nonassessable, nonassessable and, except as may be otherwise set forth in the Registration Statement, the Time of Sale Information and free the Prospectus, all outstanding shares of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights capital stock of third parties and the Significant Subsidiary are owned by the CompanyCompany either directly or through a wholly-owned subsidiary free and clear of any security interest, beneficially and of recordmortgage, subject to no pledge, lien, encumbrance encumbrance, claim or other adverse claim. No Person is entitled to pre-emptive equity; none of the outstanding shares of capital stock of the Significant Subsidiary was issued in violation of the preemptive or similar statutory or contractual rights with respect to of any securities securityholder of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsSignificant Subsidiary.
Appears in 1 contract
Samples: Gilead Sciences Inc
Capitalization. Schedule 4.3 sets The Company has an authorized capitalization as set forth in the authorized Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus and all of the issued shares of capital stock of the Company on have been duly and validly authorized and issued and are fully paid and non-assessable, and conform in all material respects to the date hereof; description of the capital stock contained in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus. Except as described in or expressly contemplated by the Preliminary Prospectus and the Prospectus, there are no outstanding rights (b) the number of including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock issued and outstanding; (c) or other equity interest in the number Company or the Subsidiaries, or any contract, commitment, agreement, understanding or arrangement of shares of capital stock issuable pursuant any kind relating to the Company’s stock plans; and (d) the number issuance of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All Company or the Subsidiaries, any such convertible or exchangeable securities or any such rights, warrants or options; and all of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued issued, are fully paid and non-assessable (except, in the case of any foreign Subsidiary, for directors’ qualifying shares) and are fully paidowned directly or indirectly by the Company, nonassessable free and free clear of pre-emptive rightsany liens, were encumbrances, equities or claims, except for such liens, encumbrances, equities or claims described in the Offering Documents. The Amended Warrants, when issued in compliance the manner set forth in the Offering Documents, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability, and will conform in all material respects with applicable law and any rights of third parties and are owned by to the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities description of the CompanyAmended Warrants contained in the Offering Documents. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements The Shares to be issued upon exercise of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except Amended Warrants as contemplated by this Agreementthe Offering Documents have been duly authorized and, when issued and delivered as contemplated therein, will be validly issued, fully paid and nonassessable and will conform in all material respects to the description of the Ordinary Shares contained in the Offering Documents; neither the Company filing of the Registration Statement nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except the Ordinary Shares as described on Schedule 4.3 and except for contemplated by the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder Offering Documents will not obligate the Company to issue shares of Common Stock or other securities give rise to any other Person (preemptive or similar rights, other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange those which have been waived or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventssatisfied.
Appears in 1 contract
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement4.3, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Securities Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the InvestorsInvestor) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Capitalization. Schedule 4.3 3(c) sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares Notes and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.33(c), there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and and, except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement3(c), there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.33(c), the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.33(c), the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the InvestorsBuyers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as provided in Article XI of the Company’s Amended and Restated Certificate of Incorporation or as described on Schedule 3(c), the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable and reserved for issuance pursuant to the Company’s 2003 Stock Option Plan; (d) the number of shares of capital stock plansissuable and reserved for issuance for stock options issued outside of the Company’s 2003 Stock Option Plan; and (de) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3in the Company’s SEC Filings (as defined in Section 4.6 below), there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is not currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company No Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the InvestorsInvestor) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Series F Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidExcept as described on Schedule 4.3, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is not currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Capitalization. Set forth on Schedule 4.3 sets forth hereto is (a) the -------------- ------------ authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s 's stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Companystock. All of the issued and outstanding shares of the Company’s 's capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third partiespreemptive rights. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidExcept as set forth on Schedule 4.3, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled ------------ to pre-emptive preemptive or similar statutory or contractual rights with respect to any securities of the Company, including the Shares, the Warrants and the Warrant Shares. Except as described set forth on Schedule 4.3, there are no outstanding warrants, ------------ options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind kind, or to transfer any equity securities of any kind; and except as contemplated by this AgreementAgreement or as set forth on Schedule 4.3, neither the ------------ Company nor does not have any of its Subsidiaries is currently in negotiations for the issuance of present plan or intention to issue any equity securities of any kind, or to transfer any equity securities of any kind owned by it. Except as described set forth on Schedule 4.3 and except for 4.3, the Registration Rights Agreement, there are no Company does not know of any ------------ voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described set forth on Schedule 4.3, the Company has not granted any Person the right to require the ------------ Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Capitalization. Schedule SCHEDULE 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s 's stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s 's capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on SCHEDULE 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on SCHEDULE 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule SCHEDULE 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule SCHEDULE 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other similar agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule SCHEDULE 4.3, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule SCHEDULE 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on SCHEDULE 4.3, the Company does not have outstanding shareholder stockholder purchase rights or "poison pill" or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Samples: Purchase Agreement (Find SVP Inc)
Capitalization. Schedule 4.3 sets forth As of the date hereof, the authorized capital stock of the Company on the date hereofis 20,000,000,000 shares, consisting of 19,995,000,000 shares of common stock, par value $0.0001, and 5,000,000 shares of preferred stock, par value $0.001; (b) the number of shares of capital stock issued and outstandingoutstanding is 3,501,693,740; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plansplans is 3,619,677; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsSecurities) exercisable for, or convertible into or exchangeable for any shares of capital stock of the CompanyCompany are 16,493,306,260. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third partiesrights. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as Other than described on Schedule 4.3herein and in the Company’s periodic reports filed with the SEC, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the InvestorsInvestor) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Samples: Form Of (POSITIVEID Corp)
Capitalization. Schedule 4.3 sets forth the authorized capital stock The capitalization of the Company on is as set forth under the date hereofcaption “Capitalization” in the Prospectus, and the Common Stock conforms to the description thereof contained under the caption “Description of Capital Stock” in the Prospectus; (b) the number of outstanding shares of capital stock have been duly authorized, validly issued, fully paid and nonassessable and have been issued in compliance with federal and outstanding; (c) state securities laws. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the number of voting or transfer of, any shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number certificate of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable forincorporation, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preby-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance laws or other adverse claim. No Person is entitled to pre-emptive governing documents or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities agreement or other rights, agreements or arrangements of any character under instrument to which the Company or any of its Subsidiaries is a party or by which any of them may be obligated bound other than those described in the Prospectus. None of the outstanding shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to issue any equity subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any kind capital stock of the Company other than those specifically described in the Prospectus. The description of the Company’s stock option, stock bonus and except other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. Neither the filing of the Registration Statement nor the offering or sale of the Placement Shares as contemplated by this AgreementAgreement gives rise to any rights, neither the Company nor any of its Subsidiaries is currently in negotiations other than those which have been waived or satisfied, for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities. All of the outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities to convertible into or exchangeable or exercisable for, any other Person (capital stock of any Subsidiary other than the Investors) and will not result those described in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsProspectus.
Appears in 1 contract
Samples: Distribution Agreement (Armour Residential REIT, Inc.)
Capitalization. The Company has an authorized and outstanding capitalization as set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”) and most current applicable subsequent SEC Reports as of the dates set forth therein. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act other than pursuant to the exercise or vesting of employee stock Awards (as defined below) under the Company Incentive Plans (as defined below). The shares of Common Stock and all of the Company’s shares of preferred stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued, fully paid and non-assessable. Except as set forth in Schedule 4.3 sets forth 3.1(g), there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the authorized Company or any Subsidiary of the Company any shares of the capital stock of the Company on or any Subsidiary of the date hereof; (b) Company, subject to the number grant of shares Awards consistent with past practices. No Person has any right of capital stock issued and outstanding; (c) first refusal, preemptive right, right of participation, or any similar right to participate in the number transactions contemplated by the Transaction Documents. The description of shares of capital stock issuable pursuant to the Company’s stock plans; option, stock bonus and other stock plans or incentive award arrangements (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares “Company Incentive Plans”), and the Warrants) exercisable forshare awards, stock options or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive other rights and were issued awards granted thereunder (collectively, the “Awards”), set forth in compliance the SEC Reports accurately and fairly presents in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject information required to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights be shown with respect to any securities such plans, arrangements, options and rights. Each grant of an Award (A) was duly authorized no later than the date on which the grant of such Award was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the CompanyCompany (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto and (B) was made in accordance with the terms of the applicable Company Incentive Plan, and all applicable laws and regulatory rules or requirements, including all applicable federal securities laws. Except as described set forth on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.33.1(g), the issuance and sale of the Securities hereunder Shares will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any other Person (other than the InvestorsPurchasers) and will not result in the adjustment a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of any such securities. Except as set forth on Schedule 3.1(g), there are no outstanding security. The securities or instruments of the Company does not have outstanding shareholder purchase rights or any Subsidiary that contain any redemption or similar arrangement in effect giving any Person the right to purchase any equity interest in provisions, and there are no contracts, commitments, understandings or arrangements by which the Company upon or any Subsidiary is or may become bound to redeem a security of the occurrence Company or such Subsidiary. There are no stockholder agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s knowledge, between or among any of certain eventsthe Company’s stockholders.
Appears in 1 contract
Samples: Securities Purchase Agreement (Allarity Therapeutics, Inc.)
Capitalization. Schedule 4.3 sets forth the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of capital stock of the Company’s capital stock , including the outstanding shares of Common Stock, are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Purchasers), and the holders thereof are not subject to personal liability by reason of being such holders; the Note Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement and the Notes, will have been validly issued and will be fully paid and nonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the Note Shares, conforms to the description thereof in the Company SEC Documents. The Note Shares have been duly reserved for issuance upon conversion of the Notes. Except as otherwise stated in the Company SEC Documents, (i) there are fully paidno preemptive rights or other rights to subscribe for or to purchase, nonassessable or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s Certificate of Incorporation, Bylaws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound and free (ii) the offering or sale of pre-emptive rights and were issued in compliance in all material respects with applicable law and the Securities as contemplated by this Agreement does not give rise to any rights for or relating to the registration of third partiesany shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each Subsidiary of the Company’s subsidiaries have been duly and validly authorized and validly issued and are fully paidpaid and nonassessable, nonassessable and free of pre-emptive rightsand, were issued except as otherwise described in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company SEC Documents or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently disclosed in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating writing to the securities of the Company held by them. Except as described on Schedule 4.3Purchasers, the Company has not granted owns of record and beneficially, free and clear of any Person the right to require the Company to register any securities security interests, claims, liens, proxies, equities or other encumbrances, all of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance issued and sale of the Securities hereunder will not obligate the Company to issue outstanding shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventssuch stock.
Appears in 1 contract
Samples: Secured Convertible Note Purchase (Acer Therapeutics Inc.)
Capitalization. Set forth on Schedule 4.3 sets forth hereto is (a) the -------------- ------------ authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s 's stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Companystock. All of the issued and outstanding shares of the Company’s 's capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All preemptive rights, except to the extent that the failure of the issued foregoing to be true and outstanding shares of capital stock of each Subsidiary correct would not have been duly authorized and validly issued and are fully paida Material Adverse Effect. Except as set forth on Schedule 4.3, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person ------------ is entitled to pre-emptive preemptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described set forth on Schedule 4.3, ------------ there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind kind, or to transfer any equity securities of any kind, and except as contemplated by this Agreement, neither the Company nor and its subsidiaries do not have any of its Subsidiaries is currently in negotiations for the issuance of present plan or intention to issue any equity securities of any kind, or to transfer any equity securities of any kind owned by them. Except as described set forth on Schedule 4.3 and except for 4.3, the Registration Rights Agreement, there are no Company does ------------ not know of any voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described set forth on Schedule 4.3, the Company has not granted any ------------ Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder The Company will not obligate issue equity-type securities the Company to issue shares value of Common Stock or other securities to any other Person (other than which exceeds an aggregate of $8,500,000 during the Investors) and will not result in the adjustment first fiscal quarter of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events1999.
Appears in 1 contract
Capitalization. Schedule 4.3 sets Set forth on SCHEDULE 3.3 (check schedule to make sure it is accurate given the uncertainty of some stock issuances, cancellation of stock, etc.) hereto is (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstandingoutstanding on the date hereof; (c) the number of shares of capital stock issuable pursuant to the Company’s 's stock option, stock purchase, stock award and similar plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities all Common Stock Equivalents outstanding or which the Company has agreed to issue (other than the Shares Note and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the CompanyWarrant). All of the issued and outstanding shares of the Company’s 's capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive preemptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive preemptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described set forth on Schedule 4.3SCHEDULE 3.3 or in the SEC Filings, there are no outstanding warrants, options, convertible securities Common Stock Equivalents or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind kind, and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is not currently in negotiations for the issuance of any equity securities Common Stock Equivalents or capital stock of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are The Company has no knowledge of any voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders security holders of the Company relating to the securities of the Company held by them. Except as described set forth on Schedule 4.3SCHEDULE 3.3 and except for registration statements currently on file, the Company has not granted any Person the right (which is now outstanding or effective) to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Samples: Purchase Agreement (Biogentech Corp)
Capitalization. Schedule 4.3 sets forth the authorized capital stock of the (a) The Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All constitute all of the issued and outstanding shares share capital of the Company, are duly authorized, validly issued, fully-paid and non-assessable and are held beneficially and of record by Sellers as set forth on Schedule 2.2(a), free and clear of any Liens, were offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance of securities and were not issued in violation of (or subject to) any preemptive rights (including any preemptive rights set forth in the Governing Documents of the Company), rights of first refusal or offer or other similar rights. At the Closing, Sellers will deliver to Buyer good and valid title to all of the Company Shares, free and clear of all Liens. Except for the Company Shares and except for the Company Options and the Warrants, the Company does not have any outstanding Equity Equivalents. There are no declared or accrued but unpaid dividends with respect to any of the Company Shares. There are no (i) outstanding obligations of the Company (contingent or otherwise) to repurchase or otherwise acquire or retire any Equity Equivalents of the Company or (ii) to the Knowledge of the Company, voting trusts, proxies or other agreements among any of the holders of the Company’s Equity Equivalents with respect to the voting or transfer of any Equity Equivalents of the Company. Any of the Company’s capital stock shares issuable upon exercise or conversion of any Equity Equivalents of the Company have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned reserved for issuance by the Company, beneficially and upon issuance thereof in accordance with the terms of recordthe instrument governing such Equity Equivalents, will be duly authorized, validly issued, fully paid and non-assessable, and free and clear of all Liens, will have been offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance of securities and will not have been issued in violation of (or subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual to) any preemptive rights with respect to (including any securities preemptive rights set forth in the governing documents of the Company), rights of first refusal or similar rights. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements The offer and sale of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except Shares as contemplated by this AgreementAgreement constitute transactions which are exempt from the registration requirements of any applicable securities laws, and neither the Company nor any authorized agent acting on its behalf has or will take any action hereafter that would cause the loss of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventssuch exemption.
Appears in 1 contract
Capitalization. Schedule 4.3 sets forth (a) the -------------- authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s 's stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s 's capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or "poison pill" or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Samples: Purchase Agreement (Vantagemed Corp)
Capitalization. Schedule 4.3 sets The Company has an authorized capitalization as set forth in the authorized capital stock Prospectus, and all of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock Company have been duly and validly authorized and validly issued and are fully paid, nonassessable paid and free of prenon-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All assessable; none of the issued and outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock of each Material Subsidiary have been duly and validly authorized and validly issued and are fully paid, nonassessable paid and free non-assessable; and all shares of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights capital stock of third parties and each Material Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, beneficially free and clear of recordany liens, subject encumbrances or security interests, except as described in the Registration Statement and the Prospectus. The Common Shares (in an amount up to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by BNYCMI. The capital stock of the Company, including the Common Shares, conforms to the description contained in the Prospectus. Except as described on Schedule 4.3set forth in the Prospectus, there are no outstanding options, warrants, optionsconversion rights, convertible securities subscription rights, preemptive rights, rights of first refusal or other rights, rights or agreements or arrangements of any character under which nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by them. Except the issuance of the Common Shares as described on Schedule 4.3, in this Agreement. There are no restrictions upon the Company has not granted voting or transfer of any Person shares of the right Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, upon the issuance and or sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsShares hereunder.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Diana Shipping Inc.)
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s outstanding stock awards; (d) the number of shares of capital stock issuable pursuant to future grants of awards eligible to be made under the Company’s stock plans; (e) the number of shares of Common Stock issuable upon conversion of the outstanding Series B Preferred Stock; and (df) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Series B Preferred Stock, the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Samples: Purchase Agreement (Caprius Inc)
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders security holders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the InvestorsPurchaser) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Samples: Production Payment Purchase Agreement and Assignment (Golden Phoenix Minerals Inc /Mn/)
Capitalization. Schedule 4.3 sets forth the The authorized capital stock or other capitalization of Borrower and Corporate Guarantor, as applicable, is as set forth in Schedule 7.4(a) attached hereto. Schedule 7.4(a) shall specify, for each of Borrower and Corporate Guarantor, the Company on total number of authorized shares of capital stock or other securities (or functional equivalents thereof in the applicable jurisdiction), and of such authorized shares or securities, the number which are designated as common stock, the number designated as preferred stock (the “Preferred Stock”), or any other applicable designations of capital stock or membership interests. Schedule 7.4(a) shall also specify, for each of Borrower and Corporate Guarantor, as applicable, as of the date hereof; (b) , the number of shares of capital common stock issued and outstanding; (c) outstanding and the number of shares of capital stock issuable pursuant to the Company’s stock plans; Preferred Stock issued and (d) outstanding, or, if applicable, the number and classes of other securities issued and outstanding, and the names and amounts of such stock or other securities owned by each Person who is a stockholder or owner of other securities in Borrower and Corporate Guarantor. All of the outstanding shares of capital stock issuable and reserved for issuance pursuant to or other securities of all Credit Parties (other than the Shares Individual Guarantor) are validly issued, fully paid and non-assessable, have been issued in compliance with all foreign, federal and state securities laws and none of such outstanding shares or other securities were issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. As of the Warrantsdate of this Agreement, no shares of capital stock or other securities of any Credit Party are subject to preemptive rights or any other similar rights or any Liens suffered or permitted by any Credit Parties. The Common Stock - ML is currently quoted by the Principal Trading Market on the OTCQB under the trading symbol “MLES”. ML - Nevada has received no notice, either oral or written, with respect to the continued eligibility of the Common Stock for quotation on the Principal Trading Market, and ML - Nevada has maintained all requirements on its part for the continuation of such quotation. Except for the securities to be issued pursuant to this Agreement, except as set forth in Schedule 7.4(b), and except as may otherwise already be disclosed in the Public Documents, as of the date of this Agreement: (i) exercisable forthere are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for into, any shares of capital stock or other securities of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paidany Credit Party, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and or contracts, commitments, understandings or arrangements by which any rights of third parties. All of the issued and outstanding Credit Party is or may become bound to issue additional shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person securities of any Credit Party, or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock or other securities of any Credit Party; (ii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other contracts or instruments evidencing Funded Indebtedness of any Credit Party, or by which any Credit Party is entitled or may become bound; (iii) there are no outstanding registration statements with respect to pre-emptive any Credit Party or similar statutory or contractual rights any of its securities and there are no outstanding comment letters from any Governmental Authority with respect to any securities of any Credit Party; (iv) there are no agreements or arrangements under which any Credit Party is obligated to register the Companysale of any of its securities under the Securities Act or any other laws of any Governmental Authority; (v) there are no financing statements or other security interests or Liens filed with any Governmental Authority securing any obligations of any Credit Party, or filed in connection with any assets or properties of any Credit Party; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein; and (vii) there are no outstanding securities or instruments of any Credit Party which contain any redemption or similar provisions, and there are no contracts or agreements by which any Credit Party is or may become bound to redeem a security of any Credit Party. Borrower has furnished to the Lender true, complete and correct copies of, as applicable, each Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar organizational and governing documents. Except as described on Schedule 4.3for the documents delivered to Lender in accordance with the immediately preceding sentence, there are no outstanding warrantsother shareholder agreements, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell operating agreements, option or right of first purchase agreements or other contracts or agreements of any nature or kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3that restrict, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis limit or in connection with any manner impose obligations, restrictions or limitations on the registration of securities of the Company for its own account or for the account governance of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsCredit Party.
Appears in 1 contract
Samples: Senior Secured Credit Facility Agreement (Mint Leasing Inc)
Capitalization. Schedule 4.3 sets forth as of the date hereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the WarrantsShares) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except for the Conversions and the Quercus Transactions and except as described on Schedule 4.3, the issuance and sale of the Securities Shares hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Samples: Purchase Agreement (Axion Power International, Inc.)
Capitalization. Schedule 4.3 sets forth the The authorized capital stock of the Company consists of 12,000,000 Company Common Shares. As of the close of business on the date hereof: (a) 3,880,128 Company Common Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable and 248,846 shares were held in the Company's treasury,; (b) no Company Common Shares were held by Subsidiaries (as defined in Section 4.4) of the Company, (c) a total of 2,000,000 Company Common Shares were reserved for future issuance pursuant to outstanding Company Stock Derivatives whether or not granted under the Company's stock option plans (the "Company Stock Option Plans"); (d) Schedule 4.3 is a true and complete list, as of the date hereof, of the holders of all Company Stock Derivatives, the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant Company Common Shares subject to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares each such option or warrant and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Companyexercise prices thereof. Except as described set forth on Schedule 4.3, there are no outstanding warrants, options, convertible securities warrants or other rights, agreements agreements, arrangements or arrangements commitments of any character under which issued or authorized by the Company relating to the issued or unissued capital stock of the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither obligating the Company nor or any of its Subsidiaries is currently to issue or sell any shares of capital stock of, or other equity interests in, the Company or any of its Subsidiaries. All Company Common Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in negotiations for the issuance of any equity securities of any kindinstruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there There are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders outstanding contractual obligations of the Company relating or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Common Shares or any capital stock of any its Subsidiaries or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any person. There are no persons with registration or other similar rights to have any securities (debt or equity) of the Company held registered by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Securities Act of 1933, as amended (the "Securities Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events").
Appears in 1 contract
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s 's stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s 's capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable securities law and any rights of third parties. All Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock Ordinary Shares or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described on Schedule 4.3, the Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events. The Company has delivered to the Investors a true and complete copy of the Other Agreements (as defined below), which Other Agreements are in full force and effect.
Appears in 1 contract
Samples: Purchase Agreement (Vuance)
Capitalization. Schedule 4.3 sets forth the authorized The outstanding capital stock of the Company is as described in the Company's Quarterly Report on Form 10-Q for the date hereof; three month period ending December 31, 2005 and the private placement memorandum dated May 31, 2006 (bthe "Memorandum") the number of shares of provided to Investor. The Company has not issued any capital stock issued and outstanding; (c) the number of shares of capital stock issuable since December 31, 2005, other than pursuant to the Company’s stock plans; and (d) the number purchase of shares under the Company's employee stock option plan and the exercise of capital outstanding warrants or stock issuable and reserved for issuance options, in each case as disclosed in the Memorandum or the SEC Reports. The Shares to be sold pursuant to securities the Agreements have been duly authorized, and when issued and paid for in accordance with the terms of the Agreements, will be duly and validly issued, fully paid and nonassessable, subject to no lien, claim or encumbrance (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable except for any such lien, claim or encumbrance created, directly or indirectly, by the Investor). The outstanding shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock Company have been duly authorized and validly issued and are fully paidpaid and nonassessable, nonassessable and free of pre-emptive rights and were have been issued in compliance with the registration requirements of federal and state securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The Company owns one hundred percent of all material respects with applicable law and any rights of third parties. All of the issued outstanding capital stock of each of its subsidiaries, free and clear of all liens, claims and encumbrances. There are not (i) any outstanding preemptive rights, or (ii) any rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon not disclosed in the occurrence SEC Reports or Memorandum, or (iii) any contract, commitment, agreement, understanding or arrangement of certain eventsany kind to which the Company is a party that would provide for the issuance or sale of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options not disclosed in the SEC Reports or the Memorandum. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ilinc Communications Inc)
Capitalization. Schedule 4.3 sets forth as of a recent date (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock incentive plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, or option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders security holders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.34.3 and except as provided in the Registration Rights Agreement, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Capitalization. Schedule 4.3 Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016 (the “December 2016 Form 10-Q”) sets forth as of the date thereof (a) the authorized capital stock of the Company on the date hereofCompany; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Except as described in the SEC Filings (as defined below), no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for in the Registration Rights AgreementSEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders security holders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3in the SEC Filings, the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security, except for such rights as have been irrevocably waived with respect to the issuance and sale of the Securities hereunder on or prior to the date hereof. The Company does not have outstanding shareholder stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Visualant Inc)
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s 's stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s 's capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim, except for security interests granted to the Company's lenders as described in the SEC Filings. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described in the SEC Filings or on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described in the SEC Filings or on Schedule 4.3 and except for the Registration Rights AgreementAgreement and the registration rights granted to the investors in the Other Offerings (the terms of which have been disclosed to the Investors), there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described in the SEC Filings or on Schedule 4.34.3 and except for the Registration Rights Agreement and the registration rights granted to the investors in the Other Offerings (the terms of which have been disclosed to the Investors), the Company no Person has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Except as described in the SEC Filings, the Company does not have outstanding shareholder stockholder purchase rights or "poison pill" or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 1 contract
Capitalization. Schedule 4.3 sets forth the authorized capital stock The capitalization of the Company on as of September 30, 2011, is as set forth in the date hereof; (b) in the number Time of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares Sale Information and the Warrants) exercisable for, or convertible into or exchangeable for any Prospectus in the column entitled “Actual” under the caption “Capitalization.” The outstanding shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock Company have been duly and validly authorized and validly issued and are fully paidpaid and nonassessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or similar rights of any security holder of the Company. Except as described in the Registration Statement, nonassessable the Time of Sale Information and free of the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights and were issued rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in compliance the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus. There are no persons with applicable law and registration rights or other similar rights to have any rights of third partiessecurities included in any registration statement filed pursuant to a registration agreement or in any offering made pursuant to such registration statement. All of the issued and outstanding shares of capital stock of each the Significant Subsidiary and Pharmasset have been duly and validly authorized and validly issued and are fully paidpaid and nonassessable, nonassessable and, except as may be otherwise set forth in the Registration Statement, the Time of Sale Information and free the Prospectus, all outstanding shares of pre-emptive rights, were issued in compliance in all material respects with applicable law and any rights capital stock of third parties and the Significant Subsidiary are owned by the CompanyCompany either directly or through a wholly-owned subsidiary free and clear of any security interest, beneficially and of recordmortgage, subject to no pledge, lien, encumbrance encumbrance, claim or other adverse claim. No Person is entitled to pre-emptive equity; none of the outstanding shares of capital stock of the Significant Subsidiary or Pharmasset was issued in violation of the preemptive or similar statutory or contractual rights with respect to of any securities securityholder of the Company. Except Significant Subsidiary or Pharmasset, as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding shareholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain eventsapplicable.
Appears in 1 contract
Samples: Gilead Sciences Inc
