Common Stock and Preferred Stock. The Seller owns no shares of Common Stock and owns no shares of Preferred Stock.
Common Stock and Preferred Stock. The authorized capital stock of the Company consists, or will consist immediately prior to the Closing of 60,000,000 shares of Common Stock and 26,245,034 shares of Preferred Stock of which 13,333,334 shares have been designated Series A Preferred Stock ("Series A Stock"), 10,150,490 shares have been designated Series B Preferred Stock ("Series B Stock") and 2,761,210 shares have been designated Series C Preferred Stock ("Series C Stock"). The Series C Stock have the rights, preferences, privileges and restrictions set forth in the Restated Articles. Immediately prior to the Closing, there are 12,856,726 shares of Common Stock issued and outstanding; 13,333,334 shares of Series A Stock, 10,150,490 shares of Series B Stock and no shares of Series C Stock issued and outstanding. All such issued and outstanding shares have been duly authorized and validly issued, are fully paid and nonassessable and were issued in compliance with all applicable state and federal laws concerning the issuance of securities.
Common Stock and Preferred Stock. The authorized capital stock of the Company consists of: (A) 720,000,000 shares of Common Stock; and (B) 625,239,509 shares of Preferred Stock, of which 94,134,273 shares are designated Series A-1 Preferred Stock, 425,000,000 shares are designated Series B-1 Preferred Stock, 10,664,750 shares are designated Series A Preferred Stock, 32,114,138 shares are designated Series B Preferred Stock, 37,922,362 shares are designated Series C Preferred Stock, 8,247,940 shares are designated Series C-1 Preferred Stock, and 17,156,046 shares are designated Series D Preferred Stock. As of the date hereof after giving effect to the Conversion: (1) 483,073,313 shares of Common Stock were issued and outstanding (excluding shares of Common Stock held by the Company in its treasury), (2) no shares of Common Stock were issued and held by the Company in its treasury, (3) no shares of Series A-1 Preferred Stock were issued and outstanding, (4) no shares of Series
Common Stock and Preferred Stock. (a) Each share of Non-Voting Common Stock, par value $.001 per share ("Common Stock"), of the Company issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive 59.99477 shares of common stock, par value $.01 per share ("NFO Common Stock"), of NFO, and each share of Preferred Stock, par value $.001 per share ("Preferred Stock"), of the Company issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive 4.72813 shares of NFO Common Stock. (The shares of NFO Common Stock into which the Common Stock and Preferred Stock are converted into a right to receive, together with any cash in lieu of fractional shares of NFO Common Stock, is referred to herein as the "Merger Consideration"). The Merger Consideration shall be payable to the holders of the Common Stock and Preferred Stock, without interest thereon, upon surrender of the certificate representing such share of Common Stock or Preferred Stock, as the case may be. Subject to Section 2.4, the Merger Consideration shall be paid by Merger Sub to the Shareholders on the Effective Time and shall be allocated in accordance with Schedule 2.1(a) hereto and, notwithstanding anything to the contrary herein, the Merger Consideration received by each Stockholder shall be treated as received in exchange for the shares of Common Stock or Preferred Stock, as the case may be, specifically designated in Schedule 2.1(a).
Common Stock and Preferred Stock. Such Seller has good and valid title to the shares of Common Stock set forth next to such Seller's name on the Seller Purchase Price Allocation Schedule and the shares of Preferred Stock set forth next to such Seller's name on the Seller Purchase Price Allocation Schedule, free and clear of all Liens. Assuming Purchaser has the requisite power and authority to be the lawful owner of such shares of Common Stock and Preferred Stock, upon delivery to Purchaser at the Closing of certificates representing such shares of Common Stock and Preferred Stock, duly endorsed by such Seller for transfer to Purchaser, and upon such Seller's receipt of the amount payable to such Seller pursuant to Section 1.04(b) good and valid title to such shares of Common Stock and Preferred Stock will pass to Purchaser, free and clear of any Liens, other than those arising from acts of Purchaser or its affiliates. Other than this Agreement, the Stockholders Agreement and the Executive Stock Agreements, such shares of Common Stock and Preferred Stock are not subject to any voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of such shares of Common Stock and Preferred Stock. Other than the shares of Common Stock and Preferred Stock listed on the Seller Purchase Price Allocation Schedule, such Seller has no other equity interests or rights to acquire equity interests in the Company.
Common Stock and Preferred Stock. The Preferred Stock is, and each class of Common Stock is, or when issued and delivered will be, duly and validly issued, fully paid and nonassessable. No stockholder of Company has or will have any preemptive rights to subscribe for any additional equity Securities of Company. The issuance and sale of Company's Common Stock and Preferred Stock, upon such issuance and sale, will either (a) have been registered or qualified under applicable federal and state securities laws or (b) be exempt therefrom.
Common Stock and Preferred Stock. At the Effective Time, by virtue of the Merger, automatically and without any action on the part of any party:
Common Stock and Preferred Stock. Subject to Section 1.13, each share of Capital Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive from Purchaser, upon surrender of the Certificate representing such share of Capital Stock in accordance with Section 1.11, the Merger Consideration as follows:
Common Stock and Preferred Stock. In consideration of RimAsia’s funding for the benefit of NeoStem and CBH in anticipation of the Merger, and in full satisfaction of any and all obligations to repay RimAsia $1,600,000 in funding provided, the Parties agree that in connection with the closing of the Merger RimAsia shall receive (a) 1,200,000 shares of NeoStem common stock in addition to the 5,383,009 shares RimAsia is to receive pursuant to the Merger Agreement, so that the total number of shares of NeoStem common stock RimAsia shall receive in connection with the closing of the Merger shall be 6,458,009 (after giving effect to other adjustments); and (b) 1,200,000 shares of NeoStem Series C Convertible Preferred Stock in addition to the 6,977,512 shares of NeoStem Series C Convertible Preferred Stock RimAsia is to receive pursuant to the Merger Agreement, so that the total number of shares of NeoStem Series C Convertible Preferred Stock RimAsia shall receive in connection with the closing of the Merger shall be 8,177,512.
Common Stock and Preferred Stock. As of December 31, 2020, the Company has an authorized capital of 243,000,000 shares, $0.01 par value, of which 240,000,000 shares are designated common stock, and 3,000,000 shares are designated preferred stock. Of the preferred stock, 240,000 shares are designated Series A Junior Participating Preferred Stock and the remaining shares of preferred stock are undesignated as to series, rights, preferences, privileges or restrictions. The holders of common stock are entitled to one vote for each share of common stock on all matters submitted to a vote of the Company’s shareholders. Although to date no shares of Series A Junior Participating preferred stock have been
