CORPORATE CAPITALIZATION Clause Samples

CORPORATE CAPITALIZATION. OUTSTANDING OPTIONS ▇▇▇▇▇ ▇▇▇▇▇▇▇ 8,334 ▇▇▇▇ ▇▇▇▇▇▇▇ 50,000 ▇▇▇▇▇▇ Childs 10,000 ▇▇▇▇ ▇▇▇▇▇ 20,000 ▇▇▇▇▇▇ ▇▇▇▇ 3,500

CORPORATE CAPITALIZATION a. Liposome's authorized capital stock consists of two authorized classes of capital stock, consisting of 60,000,000 shares of common stock, of which 34,415,721 shares are issued and outstanding, and 2,400,000 shares of preferred stock of which no shares are issued or outstanding. All issued and outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable. b. Except as contemplated or set forth in this Agreement or in Schedule D attached hereto, as of the Closing, there are no outstanding preemptive or other rights, options, warrants, conversion rights or agreements for the purchase or acquisition from Liposome of any shares of its capital stock.

CORPORATE CAPITALIZATION i. Immediately prior to, or simultaneously with, the Closing, the Corporation's authorized capital stock shall include only two authorized classes of capital stock consisting of (i) sixteen million (16,000,000) shares of Preferred Stock, fifteen million (15,000,000) shares of which shall be designated as Series A Convertible Preferred Stock, and (ii) forty million (40,000,000) shares of a sole class of Common Stock. The Corporation intends to issue in late November, 1995 through early December, 1995 an aggregate of four million four hundred forty- four thousand four hundred forty-four (4,444,444) shares of series A Preferred Stock, including the issuance of the shares hereunder (the "Intended Series A Shares"). Immediately prior to, or simultaneous with, the Closing (without taking into consideration the Closing), the Corporation will have a total of five hundred seventy-three thousand two hundred fifty (573,250) shares of Common Stock outstanding; and up to one million four hundred eighty thousand three hundred twenty-five (1,480,325) shares of Common Stock subject to issuance pursuant to outstanding options (the "Options") granted to employees under stock plans or to certain investors under option agreements. All issued and outstanding shares of capital stock will have been duly authorized and validly issued and will be fully paid and nonassessable. The Corporation has reserved four million four hundred forty-four thousand four hundred forty-four (4,444,444) shares of Series A Preferred Stock for issuance of the Intended Series A Shares and four million four hundred forty-four thousand four hundred forty-four (4,444,444) shares of Common Stock for issuance upon conversion. The Corporation has also reserved (a) four million four hundred forty-four thousand four hundred forty-four (4,444,444) shares of its Common Stock for issuance upon conversion of the Series A Convertible Preferred Stock issued and outstanding prior to the issuance hereunder; (b) one million four hundred eighty thousand three hundred twenty-five (1,480,325) shares of its Common Stock for issuance upon exercise of the Options. ii. Except as contemplated or set forth in this Agreement, there are no outstanding preemptive or other rights, options, warrants, conversion rights or agreements for the purchase or acquisition from the Corporation of any shares of its capital stock. iii. As of the date hereof, the Corporation does not have any declared and unpaid dividends (whether payable in cas...

CORPORATE CAPITALIZATION. (i) Simultaneously with, the Closing, the Corporation's authorized capital stock shall consist only of (A) shares of the Corporation's preferred stock (other than the Preferred Stock), none of which is issued and outstanding, (3) 200,000 shares of the Corporation's Series A Junior Participating Preferred Stock, (C) 20,000,000 shares of the Corporation's common stock, par value $0.01 per share (the "Common Stock"), of which 12,849,822 are issued and outstanding, (D) 2,562,381 shares of Common Stock as may be issued by the Corporation pursuant to options outstanding as of the date hereof (including options to be issued to Davi▇ ▇▇▇▇▇) ▇▇d (E) 300,000 shares of the Preferred Stock. (ii) Except as set forth on the Corporation's Form 10-K for the year ending December 31, 1994 (the "Form 10-K"), filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), there are no outstanding preemptive or other rights, options, warrants, conversion rights or agreements for the purchase or acquisition from the Corporation of any shares of its capital stock, nor does the Corporation have any obligation to repurchase any outstanding capital stock of the Corporation. (iii) As of the date hereof, the Corporation does not have any declared and unpaid dividends (whether payable in cash, securities or other consideration).

CORPORATE CAPITALIZATION i. Immediately prior to, or simultaneously with, the Closing, the Corporation's authorized capital stock shall include only two (2) authorized classes of capital stock consisting of thirty-five million (35,000,000) shares of Preferred Stock, six million (6,000,000) shares of which have been designated as Series A Preferred Stock, and fifteen million (15,000,000) shares of which have been designated as Series B Preferred Stock, and one hundred million (100,000,000) shares of Common Stock. The Corporation's stockholders have approved an amendment to the Corporation's Amended and Restated Certificate of Incorporation to authorize the issuance of Series C Preferred Stock at least equal to the number of Purchased Shares, with the rights, designations, powers, preferences, rights, qualifications, limitations and restrictions as set forth in the Certificate of Incorporation. Except as set forth in Schedule 3.b.i. attached hereto, (i) no person owns of record or is known to the Corporation to own beneficially any share of Common Stock, Series A Convertible Preferred Stock, Series B Convertible Preferred Stock or Series C Preferred Stock; (ii) no subscription, warrant, option, convertible security, or other right (contingent or otherwise) to purchase or otherwise acquire equity securities of the Corporation is authorized or outstanding; and (iii) there is no commitment by the Corporation to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in Schedule 3.b.i., the Corporation has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. All of the outstanding securities of the Corporation were issued in compliance with all applicable Federal and state securities laws. As of the Closing, each Share of Series A Convertible Preferred Stock is convertible into two (2) Shares of Common Stock, and each share of Series B Convertible Preferred Stock is convertible into one (1) share of Common Stock. As of the Closing, the Certificate of Incorporation attached hereto as Exhibit A will be in force and effect, without further modification or amendments, except for the necessary information noted therein in brackets. ii. As of Closing, the Corporation does not have any dec...

CORPORATE CAPITALIZATION i. Immediately prior to, or simultaneously with, the Closing, the Corporation's authorized capital stock shall include only two authorized classes of capital stock consisting of (i) sixteen million (16,000,000) shares of Preferred Stock, fifteen million (15,000,000) shares of which shall be designated as Series

CORPORATE CAPITALIZATION i) The Corporation's authorized capital stock consists only of 20,000,000 shares of Common Stock. The Corporation has not more than 6,594,264 shares of Common Stock outstanding. The Corporation has issued warrants, rights or options to purchase or acquire not more than 400,000 shares of Common Stock and will reserve not more than 400,000 shares of Common Stock for issuance under a stock option plan. There are no other shares of Common Stock that are subject to purchase or acquisition from the Corporation pursuant to any rights, options, warrants, convertible securities (other than the Debentures) or agreements. All issued and outstanding shares of capital stock are duly authorized, validly issued, fully paid and nonassessable. No person or entity has any preemptive right to acquire any unissued shares of the corporation. ii) As of the date hereof, the Corporation does not have any declared and unpaid dividends (whether payable in cash, securities or other consideration).

CORPORATE CAPITALIZATION