Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 719,719,414 shares of common stock, par value $0.01 per share, of which 683,700,000 shares have been designated Series A Common Stock (or Parent Common Stock), 30,800,000 shares have been designated Series B Common Stock and 5,219,414 shares have been designated Series K Common Stock, of which there were 331,563,340 shares of Series A Common Stock, 30,800,000 shares of Series B Common Stock and 5,219,414 shares of Series K Common Stock issued and outstanding as of June 30, 1999, and 9,650,000 shares of Preferred Stock, par value $0.01 per share, of which no shares are issued or outstanding as of June 30, 1999. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable. As of June 30, 1999: (i) there were options outstanding to purchase an aggregate of 50,608,261 shares of Parent Common Stock pursuant to Parent's stock option plans; and (ii) 1,775,542 shares of Parent Common Stock reserved for future issuance under Parent's 1997 Employee Stock Purchase Plan. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable.
(b) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, no par value, all of which, as of the date hereof, are issued and outstanding and are held by Parent. All of the outstanding shares of Merger Sub's common stock have been duly authorized and validly issued, and are fully paid and nonassessable. Merger Sub was formed for the purpose of consummating the Merger and has no material assets or liabilities except as necessary for such purpose.
(c) The Parent Common Stock to be issued in the Merger, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.
Parent and Merger Sub Capital Structure. (a) The authorized capital stock of the Parent consists of 100,000,000 shares of Common Stock and 3,000,000 shares of preferred stock, par value $.001 per share ("Parent Preferred Stock"). As of the date of this Agreement, the outstanding capitalization of the Parent consists of (i) 3,181,818 shares of Parent Common Stock, (ii) no shares of Parent Preferred Stock, and (iii) no options and warrants to purchase shares of Parent Common Stock. All outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. As of the date hereof there are no outstanding options, warrants, subscriptions, conversion or other rights, agreements or other commitments obligating Parent to issue any shares of its Parent Common Stock or any securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of Parent Common Stock.
(b) The authorized capital stock of Merger Sub consists of 1,000,000 shares of common stock, 1,000 shares of which, as of the date hereof, are issued and outstanding and are held by Parent. All such shares have been duly authorized, and all such issued and outstanding shares have been validly issued, are fully paid and nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof.
Parent and Merger Sub Capital Structure. The authorized capital stock of Parent consists of 30,000,000 shares of Common Stock, of which there were 12,748,179 shares issued and outstanding as of November 6, 1998 and 2,000,000 shares of Preferred Stock, 30,000 of which have been designated Series A Preferred Stock, none of which are issued and outstanding, and 662,500 of which have been designated Series B Convertible Preferred Stock, 562,000 of which are issued and outstanding. As of November 6, 1998, there were outstanding options to purchase 1,425,565 shares of Parent Common Stock. Except as described herein and as set forth in Section 3.2 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent is a party or by which it is bound obligating Parent to issue, deliver or sell, or cause to be issued delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnerships interests or similar ownership interest of Parent. All outstanding shares of Parent Common Stock and Series B Convertible Preferred Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation, Certificate of Designation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 1000 shares of Common Stock, $0.001 par value, all of which, as of the date hereof, are issued and outstanding and are held by Parent. Merger Sub was formed on or about December 17, 1998 for the purpose of consummating the Merger and has no material assets or liabilities except as necessary for such purpose.
Parent and Merger Sub Capital Structure. The authorized capital stock of Parent consists of 500,000,000 shares of Common Stock, of which there were 136,452,870 shares issued and outstanding as of December 28, 1997, and 4,000,000 shares of Preferred Stock, none of which are outstanding. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 100 shares of Common Stock, $0.0001 par value, all of which, as of the date hereof, are issued and outstanding and are held by Parent. Merger Sub was formed on or about May 18, 1998, for the purpose of consummating the Merger and has no material assets or liabilities except as necessary for such purpose.
Parent and Merger Sub Capital Structure. The authorized capital stock of Parent consists of 300,000,000 shares of Common Stock, of which there were 69,920,883 shares issued and outstanding as of December 31, 1997, and 5,000,000 shares of Preferred Stock, of which one share of Series A Preferred Stock is issued and outstanding. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 100 shares of Common Stock, $0.01 par value, all of which, as of the date hereof, are issued and outstanding and are held by Parent. Merger Sub was formed on or about February 19, 1998, for the purpose of consummating the Merger and has no material assets or liabilities except as necessary for such purpose.
Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 350,000,000 shares of Common Stock, $.001 par value per share, of which as of the date of this Agreement, there were 247,999,950 shares issued and outstanding, and 25,000,000 shares of Preferred Stock, $.001 par value per share, of which no shares are issued or outstanding as of the date of this Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 75,000,000 shares of Common Stock, $.001 par value per share, one (1) share of which, as of the date hereof, are issued and outstanding and is held by Parent. Merger Sub was formed on February 8, 2012, for the purpose of consummating a merger with a then as yet unidentified business, has no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Time will not have, conducted any business except as necessary for such purpose.
Parent and Merger Sub Capital Structure. The authorized capital stock of Parent consists of 150,000,000 shares of Common Stock, of which there were 51,581,856 shares issued and outstanding as of November 3, 2005, and 2,000,000 shares of Preferred Stock, none of which are issued and outstanding. The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, all of which, as of the date hereof, are issued and outstanding and are held by Parent. Merger Sub was formed on January 5, 2006, for the purposed of consummating the Merger and has no material assets or liabilities except as necessary for such purpose.
Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 37,000,000 shares of authorized Common Stock, of which 3,571,480 shares are issued and outstanding, 10,305,000 shares of authorized Series A Preferred Stock, of which 10,305,000 shares are issued and outstanding, 10,305,000 shares of authorized Series A-1 Preferred Stock, none of which is issued and outstanding, 6,105,000 shares of authorized Series B Preferred Stock, of which 3,290,000 shares are issued and outstanding, 6,105,000 shares of authorized Series B-1 Preferred Stock, none of which is issued and outstanding, 2,600,000 shares of authorized Series C Preferred Stock, of which 2,600,000 shares are issued and outstanding, 2,600,000 shares of authorized Series C-1 Preferred Stock, none of which is issued and outstanding, 5,000,000 shares of authorized Series D Preferred Stock, of which 4,807,692 shares are issued and outstanding, 5,000,000 shares of authorized Series D-1 Preferred Stock, none of which is issued and outstanding. The shares of the capital stock of Parent are held of record by the persons, with the addresses of record and in the amounts set forth on Schedule 3.2(a). All outstanding shares of Parent Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent or any agreement to which Parent is a party or by which it is bound.
(b) The authorized capital stock of Merger Sub consists of 100 shares of authorized Common Stock, all of which are issued and outstanding and held of record by Parent. All outstanding shares of the capital stock of Merger Sub are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Merger Sub or any agreement to which the Merger Sub is a party or by which it is bound.
(c) Parent has reserved (i) 9,000,000 shares of Common Stock for issuance to directors, employees and consultants pursuant to Parent's 1996 Stock Plan ("PARENT STOCK PLAN"), of which 6,441,520 shares are subject to outstanding, unexercised options ("PARENT OPTIONS") and 2,558,480 shares remain available for future grant, (ii) 500,000 shares of Common Stock for issuance pursuant to an outstanding warrant ("COMMON WARRANT") and (iii) 2,811,947 shares of Series B Preferred Stock for issuance pursuant to outstanding warrants ("PREFERRED WARRANTS"). The Parent Opti...
Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 350,000,000 shares of Common Stock, $.001 par value per share, of which as of the date of this Agreement, there were 87,650,000 shares issued and outstanding, and 25,000,000 shares of Preferred Stock, $.001 par value per share, of which no shares are issued or outstanding as of the date of this Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 75,000,000 shares of Common Stock, $.001 par value per share, one (1) share of which, as of the date hereof, are issued and outstanding and is held by Parent. Merger Sub shall formed no later than on November 27, 2012, for the purpose of consummating a merger with the Company, and will have no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Time will not have, conducted any business except as necessary for such purpose.
Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 500,000,000 shares of Common Stock, par value $.001 per share, of which all or substantially all of such 18,234,090 shares of common stock are issued and outstanding, with vested right to issue approximately 486 million shares prior to the date of the reverse split, as described in Section 1.3 of this Agreement, as of the date of this Agreement and 100,000,000 shares of Preferred Stock, par value $.001 per share, of which zero shares are issued or outstanding as of the date of this Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of one share of Common Stock, $0.001 par value per share, all of which, as of the date hereof, are issued and outstanding and are held by Parent. Merger Sub was formed with an Effective Time of February 25, 2006, for the purpose of consummating the Merger, has no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Time will not have, conducted any business except as necessary for such purpose.
(b) There are no commitments or agreements of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent stock option as a result of the Merger.
