Parent and Merger Sub Capitalization. (a) The authorized capital stock of Parent consists solely of 150,000,000 shares of Parent Common Stock, of which there were 96,856,165 shares issued and outstanding as of the close of business on the date hereof. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights 44 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.
Parent and Merger Sub Capitalization. (a) The authorized capital stock of Parent consists solely of 200,000,000 shares of Parent Common Stock, of which there were 64,773,413 shares issued and outstanding as of the close of business on March 28, 2000, and 5,000,000 shares of Preferred Stock, par value $0.001 per share, of which no shares are issued or outstanding. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to any right of rescission or preemptive rights created by statute, the Parent Charter Documents or any agreement or document to which Parent is a party or by which it is bound. As of the date of this Agreement, there are no shares of Parent Common Stock held in treasury by Parent.
Parent and Merger Sub Capitalization. (a) The authorized capital stock of Parent consists solely of 200,000,000 shares of Parent Common Stock, of which there were 114,820,683 shares issued and outstanding as of the close of business on March 3, 2000, and 5,000,000 shares of Preferred Stock, par value $0.001 per share, of which no shares are issued or 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. As of the close of business on March 3, 2000, (i) 17,137,292 shares of Parent Common Stock are subject to issuance pursuant to outstanding options to purchase Parent Common Stock, and (ii) 1,748,494 shares of Parent Common Stock are reserved for future issuance under Parent's 1998 Equity 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.
Parent and Merger Sub Capitalization. (a) The authorized capital stock of Parent consists solely of 100,000,000 shares of Parent Common Stock, of which there were 47,782,087 shares issued and outstanding as of the close of business on July 31, 2007, 2,666,667 shares of Series A Convertible Preferred Stock, par value $0.001 per share (“Parent Series A Preferred Stock”), and 2,333,333 shares of undesignated Preferred Stock, par value $0.001 per share (“Parent Undesignated Preferred Stock” and together with the Parent Series A Preferred Stock, the “Parent Preferred Stock”), of which no shares are issued or outstanding as of the date hereof. 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.
Parent and Merger Sub Capitalization. (a) The authorized capital stock of Parent consists solely of 500,000,000 shares of Parent Common Stock par value $.01 per share, of which there were 192,686,181 shares issued and outstanding as of the close of business on April 30, 2000, and 10,000,000 shares of Preferred Stock, par value $0.01 per share, of which no shares are issued or 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. As of May 19, 2000, there were 16,151,407 shares of Parent Common Stock authorized under the 1999 Equity Incentive Plan, of which 7,836,696 were subject to outstanding options, 7,123,759 were issued pursuant to outstanding options and 1,190,952 were available for future grants. As of May 19, 2000, there were 8,072,856 shares of Parent Common Stock authorized under the 1999 Employee Stock Purchase Plan, of which 1,848,216 were issued pursuant to outstanding options. As of May 19, 2000, there were 1,500,000 shares of Parent Common Stock authorized under the 1999 Non-Employee Director Option Plan, of which 20,000 were subject to outstanding options and 1,480,000 were available for future grants. As of May 19, 2000, there were no shares of Parent Common Stock authorized for future grant under the 1995 Stock Option/ Stock Issuance Plan, and there were 23,811,501 shares subject to outstanding options. As of May 19, 2000, there were 24,000,000 shares of Parent Common Stock authorized under the 1999 Supplemental Stock Option Plan, of which 23,887,500 were subject to outstanding options. 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.
Parent and Merger Sub Capitalization. (a) As of the Effective Date, the authorized, issued and outstanding share capital of Parent consists of 200,000,000 shares of common stock, par value $0.001 per share (the “Parent Common Stock”), of which 73,327,492 shares are issued and outstanding; and 20,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”), of which 1,000,000 shares have been designated as the Class A Convertible Preferred Stock and of which 1,000,000 shares are issued and outstanding and 17,000,000 shares have been designated as the Series B Preferred Stock and of which 13,784,201 shares are issued and outstanding.
Parent and Merger Sub Capitalization. The authorized capital stock of Parent currently consists exclusively of: (i) 20,000,000 shares of Parent Common Stock as of the date hereof (the “Parent Capitalization Date”); and (ii) 50,000 shares of preferred stock, no par value per share, of Parent (the “Parent Preferred Stock”) as of the Parent Capitalization Date. The authorized capital stock of Merger Sub currently consists exclusively of 100 shares of common stock, no par value per share, of which 100 shares were issued and outstanding as of the Parent Capitalization Date. Shares of common stock of Merger Sub are the only outstanding shares of Merger Sub’s capital stock entitled to vote, or to vote as a class. Parent does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the shareholders of Parent on any matter. All of the issued and outstanding shares of Parent Common Stock have been validly issued and are fully paid and nonassessable, and none of such shares were issued in violation of, or without compliance with, any preemptive rights.
Parent and Merger Sub Capitalization. (a) The outstanding capital stock of Parent consists solely of one share of Parent Common Stock, which share is owned directly by Sxxxxxx X. Xxxxxxx.
Parent and Merger Sub Capitalization. (a) As of the Effective Date, the authorized, issued and outstanding share capital of Parent consists of 100,000,000 shares of common stock, par value $0.0001 per share (the “Parent Common Stock”), of which 10,000,000 shares are issued and outstanding; and 5,000,000 shares of preferred stock, par value $0.0001 per share (the “Parent Preferred Stock”), of which no shares are issued and outstanding. As of the Effective Date, the Parent Preferred Stock consists of 10,000 shares of Parent Series A Preferred Stock, of which no shares are issued and outstanding. The capitalization of Parent as of the Effective Date is as set forth on the capitalization table of Parent dated the date hereof and delivered by Parent to the Company on the date hereof (the “Parent Capitalization Table”).
Parent and Merger Sub Capitalization. (a) The authorized capital stock of Parent consists solely of 600,000,000 shares of Parent Common Stock, par value $.01 per share, of which there were 319,365,275 shares issued and outstanding as of the close of business on May 17, 2001, 1,000,000 shares of Preferred Stock, par value $.01 per share, of which one share is issued and outstanding as of the close of business on May 17, 2001 (for the purpose of effecting voting rights for the exchangeable shares of EGI Canada Corporation identified immediately hereafter), and 10,644,223 shares of EGI Canada Corporation, exchangeable on a one-for-one basis into shares of Parent Common Stock at any time, of which there were 2,757,463 shares issued and outstanding as of the close of business on May 17, 2001. As of May 17, 2001, there were outstanding employee stock options to purchase an aggregate of 43,304,770 shares of Parent Common Stock (of which options to purchase an aggregate of 21,016,931 shares of Parent Common Stock were exercisable). 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.
