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.
(b) The authorized capital stock of Merger Sub consists of 1,000 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. 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) All outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments.
(d) 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 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.
(b) As of the close of business on July 31, 2007, 7,389,822 shares of Parent Common Stock have been authorized and remain reserved for issuance, of which (i) 5,264,206 shares remain reserved for issuance pursuant to Parent’s 2001 Stock Option and Incentive Plan (the “Parent Stock Option Plan”), subject to adjustment on the terms set forth in the Parent Stock Option Plan, (ii) 1,645,553 shares remain reserved for issuance upon the exercise of outstanding stock options to purchase Parent Common Stock that were not granted under the Parent Stock Option Plan, (iii) 174,536 shares remain reserved for issuance pursuant to Parent’s 2001 Employee Stock Purchase Plan, as amended, and (iv) 305,527 shares were authorized and remain reserved for issuance upon the exercise of outstanding warrants to purchase shares of Parent Common Stock. As of the close of business on July 31, 2007, there were outstanding options to purchase 4,203,199 shares of Parent Common Stock under the Parent Stock Option Plan, and options to purchase 1,061,007 shares of Parent Common Stock remain available for grant thereunder. 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, will be duly authorized, validly issued, fully paid and nonassessable. Except as otherwise set forth in this Section 3.2, as of the date hereof there are no equity securities of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securi...
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 authorized capital stock of Parent consists of 200,000,000 shares of common stock, par value $0.01 per share (the "PARENT COMMON STOCK"), of which there were 111,920,390 shares issued and outstanding as of the close of business on August 31, 2006 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.
(b) The authorized capital stock of each 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. All of the outstanding shares of each Merger Sub's common stock have been duly authorized and validly issued, and are fully paid and nonassessable. Each 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 Capitalization. (a) As of February 7, 2019, the authorized share capital of Parent consists of an unlimited number of subordinate voting shares (“Subordinate Voting Shares”), an unlimited number of multiple voting shares (“Multiple Voting Shares”), and an unlimited number of super voting shares (“Super Voting Shares”) and an unlimited number of preferred shares, issuable in series (the “Preferred Shares”) (collectively, the “Parent Capital Stock”), of which the following shares are issued and outstanding: 67,518,334 shares of Subordinate Voting Shares, 2,148,353 shares of Multiple Voting Shares, 2,000,000 shares of Super Voting Shares and nil Preferred Shares. The Parent Capital Stock has the attributes set out in the Amended and Restated Listing Statement of the Buyer dated November 14, 2018 (the “Listing Statement”).
(b) Immediately after the Closing the Merger Consideration and all other issued and outstanding share capital of Parent will be duly authorized, validly issued, fully paid and non-assessable and will have been issued in accordance with all applicable laws, including, but not limited to, the Securities Act.
(c) Upon consummation of the Contemplated Transactions, the Company Stockholders shall own all of the Merger Consideration payable in accordance with Section 2.06 if and when paid, free and clear of all Encumbrances.
(d) The authorized, issued and outstanding share capital of Merger Sub consists of 1,000 shares of common stock, par value of $0.01 per share, of which one share is issued and outstanding and is owned by Parent, and 100 shares of preferred stock, par value of $0.01 per share, of which no shares are issued and outstanding.
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.
(b) The HMI Owners own all of the outstanding capital stock and equity interests of the HMI Entities and no other Person has any contractual or other right to acquire any shares of capital stock or other equity interests in any of the HMI Entities. All of the outstanding equity interests in the HMI Entities are duly authorized, validly issued, fully paid and nonassessable and none were issued in violation of any preemptive rights. There are no bonds, debentures, notes or other indebtedness or securities of the HMI Entities that have the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which the equity holders of any of the HMI Entities may vote.
(c) No HMI Entity has any contract or other obligation to repurchase, redeem or otherwise acquire any of its equity interests. None of the outstanding equity securities of any of the HMI Entities was issued in violation of the Securities Act or any other legal requirement.
(d) The pro forma capitalization of Parent upon completion of, and giving effect to, the Contribution and the Merger will be as set forth on Exhibit (A) attached hereto.
