Purchaser Capitalization. The authorized capital stock ------------------------ of Purchaser consists of 100 shares of common stock, par value $.01 per share, all of which shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.
Purchaser Capitalization. The authorized capital stock of Purchaser consists of 50,000,000 shares of common stock, par value $.001 and 50,000,000 shares of preferred stock, par value $.001, of which 12,000,000 shares have been designated as Series A Convertible Preferred Stock. At Closing after giving effect to the issuance of the Purchaser Shares, 9,612,952 shares of common stock and 12,000,000 shares of Series A Convertible Preferred Stock will be duly and validly issued and outstanding. All outstanding shares of common stock Series A Convertible Preferred Stock will be duly and validly issued, fully paid and non-assessable, and were issued in full compliance with all federal, state, and local laws, rules, and regulations. There is no subscription right, option, warrant, convertible security, or other right (contingent or other) presently outstanding, for the purchase, acquisition, or sale of common stock or any other securities of Purchaser, or any securities convertible into or exchangeable for common stock or other securities of Purchaser, except for a commitment to issue 3,745,000 shares of common stock after the Reverse Stock Split. There are no stock appreciation rights, phantom stock, or similar rights in existence. There are no agreements purporting to restrict the transfer of the common stock or the Series A Convertible Preferred Stock of Purchaser, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the common stock or the Series A Convertible Preferred Stock of Purchaser.
Purchaser Capitalization. The authorized capital stock of the Purchaser as of the date of this Agreement consists of 1,000 shares of Common Stock, $0.01 par value per share, of which 1,000 shares are issued and outstanding and held by Parent.
Purchaser Capitalization. As of February 28, 2019, except as would otherwise be immaterial to the capitalization of Purchaser, the authorized share capital of Purchaser was $1,750,000 divided into 175,000,000 ordinary shares of a nominal or par value of $0.01 each, of which (a) 69,187,290 were issued and outstanding (excluding 4,502,213 Purchaser Common Shares issued to Bank of New York Mellon for bulk issuance of Purchaser ADSs reserved for future issuances upon the exercise or vesting of awards granted under Purchaser’s stock incentive plans and for Purchaser’s treasury Purchaser ADSs), (b) 2,929,123 Purchaser Common Shares were held by Purchaser in its treasury, and (c) 6,789,864 Purchaser Common Shares were reserved for issuance in respect of outstanding options to acquire Purchaser Common Shares and 602,859 Purchaser Common Shares were reserved for issuance in settlement of outstanding restricted share units, in each case under Purchaser’s stock incentive plans. All outstanding Purchaser Common Shares have been duly authorized, validly issued, fully paid and non-assessable and were not subject to, or issued in violation of, any preemptive right or other anti-dilutive right, purchase option, call option, right of first refusal, subscription right, transfer restriction or any similar right under any provision of applicable Law, Purchaser’s Organizational Documents or any Contract to which Purchaser or any affiliate thereof is a party or otherwise bound. As of the date hereof, except for the Purchaser Convertible Notes, there are no bonds, debentures, notes or other indebtedness of Purchaser having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Purchaser Common Shares may vote.
Purchaser Capitalization. The authorized capital stock of Purchaser as of March 31, 2006 consists of 40,000,000 shares of common stock, par value $0.001 per share, of which there were 19,267,790 shares issued and outstanding; and 2,000,000 shares of Preferred Stock, par value $0.001 per share, of which 1,787,500 shares are designated Series A Preferred Stock, 1,205,00 of which were issued and outstanding 0 shares are designated Series B Preferred Stock, 0 of which were issued and outstanding . All outstanding shares of Purchaser Common Stock and Preferred Stock are duly authorized, validly issued, fully paid and nonassessable. As of March 31, 2006, there were outstanding (i) options to purchase an aggregate of 481,350 shares of Purchaser Common Stock, (ii) warrants to purchase 2,305,000 shares of Purchaser Common Stock, and (iii) Notes convertible into 350,000 shares of Purchaser Common Stock All shares of Purchaser 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.
Purchaser Capitalization. The authorized capital stock of Purchaser consists of (i) 120 million shares of Purchaser Common Stock and (ii) 1 million shares of Preferred Stock, $1.00 par value, of Purchaser ("Purchaser Preferred Stock"). At September 30, 1996, 60,375,811 shares of Purchaser Common Stock, and no shares of Purchaser Preferred Stock, were issued and outstanding, all of which were duly and validly issued, fully paid and nonassessable. Except as set forth in the Purchaser SEC Filings or Section 5.6 of the Purchaser Disclosure Schedule, no subscription, warrant, option, convertible security, stock appreciation or other right (contingent or other) to purchase or acquire any shares of any class of capital stock of Purchaser or any of its Subsidiaries is authorized or outstanding and there is not outstanding any commitment of Purchaser or any of its Subsidiaries to issue any shares, warrants, options or other such rights or to distribute to holders of any class of its capital stock any evidences of indebtedness or assets. Except as set forth in the Purchaser SEC Filings, neither Purchaser nor any of its Subsidiaries has any contingent or other obligation to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth in the Purchaser SEC Filings, Purchaser is not a party to any voting agreement, voting trust or similar agreement or arrangement relating to its capital stock or any agreement or arrangement relating to or providing for registration rights with respect to its capital stock.
Purchaser Capitalization. The authorized capital stock of the Purchaser consists of 1,000 membership interests, of which 600 membership interests have been validly issued, are fully paid and nonassessable, all of which issued membership interests are owned by Parent, free and clear of any Liens.
Purchaser Capitalization. (a) As of the Closing (and giving effect to (i) the shares of Purchaser Stock Consideration that will be issued under this Agreement; (ii) the shares of Purchaser capital stock that will be issued under the Zomagen Purchase Agreement and (iii) the shares of Purchaser Series A Preferred Stock that will be issued at the Initial Closing (as defined in the Purchaser Series A Purchase Agreement)), the capital stock of the Purchaser is as follows:
Purchaser Capitalization. 17 3.7 Merger Sub Capitalization............................................17 3.8 Litigation...........................................................17 3.9 No Material Adverse Change...........................................17 3.10 Brokers' and Finders' Fees...........................................18 3.11 Disclosure...........................................................18 ARTICLE IV CONDUCT OF BUSINESS OF COMPANY................................18
Purchaser Capitalization. (a) As of 5:00 p.m., Eastern Standard Time, on March 2, 2022 (the “Capitalization Date”), the authorized capital stock of Purchaser consists of 300,000,000 Purchaser Common Shares and 7,500,000 Purchaser Preferred Shares. As of the Capitalization Date: (i) 136,099,530 Purchaser Common Shares are issued and outstanding; (ii) no Purchaser Preferred Shares are issued and outstanding; (iii) no Purchaser Common Shares are held in treasury; (iv) 12,221,870 Purchaser Common Shares are reserved for issuance upon the exercise of outstanding options to purchase Purchaser Common Shares (“Purchaser Stock Options”); (v) 15,124,539 Purchaser Common Shares are subject to outstanding awards of restricted stock units corresponding to Purchaser Common Shares (“Purchaser RSU Awards” and together with the Purchaser Stock Options, “Purchaser Equity Awards”); (vi) 14,654,162 Purchaser Common Shares were issuable upon the conversion of the Purchaser Convertible Senior Notes; and (vii) no other shares of capital stock or other voting securities or equity interests of Purchaser are issued, reserved for issuance or outstanding. As of the close of business on the Capitalization Date, the Conversion Rate (as defined in the Purchaser Convertible Senior Notes Indenture) of the Purchaser Convertible Senior Notes is 117.2367 Purchaser Common Shares per $1,000 aggregate principal amount. All of the issued and outstanding capital stock of Purchaser is, and when issued in accordance with the terms hereof, the Purchaser Common Share Closing Consideration, the Primary Issuance Purchaser Shares and the Earnout Purchaser Shares will be, duly authorized and validly issued and fully paid and non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote (or, other than the Purchaser Convertible Senior Notes, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Purchaser may vote. Except as set forth in the first sentence of this Section 5.4(a) and for changes since the Capitalization Date resulting from (w) the exercise of Purchaser Stock Options outstanding on such date, (x) the vesting and settlement in accordance with their terms of Purchaser RSU Awards outstanding on such date, (y) the issuance of Purchaser Equity Awards after such date, in each case as and to the extent permitted by Section 6.2 or ...
