Capitalization; Status of Capital Stock. As of November 30, 1997, the authorized capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) and no shares of Preferred Stock were issued or outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.
Capitalization; Status of Capital Stock. The Company represents and warrants that immediately prior to the Second Closing Date the Company will have a total authorized capitalization consisting of (i) 100,000,000 shares of Common Stock, without par value, of which 15,000,000 shares are issued and outstanding and 5,000,000 shares are reserved for issuance under the Company's 1996 Stock Incentive Plan (the "PLAN"), and (ii) 20,000,000 of Preferred Stock, of which 1,510,533 shares of Series A Convertible Preferred Stock are issued and outstanding and of which 3,067,484 shares of Series B Convertible Preferred Stock are issued and outstanding. At the First Closing, the Company had approved options to purchase 2,660,848 shares of Common Stock under the Plan and warrants to purchase 53,000 shares of Common Stock to various individuals who had provided bridge financing to the Company prior to the First Closing. All of the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and nonassessable and all shares issuable upon exercise of outstanding options have been duly authorized and, when issued in accordance with the terms of such options, will be validly issued, fully paid and nonassessable. The Company has reserved sufficient shares of Common Stock for issuance upon conversion of the Series A Convertible Preferred Stock and, prior to the Second Closing, the Company will have reserved an aggregate of up to 3,249,222 shares of Series B Preferred for issuance and an aggregate of up to 6,316,706 shares of Common Stock for issuance upon conversion of such shares of Series B Preferred. The Conversion Shares when issued and delivered upon conversion of the Series B Preferred, will be duly authorized, validly issued and fully paid and nonassessable and the shares of Common Stock issuable upon exercise of the Series A Convertible Preferred Stock, when issued and delivered upon conversion of such Series A Convertible Preferred Stock, will be duly authorized, fully paid and nonassessable. Except as set forth in this Agreement and the Exhibits and Schedules attached hereto, there are no options, warrants or rights to purchase shares of capital stock or other securities authorized, issued or outstanding, nor is the Company obligated in any manner to issue shares of its capital stock or other securities. No holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement ...
Capitalization; Status of Capital Stock. Upon the filing of the Restated Certificate with the Secretary of State of Delaware, the Company will have a total authorized capitalization consisting of (i) Sixty Five Million (65,000,000) shares of Common Stock, Eleven Million Two Hundred Ten Thousand Eight Hundred Twenty (11,210,820) of which shares are issued and outstanding on the date hereof; and (ii) Forty-Five Million Eight Hundred Twenty-Two Thousand Six Hundred Fifty Six (45,822,656) shares of Preferred Stock, of which (a) Eighteen Million Four Hundred Ninety-Eight Thousand Four Hundred Nineteen (18,498,419) shares have been designated as Series A Preferred Stock, and of which Eighteen Million Four Hundred Sixty-Four Thousand Six Hundred Seventy Four (18,464,674) shares are issued and outstanding on the date hereof, and (b) Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) shares have been designated as Series B Preferred Stock, none of which are issued and outstanding on the date hereof, without giving effect to the transactions contemplated hereby. A complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company immediately prior to the Closing is set forth in Section 3.15 of the Disclosure Schedule. All of the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. The Series B Preferred Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price therefor, and the Conversion Shares, when issued and delivered upon conversion of the Series B Preferred Shares in accordance with the terms of the Restated Certificate, as amended from time to time, will be duly authorized, validly issued, fully-paid and non-assessable. Except as otherwise set forth in the Investor Rights Agreement and on Section 3.15 of the Disclosure Schedule, no preemptive, conversion or other rights, options, warrants, subscriptions or purchase rights of any nature to acquire from the Company shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. In addition to the complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company, Section 3.15 of the Disclosure Schedule sets forth ...
Capitalization; Status of Capital Stock. As of the date hereof, the Company had a total authorized capitalization consisting of 30,000,000 shares of Common Stock, $0.01 par value. As of April 30, 2009, 6,313,589 shares of Common Stock were issued and outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. None of the Company’s outstanding securities or authorized capital stock or the Shares is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other Person. There are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company to which the Company is a party. The Company does not have outstanding, and has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of operations of the Company or any portion thereof; or any similar rights.
Capitalization; Status of Capital Stock. ChemGenics has a total authorized capitalization consisting of (i) 16,000,000 shares of Common Stock, $.001 par value and (ii) 11,275,000 shares of preferred stock, $.01 par value ("Preferred Stock"), of which 6,400,000 shares are designated as Series A Convertible Preferred Stock, $.01 par value ("Series A Preferred Stock"), 1,100,000 shares are designated as Series B Convertible Preferred Stock, $.01 par value ("Series B Preferred Stock"), 775,000 shares are designated as Series C Convertible Preferred Stock, $.01 par value ("Series C Preferred Stock"), and 3,000,000 shares are designated as Series D Preferred Stock, $.01 par value ("Series D Preferred Stock;" the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are collectively the "Preferred Stock"). 1,523,700 shares of Common Stock are issued and outstanding, 6,150,732 shares of Series A Preferred Stock are issued and outstanding, 1,063,366 shares of Series B Preferred Stock are issued and outstanding, 767,739 shares of Series C Preferred Stock are issued and outstanding and 3,000,000 shares of Series D Preferred Stock are issued and outstanding. Each outstanding share of Preferred Stock is on the date hereof convertible into one share of Common Stock. All the outstanding shares of capital stock of ChemGenics have been duly authorized, and are validly issued, fully paid and non-assessable. The Shares when issued and delivered in accordance with the terms thereof, are duly authorized, validly issued, fully-paid and non-assessable. The shares of Common Stock underlying the Warrant, when issued and delivered in accordance with the terms of the Warrant, are duly authorized, validly issued, and, assuming payment therefor in accordance with the terms hereof, fully-paid and non-assessable. Except for 2,006,400 shares of Common Stock that have been reserved for issuance upon exercise of stock options, 177,083 shares of Series A Preferred Stock that have been reserved for issuance upon exercise of warrants issued or to be issued to Comdisco, Inc. (the "Comdisco Leasing Warrants"), the shares of Common Stock reserved for issuance upon the conversion of the currently outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and upon the conversion of the shares of Series A Preferred Stock which may be issued upon exercise of the Comdisco Leasing Warrants, no options, warrants, subscriptions...
Capitalization; Status of Capital Stock. As of the date hereof, the Company had a total authorized capitalization consisting of five hundred million (500,000,000) shares of Common Stock, $0.001 par value, and ten million (10,000,000) shares of preferred stock, $0.001 par value. As of November 21, 2010, 9,980,000 shares of Common Stock were issued and outstanding, and no shares of preferred stock were outstanding. As of that date, the Company also had an option outstanding that converts into one million shares of Common Stock, exercisable equal to the public offering price of the Common Stock in a future Form S-1 registration statement. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. None of the Company’s outstanding securities or authorized capital stock is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. There are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company to which the Company is a party. The Company does not have outstanding, and has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of operations of the Company or any portion thereof; or any similar rights.
Capitalization; Status of Capital Stock. The Company has a total authorized capitalization consisting of Fifty Million (50,000,000) shares of Common Stock, of which 3,684,000 shares were issued and outstanding on November 2, 1999 and 3,695,666 shares were issued and outstanding on December 30, 1999, and Ten Million (10,000,000) shares of preferred stock, $.01 par value per share, of which (a) 10,000 shares are designated as Series A Convertible Voting Preferred Stock, of which 4,905 shares are issued and outstanding, (b) 1,300,000 shares are designated as Series B Convertible Preferred Stock, of which 1,100,000 shares are issued and outstanding and (c) 6,000,000 shares are designated as Series C Convertible Preferred Stock, of which 1,067,782 shares were issued and outstanding as of December [30], 1999. Set forth on SCHEDULE 2.15 is a list of all such shares owned by Ashton, the Ashton Executives, the Xxxxx Founders as of December 30, 1999, as well as the number of stock options reserved and outstanding under the stock plans referred to below. All the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and non-assessable. As of immediately prior to the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the authorized capital stock of the Company will be as set forth in the Company's charter, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable and in accordance with all applicable laws. The Shares, when issued and delivered in accordance with the terms hereof, and the shares of Common Stock when issued and delivered upon the conversion of the Shares (as adjusted from time to time in accordance the Certificate of Incorporation, as amended, the "Conversion Shares"), will be duly authorized, validly issued, fully paid and non-assessable and will be free and clear of all Liens or restrictions imposed by or through the Company except as set forth in this Agreement and the Investor Rights Agreement. The Conversion Shares have been duly reserved for issuance. Except for the Shares and as set forth on SCHEDULE 2.15, there are no subscriptions, options, warrants or other rights (contingent or otherwise) to purchase or otherwise acquire shares of capital stock or other securities of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of...
Capitalization; Status of Capital Stock. The authorized capital stock of VCI consists solely of 20,000,000 shares of voting common stock, $.01 par value, of which an aggregate of 9,773,927 shares are presently issued and outstanding. After giving effect to the transactions described herein, an aggregate of 11,589,039 shares of VCI common stock will be issued and outstanding. All of the outstanding shares of capital stock of VCI have been duly authorized, are validly issued, and are fully paid and nonassessable. The VCI Shares, when issued and delivered in accordance with the terms of this Agreement, and the shares to be issued to Mortco upon exercise of the First Restated Warrant and the Second Restated Warrant, when issued in accordance with the terms of the First Restated Warrant and the Second Restated Warrant, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all claims, pledges, liens, encumbrances and restrictions of every kind. Except as otherwise set forth in Schedule 2.3, no options, warrants, subscriptions or purchase rights of any nature to acquire from VCI or any Subsidiary shares of capital stock or other securities are authorized, issued or outstanding, nor is VCI or any Subsidiary obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. Except as set forth in Schedule 2.3, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock of VCI or any Subsidiary. There are no agreements, understandings, trusts or other understandings concerning transfers of the capital stock of VCI or any Subsidiary, except as contemplated by this Agreement. The offer and sale of all capital stock and other securities of VCI and each Subsidiary issued before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission with respect thereto. VCI shall own, upon closing on the acquisition of each Subsidiary in compliance with the Merger Agreements attached hereto as Exhibits C-1 through C-5, all of the issued and outstanding capital stock of each Subsidiary.
Capitalization; Status of Capital Stock. (a) As of the date hereof, the Company has a total authorized capitalization consisting of 20,000,000 shares of Common Stock, $.00l par value per share, of which 8,679,976 shares are issued and outstanding, and 5,000,000 shares of Preferred Stock, $.00l par value per share, of which 64,410 shares of 10% Cumulative Convertible Series A Preferred Stock, 260,000 shares of 6% Cumulative Convertible Series B Preferred Stock, and 552,845 shares of 6% Cumulative Convertible Series C Preferred Stock are issued and outstanding. Except as set forth in SCHEDULE 3.18(a) hereto, there are no options, warrants or rights to acquire shares of the capital stock or other securities of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities. Except as set forth in SCHEDULE 3.18(a) hereto, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant state and federal securities laws. Except as set forth in SCHEDULE 3.18(a), no holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party or that is otherwise binding upon the Company. Except as provided in SCHEDULE 3.18(a) hereto, the Company is not a party to, and to its knowledge, no stockholder of the Company is a party to, any voting agreements, voting trusts, proxies or any other agreements, instruments or understandings with respect to the voting of any shares of the capital stock of the Company, or any agreement with respect to the transferability, purchase or redemption of any shares of capital stock of the Company.
(b) The Company has not created any right to acquire an equity interest, or any interest measured by income, profits or any results of operations or by the value of any stock, or any similar or related right of interest.
(c) The pro-forma capitalization of the Company after giving effect to the transactions contemplated by this Agreement is attached hereto as EXHIBIT 3.18(c) and is true and correct.
Capitalization; Status of Capital Stock. As of the date hereof, the Company has a total authorized capitalization as set forth on Schedule 2.17A. A complete and accurate list of the Existing Preferred Stock which has been previously issued and the names (and last known address) in which such Existing Preferred Stock is registered is set forth on Schedule 2.17B. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. Except as set forth on Schedule 2.17A, no options, warrants, conversion rights, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities, other than its obligations in connection with the Contemplated Transactions. A complete and accurate list of all options which are outstanding as of the date hereof, the number of shares of Common Stock for which such options are exercisable, the exercise price of the option, the dates on which such options become exercisable and the identity and last known address of the option is set forth on Schedule 2.17C. None of the Company's outstanding securities or authorized capital stock or the Existing Preferred Stock is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder or any other Person. Except as set forth on Schedule 2.17D, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company to which the Company is a party or of which the Company is otherwise aware. The offer and sale of all capital stock and other securities of the Company issued before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto. The Company does not have outstanding, and has no obligation to grant or issue, any "phantom stock" or other right mea...
