Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Heinz capital stock consists of (A) 4,000,000,000 shares of Heinz Common Stock and (B) 80,000 shares of preferred stock, par value $0.01 per share (the “Heinz Preferred Stock,” and, together with the Heinz Common Stock, the “Heinz Capital Stock”). As of the close of business on March 19, 2015 (such date and time, the “Measurement Date”), (1) 850,954,324 shares of Heinz Common Stock were issued and outstanding, (2) no shares of Heinz Common Stock were held in Heinz’s treasury, (3) 80,000 shares of Heinz Preferred Stock were issued and outstanding, (4) a single warrant with an exercise price of $0.01 per underlying share (the “Heinz Warrant”) was issued and outstanding, entitling the holder thereof, upon exercise, to receive an aggregate of 46,195,652 shares of Heinz Common Stock, (5) 15,575,669 shares of Heinz Common Stock were reserved and available for issuance pursuant to the 2013 Omnibus Incentive Plan (the “Heinz Stock Plan”), (6) 22,948,007 options to purchase Heinz Common Stock pursuant to the Heinz Stock Plan (“Heinz Stock Options”) were outstanding, entitling the holders thereof, upon exercise, to receive an aggregate of 22,948,007 shares of Heinz Common Stock and (7) 122,000 restricted stock units (“Heinz RSUs”) were outstanding, entitling the holders thereof to receive an aggregate of 122,000 shares of Heinz Common Stock. As of the Measurement Date, (I) no shares of capital stock or other voting securities of, (II) other equity or voting interests in or (III) securities convertible into or exchangeable for, or options, warrants or other rights to acquire or receive any, capital stock, voting securities or other equity interests in (clauses (I), (II) and (III), collectively, “Equity Interests”) Heinz were issued, reserved for issuance or outstanding except as set forth in this Section 3.02(a)(i). All of the issued and outstanding shares of Heinz Capital Stock are and, at the time of issuance, all such shares that may be issued in connection with the Equity Investment, as Merger Consideration or upon the exercise of, or pursuant to, Heinz Stock Options, Heinz RSUs, the Heinz Stock Plan or Heinz Warrants will be, duly authorized and validly issued and fully paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State...
Authorized and Issued Shares. The Company's entire authorized capital stock consists of 10,000 shares of Common Stock, $0.10 par value per share (the "Company Common Stock"), of which 1500 shares are issued and outstanding. 3,500 shares of Company Common Stock are held in the Company's treasury; no shares are reserved for issuance. All outstanding shares of Company Common Stock have been duly authorized and are validly issued and are fully paid and non-assessable and are owned by the Stockholder. The Company is not a party to or bound by any options, calls, contracts, preemptive rights or commitments of any character relating to any issued or unissued capital stock, or any other equity security issued or to be issued by the Company.
Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized NeoPharm capital stock consists of (A) 50,000,000 shares of NeoPharm Common Stock, of which, as of the close of business on October 19, 2010 (such date and time, the “Measurement Date”), 28,408,482 shares were issued and outstanding and, (B) 15,000,000 shares of Preferred Stock, of which, as of the Measurement Date, no shares were issued and outstanding and all of which have been designated as Convertible Preferred Stock. As of the Measurement Date, zero shares of NeoPharm Common Stock were held in NeoPharm’s treasury. As of the Measurement Date, no shares of NeoPharm’s capital stock or other voting securities of or equity interests in NeoPharm were issued, reserved for issuance or outstanding except as set forth in this Section 3.2(a)(i). As of the Measurement Date, NeoPharm Common Stock was “held of record” (as defined in Rule 12g5-1 of the Securities Exchange Act of 1934) by a total of 129 Persons. All of the issued and outstanding shares of NeoPharm Common Stock are, and, at the time of issuance, all shares of NeoPharm Common Stock and Convertible Preferred Stock that may be issued as Merger Consideration or upon the exercise of NeoPharm Stock Options will be, duly authorized, validly issued, fully paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Law, the NeoPharm Charter, the NeoPharm Bylaws or any contract to which NeoPharm is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, NeoPharm has not issued any capital stock or voting securities or other equity interests.
Authorized and Issued Shares. The Seller shall at all times reserve and have available all Securities necessary to comply with the terms of this Agreement.
Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Insys capital stock consists of 175 million shares of Insys Common Stock, $.001 par value, 160,500,000 shares of which have been designated as Common Stock and 14,500,000 shares of which have been designated as Non-Voting Common Stock. As of the Measurement Date, 145,470,763 shares of Common Stock and 145,284 shares of Non-Voting Common Stock were issued and outstanding. As of the Measurement Date, zero shares of Insys Common Stock were held in Insys’s treasury. As of the Measurement Date, no shares of Insys capital stock or other voting securities of or equity interests in Insys were issued, reserved for issuance or outstanding except as set forth in this Section 4.2(a)(i). As of the Measurement Date, the Insys Common Stock was held by twenty one Persons. All of the issued and outstanding shares of Insys Common Stock are, and, at the time of issuance, all such shares that may be issued upon the exercise of Insys Stock Options will be, duly authorized, validly issued, fully paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Law, the Insys
Authorized and Issued Shares. The authorized and issued shares of the Company preferred stock, Common Stock and warrants, options, and instruments convertible into Common Stock as of December 31, 2004 are as set forth on Exhibit A.
Authorized and Issued Shares. The Company's entire authorized ---------------------------- capital stock consists of _______________ thousand (______________) shares of Common Stock, $____________ par value per share (the "Company Common Stock"), of which ______ shares are issued and outstanding. No shares of Company Common Stock are held in the Company's treasury and no shares are reserved for issuance. All outstanding shares of Company Common Stock have been duly authorized and are validly issued and are fully paid and non-assessable and are owned by the Stockholder. The Company is not a party to or bound by any options, calls, contracts, preemptive rights or commitments of any character relating to any issued or unissued capital stock, or any other equity security issued or to be issued by the Company.
Authorized and Issued Shares. The authorized and issued shares of Preferred Stock, Common Stock and warrants, options, instruments convertible into Common Stock and rights to acquire Preferred or Common Stock, as of December 23, 1998, are as set forth in Exhibit "B". 5.8
Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized capital stock of MSLO consists solely of (A) 350,000,000 shares of MSLO Class A Common Stock; (B) 150,000,000 shares of MSLO Class B Common Stock and (C) 150,000,000 shares of preferred stock, par value $.01 per share (the “MSLO Preferred Stock”). As of June 15, 2015 (the “Measurement Date”), (i) 32,472,857 shares of MSLO Class A Common Stock; 24,984,625 shares of MSLO Class B Common Stock and no shares of MSLO Preferred Stock were issued and outstanding, (ii) 59,400 shares of MSLO Common Stock were held in treasury, (iii) 6,447,172 shares of MSLO Common Stock were reserved for issuance pursuant to MSLO Equity Awards, (iv) 3,079,325 shares of MSLO Common Stock were subject to outstanding MSLO Stock Options with a weighted average exercise price of $3.45 (of which MSLO Stock Options to purchase an aggregate of 2,525,090 shares of MSLO Common Stock were exercisable with a weighted average exercise price of $2.71), (v) 185,000 shares of MSLO Common Stock were subject to outstanding MSLO Performance Stock Options with a weighted average exercise price of $8.39 (of which MSLO Performance Stock Options to purchase an aggregate of 10,000 shares of MSLO Common Stock were exercisable with a weighted average exercise price of $5.00), (vi) 489,127 shares of MSLO Common Stock were subject to outstanding MSLO RSU Awards and (vii) 808,333 shares of MSLO Common Stock were subject to outstanding MSLO Performance RSU Awards. Section 3.2 of the MSLO Disclosure Schedule contains a complete and correct list, as of the Measurement Date, of each outstanding MSLO Stock Option, each outstanding MSLO Performance Stock Option, each outstanding MSLO RSU Award, each outstanding MSLO Performance RSU Award including, as applicable, the holder, date of grant, exercise price (to the extent applicable), vesting schedule, performance targets and number of shares of MSLO Common Stock subject thereto.
Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized capital stock of Sequential consists solely of 150,000,000 shares of Sequential Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share, of Sequential (the “Sequential Preferred Stock”). As of the Measurement Date, (i) 39,448,320 shares of Sequential Common Stock and no shares of Sequential Preferred Stock were issued and outstanding, (ii) 267,200 shares of Sequential Common Stock were held in treasury, (iii) 354,766 shares of Sequential Common Stock were subject to outstanding Sequential Stock Options with a weighted average exercise price of $5.213 (of which Sequential Stock Options to purchase an aggregate of 311,766 shares of Sequential Common Stock were exercisable with a weighted average exercise price of $4.391), (iv) 1,314,499 shares of Sequential Common Stock were subject to outstanding Sequential RSU Awards, (v) 524,335 shares of Sequential Common Stock were subject to Sequential Restricted Stock Awards and (vi) 630,160 shares of Sequential Common Stock were subject to outstanding Sequential Warrants.
