Capitalization of Parent and Merger Sub. The authorized capital stock of Parent consists of two hundred million (200,000,000) shares of common stock, $.001 par value per share of which thirty million three hundred fifty-two thousand seven hundred sixty-five (30,352,765) shares were issued and outstanding as of December 10, 1999 and two million (2,000,000) shares of preferred stock, $.001 par value per share, of which zero (0) shares are issued and outstanding. The authorized capital stock of Merger Sub consists of one thousand (1,000) shares of common stock, par value $.01 per share, all of which, as of the date hereof, are issued and outstanding. All of the outstanding shares of Parent's and Merger Sub's respective capital stock are duly authorized, validly issued, fully paid and nonassessable. The shares of Parent Common Stock to be issued pursuant to this Agreement have been duly authorized and, when issued, will be validly issued, fully paid and nonassessable.
Capitalization of Parent and Merger Sub. The authorized capital stock of Merger Sub consists solely of 100 shares of common stock, $0.01 par value, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger, the Financing Commitments and the other transactions contemplated by this Agreement.
Capitalization of Parent and Merger Sub. (a) Section 6.4(a)(i) of the Parent Disclosure Letter sets forth Parent’s authorized capital stock or other equity interests and the amount of its outstanding capital stock or other equity interests, in each case, as of April 22, 2014. Section 6.4(a)(ii) of the Parent Disclosure Letter sets forth for each Significant Subsidiary of Parent its authorized capital stock or other equity interests and the amount of its outstanding capital stock or other equity interests, in each case, as of the date of this Agreement. Except as set forth in Section 6.4(a)(i) of the Parent Disclosure Letter, as of April 22, 2014, there are no shares of capital stock of, or equity interests in, Parent issued, reserved for issuance or outstanding. Except as set forth in Section 6.4(a)(ii) of the Parent Disclosure Letter, as of the date of this Agreement, there are no shares of capital stock of or equity interests in a Significant Subsidiary of Parent issued, reserved for issuance or outstanding. All of the outstanding capital stock or other equity interests of each of Parent and its Significant Subsidiaries have, to the extent applicable, been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding capital stock or other equity interests of each of Parent’s Significant Subsidiaries are owned by Parent or another Subsidiary of Parent free and clear of all Encumbrances (other than Permitted Encumbrances).
Capitalization of Parent and Merger Sub. (a) Other than as set forth in the Contribution Agreement, there are no options, warrants, convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued share capital of Parent or Merger Sub or obligating Parent or Merger Sub to issue or sell any shares of capital stock of, or other equity interests in, Parent or Merger Sub. Parent was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and, as of the date hereof, is wholly owned by Mr. Shuipan Lin; and Parent has not conducted any business prior to the date hereof and has no, and prior to the Effective Time, will have no, assets, liabilities or obligations of any nature other than those incident to its formation and capitalization pursuant to this Agreement and the Merger and the other transactions contemplated by the Transaction Documents.
Capitalization of Parent and Merger Sub. (a) The authorized capital stock of Parent consists of (i) Two Hundred Million (200,000,000) shares of Parent Common Stock and (ii) Five Million (5,000,000) shares of Parent Preferred Stock. As of August 10, 2006: (A) 45,287,037 shares of Parent Common Stock were issued and outstanding, (B) no shares of Parent Preferred Stock were issued and outstanding and (C) there were 100,000 shares of capital stock of Parent held by Parent as treasury shares. All outstanding shares of Parent Common Stock are, and all shares of capital stock of Parent which may be issued as contemplated or permitted by this Agreement will be, when issued, validly issued, fully paid, nonassessable and free of any preemptive rights.
Capitalization of Parent and Merger Sub. (a) As of the date of this Agreement, the authorized capital stock of Parent consists solely of (i) 100,000,000 shares of Parent Stock, of which (A) 5,886,661 shares are issued and outstanding, (B) no shares are issued and held in treasury (which does not include the shares reserved for issuance set forth in clause (C) below) and no shares are held by Subsidiaries of Parent, and (C) all convertible debt shares, warrants, options and convertible equity shares are set out on Schedule 4.21 of the Parent Disclosure Schedules and (ii) 5,000,000 shares of preferred stock, no par value per share, none of which are issued and outstanding. Each outstanding share of Parent Stock is, and all shares of Parent Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and each outstanding share of Parent Stock has not been, and all shares of Parent Stock to be issued in connection with the Merger will not be, issued in violation of any preemptive or similar rights or any applicable securities laws. As of the date hereof, except as set out in Section 4.21 of Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, calls, commitments, agreements, or obligations of any character calling for the purchase, redemption or issuance by Parent of any equity securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of Parent Stock and neither Parent nor any Subsidiary (as defined in Section 4.4) has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities of Parent or its predecessors. Parent has no agreement, arrangement or understanding to register any securities of Parent or any of its Subsidiaries under the Securities Act or under any state securities law and has not granted registration rights to any person or entity, except to the Company Shareholder in connection with this Agreement.
Capitalization of Parent and Merger Sub. (a) Parent's authorized capital stock consists solely of (i) 85,000,000 shares of Parent Common Stock, of which (A) 4,889,840 shares are issued and outstanding, (B) no shares were issued and held in treasury (which does not include the shares reserved for issuance set forth in clause (C) and (D) below), (C) as of March 31, 2000, 2,445,840 shares are reserved for issuance upon the exercise of outstanding options, and (D) as of March 31, 2000, 1,346,386 shares (not counting shares referred to in the preceding clause (C)) are reserved for issuance upon exercise of options which have not been granted, but have been reserved under Parent's stock option plan; and (ii) 44,640,000 shares of Parent Preferred Stock of which 2,140,000 shares are designated as Series A Preferred of which 2,040,000 shares are issued and outstanding, 3,000,000 shares are designated as Series B Preferred, of which 2,200,000 shares are issued and outstanding, 21,500,000 shares are designated as Series C Preferred, of which 19,882,358 shares are issued and outstanding and 18,000,000 shares are designated as Series D Preferred, of which 15,407,936 are issued and outstanding. Each outstanding share of Parent Common Stock is, and all shares of Parent Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and each outstanding share of Parent Common Stock has not been, and all shares of Parent Common Stock to be issued in connection with the Merger will not be, issued in violation of any preemptive or similar rights. All outstanding shares of Parent capital stock were issued in compliance with applicable federal and state securities laws. Except as set forth herein or in Section 4.3 of the Parent Disclosure Schedule, and except for shares to be issued in connection with the Merger, there are no outstanding subscriptions, options, warrants, calls, commitments, agreements, or obligations of any character calling for the purchase, redemption or issuance by Parent of any equity securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of Parent Common Stock, and Parent has no obligation of any kind to issue any additional securities or to pay for or repurchase any securities of Parent. Except as provided in Section 4.3 of the Parent Disclosure Schedule, Parent has no intention of authorizing additional shares of Parent Common Stock for employee stock option and ...
Capitalization of Parent and Merger Sub. (a) As of the date of this Agreement, the authorized capital stock of Parent consists solely of (i) 100,000,000 shares of Parent Stock and 5,000,000 shares of preferred stock (none issued). The number of shares of Parent Stock issued and outstanding as at August 1, 1999 are as set out in the Proxy Statement delivered to shareholders with respect to the Shareholders' Meeting of September 23, 1999, (the "Proxy Statement"). No shares are issued and held in treasury (which does not include the shares reserved for issuance) and no shares are held by Subsidiaries of Parent. All convertible debt shares, warrants, options and convertible equity shares, if any, are set out in the Proxy Statement as at the date set out therein. Certain shares of Parent Stock have been issued but not paid for, underlying certain convertible debt financings, which Parent does not consider to be fully paid and non-assessable until conversion or exercise of the outstanding security. Each outstanding share of Parent Stock is, and all shares of Parent Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and each outstanding share of Parent Stock has not been, and all shares of Parent Stock to be issued in connection with the Merger will not be, issued in violation of any preemptive or similar rights or any applicable securities laws.
Capitalization of Parent and Merger Sub. (a) The authorized capital stock of Parent is 1,000,000,000 shares of Parent Common Stock, 681,455,306 of which are outstanding as of the second (2nd) Business Day immediately preceding the date of this Agreement, and 10,000,000 shares of preferred stock, none of which are outstanding. All of the outstanding shares of capital stock of Parent were duly authorized and validly issued and are fully paid and non-assessable.
Capitalization of Parent and Merger Sub. (a) SCHEDULE 5.5(a) sets forth, as of June 3, 2004, with respect to Parent, (a) the number of authorized shares of each class of its capital stock, and (b) the number of issued and outstanding shares of each class of its capital stock. Except as set forth in SCHEDULE 5.5(a), as of April 30, 2004, there are no outstanding or authorized rights, options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other agreements or commitments of any kind that could require Parent to issue or sell any shares of its capital stock (or securities convertible into or exchangeable for shares of its capital stock). Except as set forth in SCHEDULE 5.5(a), Parent is not obligated to redeem or otherwise acquire any of its outstanding shares of capital stock.
