Capitalization of Purchaser. The entire authorized capital stock of Purchaser consists of 75,000,00 shares of common stock having a par value of $0.001 per share, of which 6,549,900 shares are issued and outstanding. All issued and outstanding shares of Purchaser Common Stock have been duly authorized, are validly issued, fully paid and nonassessable. There are no outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which Purchaser is a party or which are binding upon Purchaser providing for the issuance, disposition or acquisition of any of its capital stock, nor any outstanding or authorized stock appreciation, phantom stock or similar rights with respect to Purchaser.
Capitalization of Purchaser. Purchaser is a Subsidiary of Parent.
Capitalization of Purchaser. The authorized capital stock of --------------------------- Purchaser consists of 1,000 shares common stock, par value $0.01 (the "Purchaser --------- Common Stock"). As of the date hereof, 1,000 shares of Purchaser Common Stock ------------ are outstanding, all of which (i) were validly issued, and are fully paid and nonassessable and (ii) are owned, directly or indirectly, by Parent.
Capitalization of Purchaser. Purchaser is a Subsidiary of BGCP.
Capitalization of Purchaser. The authorized capital stock of Purchaser consists of 200,000,000 shares of Purchaser Stock and 5,000,000 shares of preferred stock, par value $.01 per share, of Purchaser. As of November 30, 2001, 63,802,563 shares of Purchaser Stock were issued and outstanding. All of such issued and outstanding shares of Purchaser Stock are validly issued, fully paid and non-assessable and free of preemptive rights. As of the date hereof, 2,767,529 shares of Purchaser Stock were reserved for issuance upon exercise of outstanding options, warrants, calls, claims, rights (including without limitation any stock appreciation or similar rights), convertible securities or other agreements or commitments to purchase or otherwise acquire shares of Purchaser's capital stock. Except as set forth above and as otherwise contemplated by this Agreement, there are not now, and as of the Closing Date there will not be, any shares of capital stock of Purchaser issued or outstanding or any subscriptions, options, warrants, calls, claims, rights (including without limitation any stock appreciation or similar rights), convertible securities or other agreements or commitments of any character obligating Purchaser to issue, transfer or sell any of its securities. Except as disclosed in Schedule 4.2(g) hereto, none of Purchaser and its subsidiaries is party to any Contract or other obligation relating to or providing for registration rights with respect to its capital stock.
Capitalization of Purchaser. (a) The Purchaser's entire authorized capital stock consists of 50,000,000 shares, 40,000,000 of which are classified as Common Stock, $.01 par value ("Purchaser Common Stock"), and 10,000,000 of which are classified as Preferred Stock, par value $.01 per share, with 200,000 shares designated as Series A Junior Participating Preferred Stock; and, prior to the Effective Time will consist of 100,000,000 shares, 90,000,000 of which will be classified as Purchaser Common Stock. As of the date hereof, no shares of Preferred Stock are issued or outstanding, 24,516,623 shares of Purchaser Common Stock are outstanding and 4,433,943 shares of Purchaser Common Stock were reserved for issuance upon exercise of options outstanding under the Purchaser's stock option plans (the "Outstanding Purchaser Options"), 98,479 shares of Purchaser Common Stock were reserved for issuance upon exercise of outstanding warrants (the "Outstanding Purchaser Warrants"), 1,351,319 shares of Purchaser Common Stock were reserved for issuance upon exercise of future option grants under the Purchaser's stock option plans and 50,000 shares of Purchaser Common Stock were reserved for issuance in connection with the Purchaser's employee stock purchase plan. Except as set forth above or in the Purchaser Disclosure Schedule, there are outstanding (i) no shares of capital stock or other voting securities of the Purchaser, (ii) no securities of the Purchaser or any of the Purchaser Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Purchaser, (iii) no options, warrants or other rights to acquire from the Purchaser or any of the Purchaser Subsidiaries (including any rights issued or issuable under a shareholder rights plan or similar arrangement), and no obligations of the Purchaser or any of the Purchaser Subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Purchaser, (iv) no equity equivalents, interests in the ownership or earnings of the Purchaser or any of the Purchaser Subsidiaries or other similar rights (with the securities listed in clauses (i) through (iv) referred to collectively as the "Sylvan Securities"), and (v) no outstanding obligations of the Purchaser or any of the Purchaser Subsidiaries to repurchase, redeem or otherwise acquire any Sylvan Securities or to make any investment (by loan, capital contribution or otherwise) in any other...
Capitalization of Purchaser. (a) The authorized capital stock of Purchaser consists of (i) 46,000,000 shares of Class A Common Stock, $0.01 par value ("Class A Common"), of which 7,905,813 shares were issued and outstanding on December 31, 1996, and 4,000,000 shares of Class B Common Stock, $0.01 par value ("Class B Common"), of which 655,199 shares were issued and outstanding on December 31, 1996 (such issued and outstanding shares of Class A Common and Class B Common being herein referred to as the "Purchaser Securities"), and (ii) 10,000,000 shares of preferred stock, par value $.01 per share, of which no shares are issued and outstanding on the date of this Agreement and no such shares will be issued and outstanding as of the Closing Date except the Preferred Stock to be issued pursuant to the terms hereof. All of the Purchaser Securities have been duly authorized and are validly issued, fully paid and nonassessable, and no shares of the capital stock of Purchaser are subject to, or issued in violation of, any preemptive rights. The Preferred Stock has been duly authorized and, when issued and delivered as contemplated herein, will be validly issued, fully paid and nonassessable, free of any preemptive rights, and will have the designations, rights and preferences set forth in the Designation of Series A Preferred Stock. Purchaser has reserved for issuance, and will continue to so reserve, out of its authorized but unissued shares of Class A Common, a number of shares of Class A Common sufficient to honor in full conversion of the Preferred Stock. The Class A Common issued upon conversion of the Preferred Stock has been duly authorized and, when issued and delivered, will be validly issued, fully paid and nonassessable, free of any preemptive rights.
Capitalization of Purchaser. The entire authorized capital stock of Purchaser consists of 100,000,000 shares of common stock having a par value of $.00001 per share, of which 44,008,000 shares are issued and outstanding, and 100,000,000 shares of preferred stock having a par value of $.00001 per share, of which no shares are issued and outstanding. All issued and outstanding shares of Purchaser Common Stock have been duly authorized, are validly issued, fully paid and nonassessable. There are no outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which Purchaser is a party or which are binding upon Purchaser providing for the issuance, disposition or acquisition of any of its capital stock, nor any outstanding or authorized stock appreciation, phantom stock or similar rights with respect to Purchaser. (d)
Capitalization of Purchaser. The capitalization of SFBC and Purchaser are as reflected on Schedule 6.01(b). All of the issued and outstanding common stock of SFBC and Purchaser has been duly authorized, are validly issued, fully paid, and non-assessable. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require SFBC or Purchaser to issue, sell, or otherwise cause to become outstanding any shares of their capital stock, except as disclosed on Schedule 6.01(b). There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to SFBC or Purchaser.
Capitalization of Purchaser. As of the date hereof, the authorized capital stock of Purchaser consists of 65,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of the date hereof and immediately prior to the Effective Time, there are 5,033,450 shares of common stock, par value $0.001, issued and outstanding and no shares of preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of this Agreement, Purchaser has no outstanding options, warrants, rights or commitments to issue shares of common stock or any capital stock or other securities of Purchaser, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Purchaser’s common stock or any capital stock or other securities of Purchaser. There is no voting trust, agreement or arrangement among any of the beneficial holders of Purchaser’s common stock affecting the nomination or election of directors or the exercise of the voting rights of Purchaser’s common stock. There are no registration rights or similar rights applicable to any shares of Purchaser’s common stock or any capital stock or other securities of Purchaser. All outstanding shares of the capital stock of Purchaser are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Purchaser’s common stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.
