Capitalization; Structure. (a) The authorized capital stock of the Company consists of (i) 5,000,000 shares of Common Stock of which (v) 3,500,000 shares are issued and outstanding as of the date hereof, (w) 150,000 shares are held in the Company's treasury, (x) 360,000 shares have been reserved for issuance upon exercise of Options, (y) 331,964 shares are subject to Options outstanding as of the date hereof and (z) 172,707.29 shares are issuable upon conversion of shares of Non-voting Common Stock; and (ii) 173,459 shares of Non-voting Common Stock, of which (a) 172,707.29 shares are issued and outstanding as of the date hereof and (b) 750.86 shares are held in the Company's treasury. All of the outstanding shares of Common Stock and Non-voting Common Stock are validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive rights. Schedule 3.2 contains a true and complete list of all entities in which more than 50% of the voting stock or other voting equity interests are owned, directly or indirectly, by the Company. Except as otherwise set forth on Schedule 3.2 hereto, all of the outstanding shares of capital stock or other equity interests of each of the Company's Subsidiaries have been validly issued and are fully paid and nonassessable and have not been issued in violation of any preemptive rights and are owned by the Company and/or one or more of its Subsidiaries free and clear of all mortgages, pledges, liens, claims, charges, security interests, options, hypothecations, easements, restrictions (on transfer, voting or otherwise) or conditional sale or other like restriction agreements, or other encumbrances ("ENCUMBRANCES"). Except as set forth in this Section 3.2 and as set forth on Schedule 3.2 hereto, there are no outstanding options, warrants, calls, commitments, securities, agreements or other rights of any kind to acquire, or any securities which upon conversion, exchange or exercise would require or give any Person the right to require the issuance, sale or transfer of, or obligations to issue, sell or transfer, shares of capital stock of any class of, or other debt obligations of or equity interests in, the Company or of any of its Subsidiaries which have been issued, granted or entered into by the Company or any of its Subsidiaries. Except for the Subsidiaries or as set forth on Schedule 3.2 hereto, none of the Company or any Subsidiary owns any capital stock or eq- uity interest in any other entity.
Capitalization; Structure. The capitalization table of the Company immediately prior to the Closing and capitalization table of the Company immediately after the Closing are as set out in Schedule IV hereto.
Capitalization; Structure. (a) The authorized capital stock of the Company consists of 100,000 authorized shares of Company Common Stock, of which 1,000 shares are issued and outstanding. All of the outstanding shares of Company Common Stock have been duly and validly authorized and issued, and are all fully paid and nonassessable. No shares of the Company's capital stock have been issued in violation of any preemptive rights, any rights of first refusal or any similar restrictions. There are no: (i) outstanding options (including phantom options), warrants or other rights (including preemptive rights) of any kind relating to the sale, issuance or voting of any shares of capital stock of the Company; (ii) securities convertible into, exchangeable for or evidencing the right to purchase any such shares; or (iii) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance, transfer or voting of such shares, any such convertible or exchangeable securities or any such options, warrants or rights.
Capitalization; Structure. (a) As of September 15, 2011, the authorized capital stock of Jazz consisted of (i) 150,000,000 shares of Jazz Common Stock, of which (A) 42,100,241 were issued and outstanding, (B) 8,777,552 were reserved and remained available for future issuance under the Jazz Equity Plans, (C) 5,573,419 were subject to outstanding options to acquire shares of Jazz Common Stock (such options, collectively with any similar options granted after the date hereof, the “Jazz Options”), (D) 3,108,591 were subject to outstanding warrants to acquire shares of Jazz Common Stock (such warrants, the “Jazz Warrants”), (E) 4,971 were subject to issuance under vested Jazz Stock Awards, and (F) 94,975 were credited to director stock accounts under the Deferred Plan (such shares, collectively with any additional shares credited to director stock accounts under the Deferred Plan after the date hereof, the “Jazz Phantom Shares”); and (ii) 20,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares were outstanding. All of the issued and outstanding shares of capital stock of Jazz are duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights.
Capitalization; Structure. (a) The authorized capital stock of Pillsbury consists of 1,000 shares of Pillsbury Common Stock. As of the date hereof, one share of Pillsbury Common Stock is outstanding, which share is validly issued, fully paid and nonassessable, and free of preemptive rights and owned by the Pillsbury Stockholder free and clear of all Liens. Section 3.2(a) of the Diageo Disclosure Schedule sets forth the name of each Subsidiary of Pillsbury, its jurisdiction of incorporation or organization, the number of outstanding shares of its capital stock or other equity interests of each class and the name of and number of shares owned by each holder of any such shares of capital stock or other equity interests. Except as set forth in Section 3.2 of the Diageo Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each of Pillsbury's Subsidiaries have been validly issued, and are fully paid and nonassessable and free of preemptive rights.
Capitalization; Structure. The authorized capital stock of the Company consists of 200 shares of common stock, par value $10.00 per share, of which 188 shares are outstanding and of which 12 shares are held by a wholly owned Subsidiary of the Company that have no voting rights and are not considered to be outstanding in the combined financial statements of the Company. All of the Shares are validly issued, fully paid and nonassessable and as of the Closing Date shall be owned by Seller free and clear of any Liens. Except as set forth on Schedule 3.2(a) and Schedule 3.2(b) hereto and except for directors' qualifying shares and other nominal share interests issued to third parties to comply with requirements of law, all of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries have been validly issued and are fully paid and nonassessable and as of the Closing Date, shall be owned directly or indirectly by the Company free and clear of any Liens. There are no outstanding options, warrants or other rights of any kind to acquire, or obligations to issue, shares of capital stock of any class of, or other equity interests in, the Company or of any of the Subsidiaries which have been issued, granted or entered into by the Company or any of the Subsidiaries, respectively.
Capitalization; Structure. (a) The capitalization structure of WHE GEN following the Seed Round, Series A Round and Conversion Round will be substantially as set forth in Schedule 1.3 hereof.
Capitalization; Structure. (a) Nestle owns indirectly 100% of the outstanding capital stock of Contributing Sub and Contributing Sub owns 100% of the authorized equity interests of NICC. The membership interests are validly issued, fully paid and non-assessable, and free of preemptive rights and free and clear of all Liens. The Nestle Shares constitute 9,563,016 shares of December Common Stock.
Capitalization; Structure. (a) The authorized capital stock of the Company consists of 100,000,000 shares of Company Common Stock and 20,000,000 shares of Company Preferred Stock. As of the date of this Agreement, (i) 19,463,238 shares of Company Common Stock are issued and outstanding (including 240,000 shares of restricted Company Common Stock described in (iii) below; (ii) no shares of Company Preferred Stock are issued and outstanding; (iii) 3,333,308 shares of Company Common Stock have been reserved for issuance under the Company Equity Incentive Plans, of which Company Options to purchase 2,528,156 shares of Company Common Stock are currently outstanding and 240,000 shares of restricted Company Common Stock are currently outstanding; and (iv) 1,555,556 shares of Company Common Stock have been reserved for issuance pursuant to the Alogent Notes, of which no shares of Company Common Stock are currently outstanding. The Company holds 19,454 shares of its capital stock in its treasury. Except as set forth in this Section 3.2 or as set forth in the Disclosure Schedule, neither the Company nor any of its Subsidiaries has issued, granted or entered into any options, warrants, calls, commitments, securities, agreements or other rights of any kind to acquire, or any securities that, upon conversion, exchange or exercise would require or give any Person the right to require the issuance, sale or transfer of, or obligations to issue, sell or transfer, shares of capital stock of any class of, or other debt obligations of or equity interests in, the Company or of any of its Subsidiaries.
Capitalization; Structure. (a) As of May 00, 2000, the authorized capital stock of General Mills consisted of (i) one billion shares of General Mills Common Stoxx, xf which 285,422,376 were issued and outstanding xxx 022,884,288 were held in the treasury of General Mills, and (ii) five million shares of Cumulative Preference Stock, pxx xxlue $.10 per share, of which none were outstanding and 2,000,000 have been designated Series B Participating Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Rights") distributed to the holders of shares of General Mills Common Stock pursuant to the General Mills Rights Agreement. Sixxx Xay 28, 2000 to the date of this Agreemxxx, there have been no issuances of shares of the capital stock of General Mills other than issuances of shares (and the related Rights) pursuanx xx options or rights outstanding as of May 28, 2000 or granted since such time under General Mills' stock-based incentive plans in the ordinary course of business. Xxx of the issued and outstanding shares of capital stock of General Mills are duly authorized, validly issued, fully paid and non-assessaxxx xnd free of preemptive rights.
