Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding.
Capitalization; Voting Rights. 3 4.4 Authorization; Binding Obligations..............................................................4 4.5 Liabilities.....................................................................................4
Capitalization; Voting Rights. The authorized capital stock of the Company, immediately prior to the Closing, will consist of (i) 50,000,000 shares of Common Stock, par value $.001 per share, 15,904,829 shares of which are issued and outstanding as of January 12, 2001, and 1,987,729 shares of which are reserved for future issuance to pursuant to the Company's Stock Option Plans, as amended and restated (the "Option Plan"), 3,747,760 shares of which are reserved for issuance upon exercise of the Warrants and other warrants of the Company, and (ii) 2,000,000 shares of Preferred Stock, par value $.001 per share, 400 of which are designated Series A Preferred Stock, none of which are issued and outstanding, 225 of which are designated Series B Preferred Stock, none of which are issued and outstanding, 500,000 of which are designated Series C Preferred Stock, none of which are issued and outstanding, 25,000 of which are designated Series D Preferred Stock, 16,719.76 of which are issued and outstanding and 700,000 shares of Series A Junior Participating Preferred Stock, none of which is presently outstanding. All issued and outstanding shares of the Company's Common Stock (a) have been duly authorized and validly issued, (b) are fully paid and nonassessable, and (c) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The rights, preferences, privileges and restrictions of the Shares are as stated in the Certificate of Designation. Other than the 22,072,575 shares reserved for issuance under the Option Plans, the Warrants, the Additional Warrants and any other outstanding warrants and except as may be granted pursuant to the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. The Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. When issued in compliance with the provisions of this Agreement and the Certificate of Designation, the Shares and the Common Stock which may be issued upon exercise of the Warrants and the Additional Warrants (the "Warrant Shares") will ...
Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of which 1,000,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 shares of which of which are issued and outstanding and 10,502,000 are shares of preferred stock, par value $0.001 per share of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).
Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003, consists of (i) 150,000,000 shares of Common Stock, par value $.01 per share, 17,907,154 shares of which are issued and outstanding and (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share, none of which are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note.
Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closing, consists of (i) 300,000,000 shares of Common Stock, par value $0.001 per share, 430,880 shares of which are issued and outstanding, and (ii) 50,000,000 shares of Preferred Stock, par value $0.001 per share, all shares of which are designated Series A Preferred Stock, none of which are issued and outstanding. Immediately after giving effect to the transactions contemplated by this Agreement and the Acquisition Agreement, there will be 3,753,819 shares of Common Stock issued and outstanding and 200,000 shares of Series A Preferred Stock issued and outstanding.
Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of the date hereof consists of 110,000,000 shares, of which 100,000,000 are shares of Common Stock, par value $0.001 per share and 10,000,000 are shares of Preferred Stock, par value $0.001 per share. Of such shares of Preferred Stock, 4,000,000 shares are designated Series A Cumulative Convertible Preferred Stock, 4,000,000 shares are designated Series B Cumulative Convertible Preferred Stock, and 1,0000,000 shares are designated Series C Cumulative Convertible Preferred Stock. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.2.
Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of the date hereof consists of shares, of which are shares of Common Stock, par value $0.01 per share, shares of which are issued and outstanding, and are shares of preferred stock, par value $0.01 per share of which shares of Preferred Stock with a stated value of $ per share and an initial conversion ration of shares of common stock per preferred share are issued and outstanding.
Capitalization; Voting Rights. The authorized capital stock of the Company, immediately prior to the First Closing, will consist of: (i) forty-five million (45,000,000) shares of Common Stock, (A) seven million two hundred five thousand (7,205,000) shares of which are issued and outstanding, (B) one million nine hundred thousand (1,900,000) shares of which are reserved for issuance to employees, officers or directors of, or consultants or advisors to, the Company (including members of the Company's Scientific Advisory Board) or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors of the Company, of which shares one million one hundred seventy thousand (1,170,000) shares have been issued and are outstanding and are reflected as such in clause (i)(A) of this Section 3.2, (C) twelve million one hundred ninety thousand three hundred seventy-five (12,190,375) shares of which are reserved for issuance upon conversion into Common Stock of outstanding shares, or shares that the Company is obligated to issue pursuant to any rights or agreements outstanding as of the date hereof, of Series A Preferred Stock, par value US$0.001 per share (the "Series A Preferred Stock"), and (D) one million one hundred thirty-seven thousand eight hundred fourteen (1,137,814) shares of which are reserved for issuance upon conversion of Series A Preferred Stock issuable upon exercise of the outstanding warrants for Series A Preferred Stock (the "Series A Preferred Warrants"); and (ii) thirty million (30,000,000) shares of Preferred Stock, (A) thirteen million four hundred thousand (13,400,000) shares of which are designated Series A Preferred Stock, eleven million eight hundred ninety thousand three hundred seventy-five (11,890,375) shares of which are issued and outstanding, and one million one hundred thirty-seven thousand eight hundred fourteen (1,137,814) shares of which are reserved for issuance upon exercise of the Series A Preferred Warrants and three hundred thousand (300,000) shares of which are reserved for issuance pursuant to that certain Settlement Agreement by and between the Company and Beth Xxxael Deaconess Medical Center, Inc. dated as of December 31, 1997, (B) five million (5,000,000) shares of which are designated Series B Preferred Stock, par value US$0.001 per share (the "Series B Preferred Stock"), none of which is issued and outstanding, and (C) four million five hundred eighty-three thousand three hundred thirty-fou...
Capitalization; Voting Rights. (a) The authorized and issued capital stock of the Company and each Subsidiary of the Company is as set forth on Schedule 4.3.
