Parent Capital Structure. (a) Parent has a sufficient number of authorized and unissued shares of Parent Common Stock reserved for issuance to complete the transactions contemplated by this Agreement. The shares of Parent Common Stock issuable under any provision of this Agreement have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable and will be free of any liens or encumbrances or rights of first refusal. The shares of Parent Common Stock that will be deposited with the Escrow Agent pursuant to Section 2.6(h) have been duly authorized, and upon satisfaction of the conditions precedent relating to the issuance of such shares of Parent Common Stock contemplated by this Agreement, will be validly issued, fully paid and nonassessable and will be free of any liens or encumbrances or rights of first refusal. (b) The authorized capital stock of Parent consists of 40,000,000 shares of Common Stock and 2,000,000 shares of Preferred Stock. As of the date hereof, Parent has reserved 2,090,000 shares of Parent Common Stock for issuance pursuant to outstanding options or other rights to acquire Parent Common Stock (the “Parent Options”). All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent, or any agreement to which Parent is a party or by which it is bound. All outstanding shares of Parent Common Stock and all Parent Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by Parent) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules of regulations, including federal and state securities laws. Parent has not, and will not have, suffered or incurred any Liability relating to or arising out of the issuance or repurchase of any Parent Common Stock or Parent Options, or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Parent Common Stock. Parent has no other capital stock authorized, issued or outstanding.
Appears in 1 contract
Sources: Merger Agreement (Accelrys, Inc.)
Parent Capital Structure. (a) Parent has a sufficient number of authorized The authorized, issued and unissued outstanding shares of capital stock of the Parent (the “Parent Capital Stock”) as of the date hereof are set forth on the Parent SEC Reports. Except as disclosed on the Parent SEC Reports, all issued and outstanding shares of capital stock of the Parent Common Stock reserved for issuance to complete the transactions contemplated by this Agreement. The shares of Parent Common Stock issuable under any provision of this Agreement have been duly authorized, authorized and upon consummation of the transactions contemplated by this Agreement, will be validly issued, are fully paid and nonassessable and will be free nonassessable, have not been issued in violation of any liens preemptive rights, and are free from any restrictions on transfer (other than restrictions under the Securities Act or encumbrances state securities laws) or any option, lien, pledge, security interest, encumbrance or charge of any kind. Other than as described on the Parent SEC Reports, Parent has no other equity securities or securities containing any equity features that are authorized, issued or outstanding. Except as set forth in the Parent SEC Reports hereto, there are no agreements or other rights or arrangements existing which provide for the sale or issuance of first refusal. The capital stock by the Parent and there are no rights, subscriptions, warrants, options, conversion rights or agreements of any kind outstanding to purchase or otherwise acquire from the Parent any shares of Parent Common Stock that will be deposited with the Escrow Agent pursuant to Section 2.6(h) have been duly authorized, and upon satisfaction capital stock or other securities of the conditions precedent relating Parent of any kind. Except as set forth on the Parent SEC Reports, there are no agreements or other obligations (contingent or otherwise) which may require the Parent to repurchase or otherwise acquire any shares of its capital stock. Except as set forth on the Parent SEC Reports, to the issuance Parent’s knowledge, there exist no voting trusts, proxies, or other contracts with respect to the voting of such shares of Parent Common Stock contemplated by this Agreement, will be validly issued, fully paid and nonassessable and will be free capital stock of any liens or encumbrances or rights of first refusalthe Parent.
(b) The authorized capital stock of Parent the Merger Sub consists of 40,000,000 1,000 shares of Common Stock common stock, par value $0.0001 per share, all of which are issued and 2,000,000 shares outstanding and held of Preferred Stock. As record by the Parent as of the date hereof, Parent has reserved 2,090,000 shares of Parent Common Stock for issuance pursuant to outstanding options or other rights to acquire Parent Common Stock (the “Parent Options”). All The issued and outstanding shares of Parent Common Stock capital stock of the Merger Sub are duly authorized, validly issued, fully paid and non-assessable nonassessable and have not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent, or any agreement to which Parent is a party or by which it is bound. All outstanding shares of Parent Common Stock and all Parent Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by Parent) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules of regulations, including federal and state securities laws. Parent has not, and will not have, suffered or incurred any Liability relating to or arising out of the issuance or repurchase violation of any Parent Common Stock or Parent Options, or out of any agreements or arrangements relating theretopreemptive rights. There are no declared options, warrants, conversion privileges or accrued but unpaid dividends with respect other rights, agreements, arrangements or commitments obligating Merger Sub to issue, sell, purchase or redeem any shares of Parent Common Stock. Parent has no other its capital stock authorized, issued or outstandingsecurities or obligations of any kind convertible into or exchangeable for any shares of its capital stock.
Appears in 1 contract
Parent Capital Structure. (a) Parent has a sufficient number of authorized and unissued shares of Parent Common Stock reserved for issuance to complete the transactions contemplated by this Agreement. The shares of Parent Common Stock issuable under any provision of this Agreement have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable and will be free of any liens or encumbrances or rights of first refusal. The shares of Parent Common Stock that will be deposited with the Escrow Agent pursuant to Section 2.6(h2.6(f) have been duly authorized, and upon satisfaction of the conditions precedent relating to the issuance of such shares of Parent Common Stock contemplated by this Agreement, will be validly issued, fully paid and nonassessable and will be free of any liens or encumbrances or rights of first refusal, except as otherwise provided in this Agreement and the Ancillary Agreements.
(b) The authorized capital stock of Parent consists of 40,000,000 50,000,000 shares of Common Stock and 2,000,000 5,000,000 shares of Preferred Stock. As of the date hereof, Parent has reserved 2,090,000 7,603,976 shares of Parent Common Stock for issuance pursuant to outstanding options options, warrants, conversion of Parent’s Series D Preferred Stock or other rights to acquire Parent Common Stock (the “Parent Options”). All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent, or any agreement to which Parent is a party or by which it is bound. All outstanding shares of Parent Common Stock and all Parent Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by Parent) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules of regulations, including federal and state securities laws. Parent has not, and will not have, suffered or incurred any Liability relating to or arising out of the issuance or repurchase of any Parent Common Stock or Parent Options, or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Parent Common Stock. Except as set forth in Section 5.5 of the Parent Disclosure Schedule and the Parent SEC Documents, Parent has no other capital stock authorized, issued or outstanding.
Appears in 1 contract
Parent Capital Structure. (a) Parent has a sufficient number of authorized and unissued shares of Parent Common Stock reserved for issuance to complete the transactions contemplated by this Agreement. The shares of Parent Common Stock issuable under any provision of this Agreement have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable and will be free of any liens or encumbrances or rights of first refusal. The shares of Parent Common Stock that will be deposited with the Escrow Agent pursuant to Section 2.6(h) have been duly authorized, and upon satisfaction of the conditions precedent relating to the issuance of such shares of Parent Common Stock contemplated by this Agreement, will be validly issued, fully paid and nonassessable and will be free of any liens or encumbrances or rights of first refusal.
(b) The authorized capital stock of Parent consists of 40,000,000 75,000,000 shares of Common Stock common stock and 2,000,000 10,000,000 shares of Preferred Stockpreferred stock. As of the date hereof, the capitalization of Parent has reserved 2,090,000 is as set forth in Section 4.5(a) of the Parent Disclosure Schedule. The total number of shares of Parent Common Stock for issuance pursuant outstanding immediately prior to outstanding options the Effective Time (assuming the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Parent Common Stock and the exercise of all options, warrants or other rights to acquire purchase Parent Common Stock (Stock) will be as set forth in Section 4.5(a) of the “Parent Options”)Disclosure Schedule. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent, Parent or any agreement to which Parent is a party or by which it is bound. All outstanding shares of Parent Common Stock and all outstanding options, warrants or other rights to purchase Parent Options Common Stock have been issued or repurchased (in the case of shares that were outstanding and repurchased by Parent) in compliance with all applicable federal, state, foreign, foreign or local statutes, laws, rules of and regulations, including federal and state securities laws. Parent has not, and will not have, suffered or incurred any Liability relating to to, or arising out of of, the issuance or repurchase of any shares of Parent Common Stock or rights to purchase Parent Options, Common Stock or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Parent Common Stock. Parent has no other capital stock authorized, issued or and outstanding.
(b) Except as set forth in Section 4.5(a) of the Parent Disclosure Schedule, there are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which Parent is a party or by which it is bound, obligating Parent to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Parent Common Stock or obligating Parent to grant, extend, accelerate the vesting of, or change the price of, or otherwise amend or enter into, any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock or profit participation rights, or other similar rights, with respect to Parent. Except as contemplated hereby, there are no voting trusts or proxies, or other agreements or understandings, with respect to the voting stock of Parent.
(c) Immediately prior to the Effective Time, Parent will have a sufficient number of authorized and unissued shares of its common stock reserved for issuance to complete the transactions contemplated by this Agreement. Immediately prior to the Effective Time, the Merger Shares will have been duly authorized and, upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and non-assessable and will be free of any Liens.
Appears in 1 contract
Sources: Merger Agreement (OccuLogix, Inc.)