Authorized and Outstanding Capital Stock. The Company’s authorized capital stock of consists of 100,000,000 shares of common stock, $0.001 par value per share; and, as at the Reference Date (as hereinafter defined) there were <> of common stock issued and outstanding and no shares of preferred stock issued and outstanding. If all of the Offered Shares are sold there will be an aggregate of <> shares issued and outstanding.
Authorized and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) 250,000,000 shares of Common Stock, of which, 16,533,291 are issued and outstanding and 170,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 30,000,000 shares of Preferred Stock, 764,618 of which are issued and outstanding. Zero shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Authorized and Outstanding Capital Stock. As of January 24, 2018, the authorized capital stock of the Company consists of (A) 90,000,000 shares of Common Stock, of which, 25,847,969 are issued and outstanding and 1,500,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 10,000,000 shares of Preferred Stock, none of which are issued and outstanding. As of March 7, 2018, 64,152,031 shares of Common Stock are held in the treasury of the Company.
Authorized and Outstanding Capital Stock. The Company’s authorized capital stock consists of 250,000,000 shares of Common Stock, and 10,000,000 preferred shares, $0.001 par value. As of the Reference Date there were 45,115,181 shares of our common stock issued and outstanding and no shares of preferred stock issued and outstanding. If all of the Offered Shares are sold there will be an aggregate of 47,615,181 shares of Common Stock issued and outstanding.
Authorized and Outstanding Capital Stock. (a) The authorized and outstanding capital stock of the Company is as set forth in Section 3.15(a) of the Disclosure Schedule. All of such outstanding capital stock has been duly authorized and validly issued, is fully paid and non-assessable and is not subject to any preemptive or similar rights. Except as set forth in Section 3.15(a) of the Disclosure Schedule, (i) there is neither outstanding nor has the Company or any Subsidiary agreed to grant or issue any shares of its capital stock or any Option Security or Convertible Security, and (ii) neither the Company nor any Subsidiary is a party to or is bound by any agreement, put or commitment pursuant to which it is obligated to purchase, redeem or otherwise acquire any shares of capital stock or any Option Security or Convertible Security. Between the date of this Agreement and the Merger Closing, the Company will not, and will not permit any Subsidiary to, issue, sell or purchase or agree to issue, sell or purchase any capital stock or any Option Security or Convertible Security of the Company or any Subsidiary. As of the Effective Time, the rights of the holders of all Option Securities and Convertible Securities issued by the Company to exercise or convert such Securities will have been terminated pursuant to the terms thereof.
Authorized and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) 500,000,000 shares of Common Stock, of which 71,354,106 are issued and outstanding and 47,111,763 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Common Shares, the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock, none of which are issued and outstanding (prior to the issuance of the Preferred Shares). No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Authorized and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) 500,000,000 shares of Common Stock, of which, 154,598,285 are issued and outstanding and 2,095,207,603 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock of which 1,000 shares have been designated as Series A Preferred Stock, none of which are issued and outstanding, 5,000 shares have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding, 5,000 shares have been designated as Series B-2 Preferred Stock, 5,000 of which are issued and outstanding, 70 shares have been designated as Series D Preferred Stock, 70 of which are issued and outstanding. No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Authorized and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of 5,500,000,000 shares of Class A common stock, $0.0001 par value, of which 14,323,764 are issued and outstanding, and 3,250,000,000 shares of Class V common stock, $0.0001 par value, of which 124,253,176 are issued and outstanding.
Authorized and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) One Hundred Million (100,000,000) shares of Common Stock, of which, 11,125,442 are issued and outstanding as of the date hereof and 16,042,748 of which are reserved for issuance pursuant to the Equity Incentive Plan and the Company’s outstanding Convertible Securities (other than the Notes), in each case exercisable or exchangeable for, or convertible into, shares of Common Stock, and (B) Two Million (2,000,000) shares of Preferred Stock, none of which are issued and outstanding. No shares of Common Stock are held in the treasury of the Company. In addition to the foregoing, the board of directors of the Company (and, where applicable, the compensation committee thereof) have authorized the issuance of the following shares of Common Stock which have not been issued as of the date hereof: (I) beginning in 2018, 40,000 Form S-8 (“S-8”) registered shares per year to each independent director of the Company (120,000 shares in total), which shall be subject to an 18 month lockup agreement, a grant of 20,000 shares of Common Stock to each independent director for services rendered during the first two quarters of 2017 and a grant of 10,000 shares of Common Stock to each independent director for services rendered and to be rendered during the third and fourth quarters of 2017, all of which shall be subject to an 18 month lockup agreement, (II) 50,000 unregistered shares to the Company’s Chief Innovation Officer, which shall be subject to an 18 month lockup agreement, (III) 150,000 S-8 registered shares to an employee of Zone, which shall be subject to an 18 month lockup agreement, (IV) 686,333 unregistered shares to independent contractors of the Company for services rendered or to be rendered, 478,000 of which shall be subject to an 18 month lockup agreement and 50,000 of which shall be subject to a 24 month lockup agreement, (V) 250,000 shares of Common Stock authorized by the Board of Directors for issuance to various individuals, at the discretion of the Chief Executive Officer, and (VI) upon completion of the transactions contemplated by that certain Securities Purchase Agreement, dated as of August 15, 2017 (as amended, the “MoviePass SPA”), 500,000 unregistered shares to each of Xxx Xxxxxxxxxx (Chief Executive Officer and Chairman of the board) and Xxxxxxxxxxxxx Xxxxxxxxx (a non-independent director and consultant of the Company), which shall be subject to an 18 month lockup...
Authorized and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Purchaser consists of (A) 746,666,667 shares of Common Stock, of which, 480,737,533 are issued and outstanding and 56,005,479 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Closing Shares and the Conversion Shares underlying the Purchaser Convertible Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 10,000,000 shares of Preferred Stock, none of which are issued and outstanding. No shares of Common Stock are held in the treasury of the Purchaser.
