Capital Structure of Parent. As of the date hereof, the authorized capital stock of Parent consists of 500,000,000 shares of Parent Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of the close of business on November 1, 2013 (the “Parent Capitalization Date”), (i) 31,597,907 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, (iii) no shares of Parent Common Stock were held by Parent in its treasury, (iv) no shares of Parent Preferred Stock were held by Parent in its treasury and (v) 2,527,833 shares of Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock Plan. All outstanding shares of Parent Common Stock are, and all such shares which may be issued prior to the Effective Time or pursuant to the Merger in accordance with the terms of this Agreement will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the Parent Capitalization Date, (i) there were no shares of capital stock of, or other equity or voting interests in, Parent issued, reserved for issuance or outstanding and (ii) there were no options, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity rights, stock-based performance units, commitments, Contracts or undertakings of any kind to which Parent or any Parent Subsidiary was a party or by which any of their respective properties or assets was bound (A) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) obligating Parent or any Parent Subsidiary to issue, grant, ext...
Capital Structure of Parent. (a) The authorized capital stock of Parent consists of 40,000,000 shares of Parent Common Stock, of which 19,307,008 shares were outstanding as of the close of business on February 15, 2017 and 1,000,000 shares of preferred stock par value $0.0001 per share, none of which were outstanding as of the date of this Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no shares of Parent Common Stock or other shares of its capital stock reserved for issuance, except that, as of February 15, 2017, there were 2,247,923 shares of Parent Common Stock reserved for issuance pursuant to Parent’s Amended and Restated 2009 Stock Incentive Plan and 727,573 shares of Parent Common Stock subject to outstanding Parent restricted stock units. Each of the outstanding shares of capital stock or other securities of each of Parent’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any Encumbrance. Except to the extent set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.
Capital Structure of Parent. (1) As of the Execution Date, Parent’s authorized capital stock consists of (i) 100,000,000 shares of Parent Common Stock, $0.001 par value, of which approximately 468,068 shares are issued and outstanding, and (ii) and 5,000,000 authorized shares of Preferred Stock, par value $0.001, of which no shares of Preferred Stock are issued or outstanding. The Merger Sub is a single member LLC wholly-owned by Parent.
Capital Structure of Parent. (i) The authorized capital stock of Parent consists of:
Capital Structure of Parent. As of May 1, 2001, the authorized capital stock of Parent consists of 50,000,000 shares of Parent Common Stock, 4,600,000 shares of Preferred Stock, $.001 par value per share, 200,000 shares of Series B Convertible Preferred Stock, par value $.05 per share, and 200,000 shares of Series C Convertible Preferred Stock, par value $.05 per share, of which 12,741,858 shares of Parent Common Stock, no shares of Preferred Stock, 102,390 shares of Series B Convertible Preferred Stock and 99,287 shares of Series C Convertible Preferred Stock were issued and outstanding. All outstanding shares of Parent Common Stock have been duly authorized, validly issued, fully paid and are nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. The shares of Parent Common Stock to be issued pursuant to the Merger will be duly authorized and validly issued, and, upon receipt by Parent of Company Certificates in exchange therefor, will be fully paid and non-assessable. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, $.001 par value per share, all of which were issued and outstanding and held of record by Parent as of the date hereof.
Capital Structure of Parent. The authorized capital stock of Parent consists of 45,000,000 shares of Parent Common Stock, of which 10,006,250 are issued and outstanding and 1,000,000 shares of preferred stock, of which 10,000 shares of Series A Preferred Stock are issued and outstanding. All issued and outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable. Parent currently has no outstanding options, warrants, agreements, rights or commitments to issue additional shares of Parent Common Stock, and none of the Parent’s outstanding securities or instruments are convertible into shares of Parent Common Stock.
Capital Structure of Parent. (a) As of the date hereof, the authorized and outstanding capital stock of Parent (the “Parent Capital Stock”) consists of (i) 10,350,000 shares of Series A Preferred Stock with par value of $0.00001, of which 9,272,044 are issued; (ii) 4,950,000 shares of Series T Preferred Stock with par value of $0.00001, of which 482,104 are issued; (iii) 10,650,000 shares of Series Seed Preferred Stock with par value of $0.00001, of which 10,240,536 are issued; (iv) 75,000,000 shares of Common Stock with par value of $0.00001, of which 33,199,166 are issued; and Parent has reserved 7,590,000 shares of Common Stock for issuance under the Parent 2015 Equity Incentive Plan, of which an aggregate number of 6,730,500 options, stock purchase rights and restricted stock units to purchase share of Common Stock at a combined weighted average exercise price of $4.33 per share are outstanding under the Parent 2015 Equity Incentive Plan and 381,551 shares of Common Stock remain available for future issuance under the Parent 2015 Equity Incentive Plan.
Capital Structure of Parent. (a) Parent's authorized capital stock consists of 75,000,000 shares of Parent Common Stock, of which 26,057,200 shares were issued and outstanding as of May 9, 2006 and 5,000,000 shares of preferred stock, none of which are outstanding. All of the issued and outstanding shares of Parent Common Stock (i) have been duly authorized, are validly issued, fully paid, and nonassessable, and (ii) were issued in compliance with all applicable state and federal securities Laws. Except as described in the Parent SEC Documents, as of the date of this Agreement (and as issued in the ordinary course of Parent's business since the date of this Agreement), no options, warrants, convertible debt or other rights exist with respect to any shares of Parent Common Stock and no such Commitments will arise in connection with the Merger. There are no Contracts with respect to the voting or transfer of Parent's capital stock. Parent is not obligated to redeem or otherwise acquire any of its outstanding capital stock.
Capital Structure of Parent. (a) The capitalization of Parent immediately prior to Closing consists of the following:
Capital Structure of Parent. At the Closing, the shares of Class B Common Stock issued to AMR as the Stock Consideration pursuant to Section 3.1 shall constitute 100% of the issued and outstanding Class B Common Shares. As of the Closing, the Class B Common Stock shall represent 10% of the issued and outstanding capital stock of Parent; provided, however, that in the event and to the extent that there is a Shortfall, additional shares of Class A Common Stock shall be issued at the Closing, at the same purchase price per share of Class A Common Stock as originally paid by TPG and Pharos, to make up such Shortfall and no additional shares of Class B Common Stock shall be issued as Stock Consideration as a consequence of the issuance of additional shares of Class A Common Stock issued in connection with covering the Shortfall. All issued and outstanding Class B Common Stock issued to AMR as the Stock Consideration shall be duly authorized, validly issued and outstanding, fully paid and nonassessable, and free of preemptive rights. Immediately prior to the Closing, Buyer shall own beneficially and of record the shares of Class B Common Stock constituting the Stock Consideration, free and clear of all Encumbrances, and upon issuance of the Stock Consideration to AMR pursuant to Section 3.1, AMR shall receive such shares free and clear of all Encumbrances, except as provided in this Agreement or the Stockholders' Agreement. As of the Closing, Parent will own 100% of the outstanding capital stock of Buyer, free and clear of all Encumbrances. At the Closing, except as provided in this Agreement the Subscription Agreement by and between Parent and TCW, neither Parent nor Buyer is a party to, or bound by, any agreement, arrangement or commitments to issue or sell any shares of capital stock or any securities or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to acquire from Parent or Buyer, any shares of capital stock of Parent or Buyer, and no such securities or obligations are outstanding, other than the options issued at the Closing to the Company’s management.
