Parent Capital Stock. At and after the Exchange Effective Time, each Parent Ordinary Share and Parent ADS issued and outstanding immediately prior to the Closing Date shall remain issued and outstanding and shall not be affected by the Share Exchange.
Parent Capital Stock. At the Effective Time, each share of Parent capital stock then issued and outstanding shall remain issued, outstanding and unchanged.
Parent Capital Stock. At the Effective Time, each share of capital stock of Parent issued and outstanding immediately prior to the Effective Time shall remain outstanding as a share of capital stock of the Surviving Corporation and shall not be affected by the Merger.
Parent Capital Stock. As of the date hereof, the authorized capital stock of Parent consists solely of 50,000,000 shares of Parent Common Stock, of which 20,207, 184 shares are issued and outstanding (excluding 676,330 shares of unvested restricted stock and restricted performance stock) and up to 3,950,000 shares of Parent Common Stock will be issued to former stockholders of Foothill Independent Bancorp, and 5,000,000 shares of preferred stock, no par value per share, none of which are issued and outstanding. As of the date hereof, 230,123 shares of Parent Common Stock are issuable upon the exercise of outstanding options to acquire such shares and there are 676,330 outstanding shares of unvested restricted stock and restricted performance stock. The outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and nonassessable, and are not subject to preemptive rights (and were not issued in violation of any preemptive rights).
Parent Capital Stock. As of the date hereof, the authorized capital stock of Parent consists solely of 30,000,000 shares of Parent Common Stock, of which 13,262,498 are issued and outstanding (excluding 64,011 shares of unvested restricted stock and restricted performance stock) and 5,000,000 shares of preferred stock, no par value per share, none of which are issued and outstanding. As of the date hereof, 308,437 shares of Parent Common Stock are issuable upon the exercise of outstanding options to acquire such shares, and there are 64,011 outstanding shares of unvested restricted stock and restricted performance stock. The outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and nonassessable, and are not subject to preemptive rights (and were not issued in violation of any preemptive rights). (c)
Parent Capital Stock a. Common Stock with a par value $0.001 per share ("Parent Common Stock"), of which at or just prior to the time of Closing 24,000,000 shares will be issued and outstanding on a fully-diluted basis after certain adjustments, and 50,000,000 shares of authorized Preferred Stock with a par value $0.001 per share, of which at the time of closing no shares of Parent Preferred Stock will be issued and outstanding, excluding the 1,300,000 shares of Parent Common Stock to be issued on close of the proposed Private Placement to be conducted in support of this Agreement; and further excluding 2,783,000 shares of Parent Common Stock to be issued to purchase certain trademark rights to the name "Celsius". In addition to the foregoing, on Closing Parent will issue warrants to Investa Capital Partners Inc. representing 3,557,812 shares of Parent Common Stock on the terms on conditions set out in Exhibit G to this Agreement, along with the Merger Shares on Closing. All outstanding shares of Parent Common Stock at the time of Closing will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement to which Parent is a party or by which it is bound and have been issued in compliance with federal and state securities laws. Parent, at the time of Closing will have no other capital stock authorized, issued or outstanding. Other than as described above, in Section 3.5 of the Parent Disclosure Schedule, and in the Registration Rights Agreement, there are no outstanding rights, options, warrants, preemptive rights, redemption rights, rights of first refusal or similar rights for the purchase or acquisition from Parent of any securities of Parent. There have been, and currently are, no There are no Contracts of any character, written or oral, to which the Parent is a party or by which it is bound obligating the Parent or Sub to repurchase or redeem, or cause to be repurchased or redeemed, any shares of Parent Capital Stock, or obligating the Parent to grant, extend, accelerate the Vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Parent. Except as set forth in Section 3.5(c) of the Parent Disclosure Schedule, there are no preemptive rights...
Parent Capital Stock. As of October 22, 2009, the authorized capital stock of Parent consisted of: (a) 5,000,000 shares of preferred stock, par value $0.01 per share, of which no shares were issued, outstanding or held in treasury; and (b) 90,000,000 shares of Parent Stock, of which 55,084,239 shares were issued and outstanding and 203 shares were held by Parent in its treasury. As of October 22, 2009, there were 7,700,489 shares of Parent Stock subject to issuance pursuant to stock options, restricted stock units, warrants, stock appreciation rights or other derivative securities. A sufficient number of shares of Parent Stock have been reserved for issuance as part of the aggregate Merger Consideration. The shares of Parent Stock to be issued in the Merger, when issued, shall be validly authorized, validly issued, fully paid and nonassessable, and free of restrictions on transfer other than restrictions on transfer under applicable federal and state securities laws and liens or encumbrances created by or imposed by the recipient thereof. Subject in part to the truth and accuracy of each Company Securityholder’s representations set forth in their respective letters of transmittal delivered in connection with the surrender of their respective share certificates or in connection with the exchange of their respective Company Securities, in their respective Investment Letters, if any, the shares of Parent Stock to be issued in the Merger, when issued, will be issued in compliance with applicable federal and state securities laws.
Parent Capital Stock. Parent's authorized capital stock consists of 40,000,000 shares of Parent Common Stock, of which 28,559,800 shares are issued and outstanding on the date hereof, and 1,000,000 shares of preferred stock, par value $.01 per share ("Parent Preferred Stock"), of which no shares are issued and outstanding on the date hereof. Such shares constitute all of the issued and outstanding shares of capital stock of Parent. All of the issued and outstanding shares of Parent Common Stock are duly and validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights. All of the Parent Shares, if and when issued in accordance with Section 3.7 hereof, will be duly and validly issued, fully paid and nonassessable, and will not be issued in violation of any preemptive rights. Parent has authorized options to acquire 9,561,000 shares of Parent Common Stock under its 1995 Stock Purchase and Option Plan for Employees of Merit Behavioral Care Corporation and Subsidiaries and its 1996 Employee Stock Option Plan of Merit Behavioral Care Corporation, of which options to acquire not more than 7,000,000 shares of Parent Common Stock are issued and outstanding on the date hereof.
Parent Capital Stock. Except as contemplated by this Agreement, during the period from the date hereof to the Effective Time, Parent will not declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities except as may be required under any Parent Options or pursuant to any agreements with former employees, directors or consultants providing for the repurchase of unvested stock.
Parent Capital Stock. At and after the Second Effective Time, each share of Parent Capital Stock issued and outstanding immediately prior to the Second Effective Time shall remain issued and outstanding and shall not be affected by the Second Step Merger.
