Capitalization, Etc Sample Clauses
The 'Capitalization, Etc' clause defines how certain words and phrases are to be interpreted throughout the contract, particularly regarding the use of capital letters and related formatting conventions. It typically clarifies that capitalized terms have specific, defined meanings as set out elsewhere in the agreement, and may also address how headings, punctuation, or plural forms should be treated. This clause ensures consistency and clarity in interpreting the contract, reducing the risk of misunderstandings or disputes over the meaning of key terms.
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Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations.
(i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.
(b) As of August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the Company pursuan...
Capitalization, Etc. (a) The authorized capital stock of the Company consists of fifty million (50,000,000) shares of Company Common Stock, no par value, of which 11,064,998 shares are issued and outstanding as of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which zero shares are issued and outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable and have been issued and granted in material compliance with all applicable securities laws and other applicable Legal Requirements. No Person other than the Shareholders owns, directly or indirectly, or has the right to vote or control any shares of Company Common Stock.
(b) Except as provided in Schedule 2.3(b), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Common Stock or any other securities of the Company; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”).
(c) The Company has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock or other securities of the Company.
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares, of which 131,880,176 Shares had been issued and were outstanding as of the close of business on May 4, 2023 (the “Capitalization Date”); and (ii) 33,333 shares of Company Preferred Stock, of which (x) 12,575 are designated as Series O Preferred Stock, none of which were issued and outstanding as of the Capitalization Date, (y) 4,500 are designated as Series X Preferred Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiary.
(b) (i) None of the outstanding shares of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act.
(c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reser...
Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 shares of Parent Common Stock and (ii) 5,000,000 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent.
(b) All outstanding shares of Parent Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.
Capitalization, Etc. (a) As of August 10, 2007, the authorized capital stock of the Company consists of: (i) 200,000,000 shares of Company Common Stock, of which 52,368,714 shares have been issued and were outstanding; and (ii) 5,000,000 shares of Company Preferred Stock, of which no shares have been issued or were outstanding. The Company holds 100,000 shares of its capital stock in its treasury as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans.
(b) (A) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (C) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of Company Common Stock held by an employee of the Company upon termination of such employee’s employment.
(c) Part 2.3(c) of the Company Disclosure Schedule accurately sets forth the following information with respect to each outstanding Company Option, Company RSA and Company PSA as of August 10, 2007: (A) the particular Company Option Plan (if any) pursuant to which such award was granted; (B) an employee number representing the award holder and, for t...
Capitalization, Etc. (a) The authorized capital stock of Brainworks consists of 25,000,000 shares of Brainworks Common Stock, of which 2,271,090 shares have been issued and are outstanding as of the date of this Agreement. Except as set forth in Part 3.3(a) of the Brainworks Disclosure Schedule, Brainworks does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Brainworks Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Brainworks Common Stock held by any of the other Brainworks Corporations. Except as set forth in Part 3.3(a) of the Brainworks Disclosure Schedule: (i) none of the outstanding shares of Brainworks Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Brainworks Common Stock is subject to any right of first refusal; and (iii) there is no Brainworks Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Brainworks Common Stock. None of the Brainworks Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Brainworks Common Stock.
(b) As of the date of this Agreement: (i) 440,000 shares of Brainworks Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Brainworks' 2000 Stock Option Plan; and (ii) 264,000 shares of Brainworks Common Stock are reserved for future issuance pursuant to stock options outstanding and granted other than under the Brainworks' 2000 Stock Option Plan. (Stock options granted by the Brainworks pursuant to Brainworks' stock option plans and otherwise are referred to in this Agreement as "Brainworks Options.") Part 3.3(b) of the Brainworks Disclosure Schedule sets forth the following information with respect to each Brainworks Option outstanding as of the date of this Agreement: (x) whether such Brainworks Option was granted pursuant to the Brainworks 2000 Stock Option Plan; (u) the name of the optionee; (v) the number of shares of Brainworks Common Stock subject to such Brainworks Option; (w) the exercise price of such Brainworks Option; (v) the date on...
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 60,000,000 shares of Company Common Stock, of which 34,791,879 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Symyx Corporations (other than the Company) holds any shares of Company Common Stock or any rights to acquire shares of Company Common Stock.
(b) Except as set forth in Part 2.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Symyx Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of Company Common Stock held by an employee of the Company upon termination of such employee’s employment or upon any other forfeiture of a vesting condition.
(c) As of the date of this Agreement: (i) 3,655,668 shares of Company Common Stock are subject to issuance pursuant to Company Options; (ii) 1,879,110 shares of Company Common Stock are reserved for future issuance pursuant to the 1999 Employee Stock Purchase Plan (the “Company ESPP”); (iii) 300,675 shares of Company Common Stock are reserved for future issuance pursuant to Company RSUs; and (iv) 6,039,772 shares of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Option Plans.
(d) The Company has Made Available to Parent a complete and accurate list that sets forth with respect to each Company Equity Award outstanding as of the date of this Agreement the fo...
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 20,000,000 shares of Common Stock (par value $.001 per share), of which 4,102,892 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 7,500,000 shares of Preferred Stock (par value $.001 per share), 1,689,124 of which have been designated "Series A Preferred Stock," of which 1,689,124 shares have been issued and are outstanding as of the date of this Agreement, 1,700,000 of which have been designed "Series B Preferred Stock," of which 1,655,629 shares have been issued and are outstanding as of the date of this Agreement, and 900,000 of which have been designated "Series C Preferred Stock," of which 862,068 have been issued and are outstanding as of the date of this Agreement. Each outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject.
(b) The Company has reserved 2,268,915 shares of Company Common Stock for issuance under its Stock Option Plan, of which options to purchase 865,570 shares are outstanding as of the date of this Agreement. Part 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an "incentive stock option" as defined in Section 422
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 17,500,000 shares of Company Common Stock, of which 5,726,813 shares have been issued and are outstanding as of the date of this Agreement; and
Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 Company Shares and 200,000 shares of preferred stock (“Preferred Shares”). As of July 30, 2008: (i) 16,580,886 Company Shares were issued and 16,579,886 Company shares were outstanding; (ii) no Preferred Shares were outstanding; (iii) 3,043,646 Company Shares were issuable upon exercise of Company Warrants that were issued and outstanding; (iii)(A) 1,613,535 Company Shares were issuable upon exercise of options issued pursuant to the Company’s 2007 Equity Incentive Plan and (B) 600,666 Company Shares were issuable upon exercise of options issued pursuant to the Company’s 1994 Non-Qualified Stock Option Plan, as amended; and (iv) 954,545 Company Shares were issuable upon conversion of the Company Debentures. As of July 30, 2008, 1,185,694 Company Shares were reserved for future issuance pursuant to the Company’s 2007 Equity Incentive Plan, 431,797 Company Shares were reserved for future issuance pursuant to the Company’s Employee Stock Purchase Plan and 0 Company Shares were reserved for future issuance pursuant to the Company’s 1994 Non-Qualified Stock Option Plan, as amended. The Company has delivered or made available to Parent copies of each of (A) the Company Equity Plans, which cover the stock options and restricted stock awards granted by the Company that are outstanding as of the date of this Agreement, and (B) the forms of all stock option agreements and restricted stock award agreements evidencing such options and stock awards.
(b) Except for options, rights, securities and plans referred to in Section 3.3(a), there is no: (i) outstanding option or right to acquire from the Company any shares of the capital stock of the Company; or (ii) outstanding security of the Company that is convertible into or exchangeable for any Company Shares.
(c) There are no outstanding (i) securities of any of the Company’s Subsidiaries convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (ii) options, warrants, rights or other commitments or agreements to acquire from any of the Company’s Subsidiaries, or that obligate any of the Company’s Subsidiaries to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (iii) obligations of the Company to grant, ext...