Buyer Capitalization. (a) The authorized capital stock of Buyer consists of (i) 144,406,928 shares of common stock, par value $0.001 per share, of which 5,539,147 shares are issued and outstanding as of the date hereof, (ii) 2,725,000 shares of Series A Preferred Stock, par value $0.001 per share, all of which are issued and outstanding as of the date hereof, (iii) 4,083,542 shares of Series B Preferred Stock, par value $0.001 per share, all of which are issued and outstanding as of the date hereof, (iv) 13,995,537 shares of Series C Preferred Stock, par value $0.001 per share, of which 13,445,753 shares are issued and outstanding as of the date hereof, and (v) 100,928,318 shares of Buyer Series D Preferred Stock, of which 46,653,954 shares are issued and outstanding as of the date hereof (collectively, the “Buyer Closing Capital Stock”). The shares of Buyer Closing Capital Stock issued and outstanding as of the date hereof have been duly authorized, are validly issued, fully paid and non-assessable. The shares of Buyer Closing Capital Stock issued and outstanding as of the date hereof were issued in compliance with all applicable federal and state securities Laws and have not been issued in violation of preemptive or similar rights.
Buyer Capitalization. (a) As of July 28, 2017, the authorized capital of the Buyer consisted of (i) 100,000,000 shares of Buyer Common Stock, of which 26,736,517 shares were issued and outstanding and (ii) 10,000,000 shares of Buyer preferred stock, par value $0.00001 per share, none of which are issued or outstanding. The rights, preferences, privileges and restrictions of the capital stock of Buyer are as stated in the Buyer’s certificate of incorporation or otherwise as provided under applicable Law.
Buyer Capitalization. (a) The authorized capital stock of Buyer consists solely of 110,000,000 shares of Delek Stock, of which 54,436,592 shares were issued and outstanding as of the Business Day immediately preceding the Execution Date, and 10,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding as of the Execution Date. All outstanding shares of Delek Stock have been duly authorized and validly issued in accordance with Law, are fully paid and nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities Laws, or pursuant to valid exemptions therefrom. Except as disclosed in the Buyer SEC Documents, as of the Execution Date and as of the Closing Date: (i) there are no Share Equivalents applicable to any capital stock or other equity interests of Buyer or any of its Subsidiaries, including any Share Equivalents obligating Buyer or its Subsidiaries (A) to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Buyer or the capital stock or other equity interests of any of its Subsidiaries or any securities or obligations convertible into or exchangeable for any such shares, or (B) to grant, extend or enter into any such Share Equivalents; (ii) there are no Contracts with respect to (or which affect) the voting, giving of written consents with respect to the voting, transfer, conversion, issuance, or registration, of the Delek Stock or the capital stock or other equity interests of any of its Subsidiaries; and (iii) there are no outstanding obligations of Buyer or any of its Subsidiaries to redeem, repurchase, or otherwise acquire any of the Delek Stock or the capital stock or other equity interests of any of its Subsidiaries. No stock plan, stock purchase, stock option or other agreement or understanding between Buyer or its Subsidiaries and any holder of the capital stock of Buyer or the capital stock or other equity interests of any of its Subsidiaries, or rights exercisable or convertible therefor, provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding, including adjustments to or resets of the exercise price of any outstanding security of Buyer or any of its Subsidiaries, as a result of the consummation of the Contemplated Transactions.
Buyer Capitalization. (a) As of August 31, 2012, the authorized capital stock of Buyer consists of four hundred eighty million (480,000,000) Buyer Shares and twenty million shares of Buyer preferred stock, par value $0.10 per share. As of August 31, 2012, 161,149,622 Buyer Shares were issued and outstanding and no shares of Buyer preferred stock were issued and outstanding. All of the issued and outstanding Buyer Shares were duly authorized for issuance and are validly issued, fully paid and non-assessable. Except as set forth in Buyer’s Organizational Documents, none of the Buyer Shares are subject to any preemptive or subscription rights.
Buyer Capitalization. The entire authorized capital stock of Buyer consists of 50,000,000 VISTA Common Shares and 500,000 VISTA Preferred Shares, of which, as of February 7, 1996, 14,242,589 VISTA Common Shares are currently issued and outstanding and 8,799 VISTA Preferred Shares are currently issued and outstanding. The material rights, preferences, and other attributes of the classes of Preferred Stock of Buyer are described in Section 4.2 of the Disclosure Schedule. All of the Buyer Shares to be issued in the Merger have been duly authorized and, upon consummation of the Merger, will be validly issued, fully paid, and nonassessable. Except as described in Section 4.2 of the Disclosure Schedule, there are no outstanding or authorized options, warrants, calls, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Buyer to issue, sell or otherwise cause to become outstanding any of its capital stock.
Buyer Capitalization. (a) Buyer has an unlimited number of authorized Common Shares, of which a number of shares as set forth in the Buyer Regulatory Filings are issued and outstanding; (ii) an unlimited number of preferred shares, of which no shares are issued or outstanding; (iii) other than as set forth in the Buyer Regulatory Filings, no issued and outstanding warrants to purchase Common Shares and no issued and outstanding options to purchase Common Shares (all such items, collectively, the “Buyer Securities”).
Buyer Capitalization. At Closing, the capitalization of Buyer will consist of the following:
Buyer Capitalization. The Shares will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable. As of the Closing Date, the authorized capital stock of Buyer consists of: 22,000,000 shares of Common Stock, par value $0.01 per share, and 1,500,000 shares of Preferred Stock, par value $0.01 per share. As of Closing Date and not including the issuance of any shares representing the Stock Consideration, [8,630,023](1) shares of Common Stock were outstanding and no shares of Preferred Stock were outstanding. As of the Closing Date, [890,649] shares of Common Stock are issuable upon the exercise of outstanding stock options, of which options to purchase 80,000 shares are subject to stockholder approval of an amendment to the Buyer’s 2009 Equity Plan at the 2017 annual meeting of stockholders. As of the Closing Date, [225,000] shares of Common Stock are authorized for issuance pursuant to the Asure Software, Inc. Employee Stock Purchase Plan, which plan is subject to stockholder approval at the Buyer’s annual meeting. Other than: (a) the obligations in this Agreement, (b) the outstanding stock options, and (c) the shares available for future issuance under the 2009 Equity Plan (including an additional 300,000 shares to be available for future issuance subject to stockholder approval of an amendment to the 2009 Equity Plan) and the Asure Software, Inc. Employee Stock Purchase Plan (subject to stockholder approval), there are currently no outstanding options, warrants or other agreements pursuant to which Buyer is obligated to issue or pursuant to which any Person is entitled to purchase any equity or voting interests in Buyer. Buyer is not a party to any voting arrangements with any of its stockholders.
Buyer Capitalization. (a) All of the issued and outstanding Buyer Common Shares have been duly authorized and validly issued. The Buyer Common Shares to be issued in connection with the Acquisition, when issued in accordance with this Agreement, will be duly authorized and validly issued and, if the Buyer Common Shares issued in connection with the Acquisition are Buyer Public Shares, such shares will be fully paid and nonassessable. Except as set forth in Section 5.02(a) of the Buyer Disclosure Letter, there are outstanding no securities, options, warrants, calls, rights, stock appreciation rights, restricted stock units, performance-based restricted stock units or Contracts of any kind to which Buyer is a party, or by which Buyer or any of its properties or assets are bound, obligating Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, Buyer Common Shares or other equity interests in, or securities convertible into, or exchangeable or exercisable for, Buyer Common Shares or other equity interests in, Buyer or obligating Buyer to issue, deliver, sell, grant, extend or enter into any such security, option, warrant, call, right, unit or Contract. Except as required by the terms of any stock options, stock appreciation rights or restricted stock units (whether time-based or performance-based), there are no outstanding contractual or other obligations of Buyer to repurchase, redeem or otherwise acquire Buyer Common Shares or other equity interests in Buyer.
Buyer Capitalization. Buyer is authorized to issue (a) 200,000,000 shares of common stock, $.001 par value per share, of which 136,908,136 shares are issued and outstanding and (b) 50,000,000 shares of preferred stock, $.001 par value per share, of which one (1) share has been designated as Series A Preferred Stock, none of which are issued and outstanding, and forty million (40,000,000) shares have been designated as Series B Preferred Stock, none of which are issued or outstanding. Except as set forth on the Buyer’s Disclosure Schedules, there are no options, warrants or other securities convertible into common stock of Buyer. The issued and outstanding capital stock of Buyer has been duly authorized and validly issued, and is fully-paid and non-assessable and not subject to the preemptive or similar rights of any person.
