Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 shares of common stock (the “Pubco Common Stock”), par value of $0.001 per share and 50,000,000 shares of preferred stock, par value of $0.001 per share. There are 7,669,521 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.
Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 400,000,000 shares of common stock with a par value of $0.0001 (the “Pubco Common Stock”). As of the date of this Agreement, there are 36,887,250 shares of Pubco Common Stock issued and outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.
Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 1,081,100,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”) and 100,000,000 shares of preferred stock (the “Pubco Preferred Stock”) with a par value of $0.001. As of the date of this Agreement, there are 94,866,525 shares of Pubco Common Stock issued and outstanding, (which shares include the 64,866,000 outstanding common shares slated for cancellation concurrently with the Closing hereof and exclude the shares hereby issuable to the Selling Shareholders and those issuable pursuant to the private placement agreement referenced in below subsection 6.13), and no outstanding shares of Pubco Preferred Stock. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock or Pubco Preferred Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock or Pubco Preferred Stock as of the date of this Agreement, notwithstanding the private placement agreement referenced in below subsection 6.13. There are no agreements purporting to restrict the transfer of the Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.
Capitalization of Pubco. The authorized capital stock and other equity securities of Pubco consists of 225,000,000 shares of capital stock comprised of common shares with a par value of $0.001, (the “Pubco Common Stock”) and no preferred shares. As of the date of this Agreement, there were 169,171 common shares issued and outstanding.
Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 300,000,000 shares of common stock with a par value of $0.0001 (the “Pubco Common Stock”) and 100,000,000 shares of preferred stock with a par value of $0.0001 (the “ Pubco Preferred Stock ”). As of the date of this Agreement, there are 2,140,000 shares of Pubco Common Stock issued and outstanding and there are no shares of Pubco Preferred Stock issued or outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. Except as contemplated by this Agreement, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.
Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 150,000,000 shares of common stock with a par value of $0.0001 (the "PUBCO COMMON STOCK"). As of the date of this Agreement, there are 100,000,000 shares of Pubco Common Stock issued and outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. Except as contemplated by this Agreement, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, other than a share exchange agreement to be entered into among Pubco and The Carriage Group, Inc., or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.
Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 400,000,000 shares of common stock with a par value of $0.00001 (the “Pubco Common Stock”) and 100,000,000 shares of preferred stock with a par value of $0.0001 (the “Pubco Preferred Stock”). As of the date of this Agreement, there are 31,800,000 shares of Pubco Common Stock issued and outstanding and no share of Pubco Preferred Stock outstading. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. As of the date of this Agreement and except as contemplated by this Agreement and by the Letter of Intent between Priveco and Pubco dated February 14, 2014 there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock. There are no agreements purporting to restrict the transfer of the Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.
Capitalization of Pubco. The authorized capital of Pubco consists of 500,000,000 shares of Pubco Common Stock. As of the date of this Agreement, there are 57,625,343 issued and outstanding shares of Pubco Common Stock, 50,601,750 issued and outstanding preferred shares of Subco, each of which is exchangeable into one share of Pubco Common Stock subject to certain restrictions, and 296,500 issued and outstanding shares of Tropic Spa, each of which is exchangeable into one-half of one preferred share of Subco at any time by the holder thereof. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued as fully paid and non-assessable, were not issued in violation of any pre-emptive rights are not subject to pre-emptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. Except as described above, there are no outstanding options, warrants, subscriptions, conversion rights or other rights, agreements or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock. There are no agreements purporting to restrict the transfer of Pubco Common Stock and no voting agreements, shareholders’ agreement, voting trusts or other arrangements restricting or affecting the voting of Pubco Common Stock.
Capitalization of Pubco. Immediately prior to Closing, Pubco will have no more than 11,000,000 post-Split shares of Pubco Common Stock issued and outstanding, excluding the Merger Shares and the shares of Pubco Common Stock to be issued to the subscribers in the Private Placement. Immediately prior to Closing, there will be no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco, any shares of Pubco Common Stock, except for the shares of Pubco Common Stock and the securities of Pubco to be issued to the subscribers in the Private Placement.
Capitalization of Pubco. (a) As of the Execution Date, the authorized share capital of PubCo is 121,000,000 divided into (i) 100,000,000 shares of PubCo Class A Common Stock, of which 31,625,000 shares are issued and outstanding as of the Execution Date, (ii) 20,000,000 shares of PubCo Class B Common Stock, of which 7,906,250 shares are issued and outstanding as of the Execution Date, and (iii) 1,000,000 shares of preferred stock of par value $0.0001 each, of which no shares are issued and outstanding as of the Execution Date ((i), (ii) and (iii) collectively, the “PubCo Securities”). The foregoing represent all of the issued and outstanding PubCo Securities. All issued and outstanding PubCo Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the PubCo Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been 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 any applicable Law, the PubCo Governing Documents or any Contract to which PubCo is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens.
