Common use of Capitalization of the Buyer Clause in Contracts

Capitalization of the Buyer. On the date of this Agreement, the Buyer's authorized capital stock consists of 25,000,000 shares of Common Stock, $.01 par value ("Common Stock"), and 2,000,000 shares of Preferred Stock, $.01 par value per share. All of the outstanding shares of capital stock of the Buyer have been and on the Closing Date will be duly and validly issued and are, or will be, fully paid and nonassessable.

Appears in 2 contracts

Samples: Asset Purchase Agreement (West Coast Entertainment Corp), Asset Purchase Agreement (West Coast Entertainment Corp)

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Capitalization of the Buyer. On the date of this Agreementhereof, the Buyer's authorized capital stock consists of 25,000,000 35,000,000 shares of Common Stock, $.01 par value ("Common Stock"), and 2,000,000 shares of Preferred Stock, $.01 par value per share, none of which shares of Preferred Stock are issued or outstanding. All of the outstanding shares of capital stock of the Buyer have been and on the Closing Date will be duly and validly issued and are, or will be, fully paid and nonassessable.

Appears in 2 contracts

Samples: Asset Purchase Agreement (West Coast Entertainment Corp), Asset Purchase Agreement (Choices Entertainment Corp)

Capitalization of the Buyer. On the date of this Agreementhereof, the Buyer's authorized capital stock consists of 25,000,000 shares of Common Stock, $.01 par value ("Common Stock"), and 2,000,000 shares of Preferred Stock, $.01 par value per share. All of the outstanding The shares of capital stock Buyer Common Stock to be issued to the Seller pursuant to the terms of this Agreement, when issued in accordance with the Buyer have been and on the Closing Date terms hereof, will be duly and authorized, validly issued and are, or will beissued, fully paid and nonassessablenon-assessable, and will be registered under the Securities Act of 1933, as amended.

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

Capitalization of the Buyer. On the date of this Agreementhereof, the Buyer's authorized capital stock consists of 25,000,000 8,000,000,000 shares of Common Stock, US $.01 0.00001 par value ("Common Stock")value, of which 201,556,400 shares are issued and 2,000,000 shares of Preferred Stockoutstanding, $.01 par value per sharewith 19,999,000 preferred A stock authorized. All of the outstanding shares of capital stock of the Buyer have been and on the Closing Date will be duly and validly issued and are, or will be, are fully paid and nonassessablenon-assessable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Source Gold Corp.)

Capitalization of the Buyer. On the date of this Agreementhereof, the Buyer's authorized capital stock consists of 25,000,000 fifty million (50,000,000) shares of Common Stockcommon stock, $.01 par value ("Common Stock")value, of which 31,661,293 shares are issued and 2,000,000 shares of Preferred Stock, $.01 par value per shareoutstanding. All of the outstanding shares of capital stock of the Buyer have been and on the Closing Date will be duly and validly issued and are, or will be, fully paid and nonassessablenon-assessable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Breed Technologies Inc)

Capitalization of the Buyer. On As of the date of this Agreementhereof, the Buyer's --------------------------- authorized capital stock consists of 25,000,000 20,000,000 shares of Common Stockcommon stock, $.01 par value ("Common Stock")value, of which 11,017,178 shares were issued and outstanding as of January 13, 1997, and 2,000,000 no shares of Preferred Stock, $.01 par value per share. All of the outstanding shares of capital stock of the Buyer have been been, and on the Closing Date and date of delivery of the Stock Payment to each of the Stockholders will be be, duly and validly issued and are, or will be, fully paid and nonassessablenon-assessable.

Appears in 1 contract

Samples: Stock Purchase Agreement (On Technology Corp)

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Capitalization of the Buyer. On the date of this Agreementhereof, the Buyer's --------------------------- authorized capital stock consists of 25,000,000 100,000,000 shares of Common Stockcommon stock, $.01 .001 par value ("Common Stock")value, of which 28,407,750 shares were issued and 2,000,000 shares outstanding as of Preferred StockDecember 31, $.01 par value per share1996. All of the outstanding shares of capital stock of the Buyer have been and on the Closing Date will be duly and validly issued and are, or will be, fully paid and nonassessablenon-assessable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Open Market Inc)

Capitalization of the Buyer. On the date of this Agreementhereof, the Buyer's authorized capital stock consists of 25,000,000 200,000,000 shares of capital stock, divided into 100,000,000 shares 22 of Common Stock, $.01 par value ("Common Stock"), of which approximately 4,167,318 shares are issued and 2,000,000 outstanding, and 100,000,000 shares of Preferred Stockpreferred stock, $.01 par value per sharenone of which are outstanding. All of the outstanding shares of capital stock of the Buyer have been and on the Closing Date will be duly and validly issued and are, or will be, fully paid and nonassessable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amtech Systems Inc)

Capitalization of the Buyer. On the date of this Agreementhereof, the Buyer's authorized capital stock consists of 25,000,000 50,000,000 shares of Buyer Common Stock, $.01 par value ("Common Stock")and as of the close of business on June 5, 1998, 24,309,004 of such shares were issued and outstanding, and 2,000,000 1,000,000 shares of Preferred Stock, $.01 0.01 par value per share. All , none of the outstanding shares of capital stock of the Buyer have been and on the Closing Date will be duly and validly which is issued and are, or will be, fully paid and nonassessableoutstanding.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Avid Technology Inc)

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