Common use of Capitalization of the Buyer Clause in Contracts

Capitalization of the Buyer. On the date hereof, the Buyer’s authorized capital stock consists of 900,000,000 shares of Common Stock, US $0.00001 par value, of which 2,917,799 shares are issued and outstanding, with 20,000,000 Preferred A stock authorized with 3,489,510 shares issued and outstanding (which will be retired), and 10,000,000 Preferred B stock authorized with 500 shares issued and 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 fully paid and non-assessable.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Simlatus Corp), Asset Purchase Agreement (Simlatus Corp)

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Capitalization of the Buyer. On the date hereof, the Buyer’s 's authorized capital stock consists of 900,000,000 35,000,000 shares of Common Stock, US $0.00001 .01 par valuevalue ("Common Stock"), and 2,000,000 shares of Preferred Stock, $.01 par value per share, none of which 2,917,799 shares of Preferred Stock are issued and or outstanding. As of September 9, with 20,000,000 Preferred A stock authorized with 3,489,510 shares 1996, there were issued and outstanding (which will be retired), and 10,000,000 Preferred B stock authorized with 500 12,070,239 shares issued and outstandingof Common Stock of the Buyer. 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 are, or will be, fully paid and non-assessablenonassessable.

Appears in 2 contracts

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

Capitalization of the Buyer. On the date hereof, the Buyer’s 's authorized capital stock consists of 900,000,000 35,000,000 shares of Common Stock, US $0.00001 .01 par valuevalue ("Common Stock") and 2,000,000 shares of Preferred Stock, $.01 par value per share, none of which 2,917,799 shares of Preferred Stock are issued and or outstanding. As of September 9, with 20,000,000 Preferred A stock authorized with 3,489,510 1996, 12,070,239 shares issued and outstanding (which will be retired), and 10,000,000 Preferred B stock authorized with 500 shares of Common Stock were issued and 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 are, or will be, fully paid and non-assessablenonassessable.

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

Capitalization of the Buyer. On the date hereof, the Buyer’s authorized capital stock consists of 900,000,000 5,000,000,000 shares of Common Stock, US $0.00001 0.001 par value, of which 2,917,799 1,943,350 shares are issued and outstanding, with 20,000,000 30,000,000 Preferred A stock authorized with 3,489,510 no shares issued and outstanding (which will be retired)outstanding, and 10,000,000 20,000 Preferred B stock authorized with 500 1000 shares issued and 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 fully paid and non-assessable.

Appears in 1 contract

Samples: Merger Asset Purchase Agreement (Vet Online Supply Inc)

Capitalization of the Buyer. On the date hereof, the Buyer’s 's authorized capital stock consists of 900,000,000 25,000,000 shares of Common Stock, US $0.00001 .01 par valuevalue ("Common Stock"), of which 2,917,799 12,070,239 shares are issued and outstanding, with 20,000,000 Preferred A stock authorized with 3,489,510 shares issued and outstanding (which will be retired)as of the date hereof, and 10,000,000 2,000,000 shares of Preferred B stock authorized with 500 shares Stock, $.01 par value per share, none of which are issued and outstandingor outstanding as of the date hereof. All As of the date hereof, 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 are, or will be, fully paid and non-assessablenonassessable.

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

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Capitalization of the Buyer. On the date hereof, the Buyer’s 's authorized capital stock consists of 900,000,000 (i) 100,000,000 shares of Common Stock, US $0.00001 .001 par value, of which 2,917,799 28,565,246 shares are issued and outstanding, with 20,000,000 Preferred A stock authorized with 3,489,510 shares were issued and outstanding as of December 31, 1996 and (ii) 2,000,000 shares of Preferred Stock, $.10 par value per share, none of which will be retired), and 10,000,000 Preferred B stock authorized with 500 shares are issued and outstandingor outstanding on the date hereof. 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 are, or will be, fully paid and non-assessable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Open Market Inc)

Capitalization of the Buyer. On the date hereof, the Buyer’s authorized capital stock consists of 900,000,000 550,000,000 shares of Common Stockstock, 529,999,000 shares being common stock US $0.00001 0.0001 par value, of which 2,917,799 306,618 common shares are issued and outstanding, with 20,000,000 20,001,000 shares are designated as Preferred A stock PAR US $0.0001 authorized with 3,489,510 20,000,000 shares designated as Preferred Series A with 317,500 shares of Series A are issued and outstanding (which will be retired)outstanding, and 10,000,000 1,000 Preferred B stock authorized with 500 1000 shares issued and 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 fully paid and non-assessable.

Appears in 1 contract

Samples: Merger Asset Purchase Agreement (Boon Industries, Inc.)

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