Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which, 6,316,403 are issued and outstanding and 640,692 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. (i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Atrinsic, Inc.), Securities Purchase Agreement (Atrinsic, Inc.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which, 6,316,403 which 28,042,517 are issued and outstanding and 640,692 2,219,360 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 25,000,000 shares of preferred stock, of which, which none are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 3,075,338 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliatesAffiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliatesAffiliates” without conceding that any such Persons are “affiliatesAffiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. Except as disclosed in the SEC Documents, (i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC DocumentsDocuments (collectively, the “Company Stock Plans”), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights this Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreementagreement other than pursuant to the Company Stock Plans; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished to the Buyers SEC Documents contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereofFirst Restated Closing Date, the authorized capital stock of the Company Principal Borrower consists of (i) 100,000,000 135,000,000 shares of Common Stock, of which, 6,316,403 are issued and outstanding and 640,692 as of the First Restated Closing Date, 92,141,951 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than including the Notes Shares and the WarrantsExchange Shares) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are of Capital Stock or other Equity Interests of the Principal Borrower and its Subsidiaries have been duly authorized and have been, or upon issuance will beauthorized, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares of the Company’s issued and outstanding Common Stock Except as set forth on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
Schedule 7.7: (i) None none of the Companyany Borrower’s or any Subsidiary’s capital stock Capital Stock or other Equity Interest in such Borrower or Subsidiary is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company such Borrower or any Subsidiary; (ii) except as disclosed in other than the SEC DocumentsNotes, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock Capital Stock or other Equity Interest in any of the Company Borrowers or any of its their Subsidiaries, or contracts, commitments, understandings or arrangements by which any of the Company Borrowers or any of its their Subsidiaries is or may become bound to issue additional capital stock of the Company Capital Stock or any of its Subsidiaries other Equity Interest in such Borrower or Subsidiary or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock Capital Stock or other Equity Interest in any of the Company Borrowers or any of its their Subsidiaries; (iii) other than the Notes, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of any of the Company Borrowers or any of its their Subsidiaries or by which any of the Company Borrowers or any of its their Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with any of the Company Borrowers or any of its their Subsidiaries, other than financing statements perfecting Liens granted under the Security Documents in favor of Agent for the benefit of itself and the Holders and Lenders; (v) there are no agreements or arrangements under which any of the Company Borrowers or any of its their Subsidiaries is obligated to register the sale of any of their its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) other than the Notes, there are no outstanding securities or instruments of any of the Company Borrowers or any of its their Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which any of the Company Borrowers or any of its their Subsidiaries is or may become bound to redeem a security of any of the Company Borrowers or any of its their Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in none of the SEC Documents, neither the Company nor Borrowers or any Subsidiary of their Subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither none of the Company nor Borrowers or any of its their Subsidiaries have has any liabilities or obligations required to be disclosed in the SEC Documents which are but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Borrowers’ and their Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effectbusinesses. The Company has furnished Prior to the Buyers applicable Closing, the Borrowers have provided to the Lenders true, correct and complete copies of the Company(i) each Borrower’s Certificate and Subsidiary’s certificate or articles of Incorporationincorporation (or other applicable governing document), as amended and as in effect on the date hereof (the “Certificate of Incorporation”)applicable Closing Date, and the Company(ii) each Borrower’s and Subsidiary’s bylaws, as amended and as in effect on the date hereof applicable Closing Date (or other applicable governing document). Schedule 7.7 identifies all outstanding securities (other than the “Bylaws”), and the terms of all securities Notes) convertible into, or exercisable or exchangeable for, shares of Common Capital Stock or other Equity Interests in any of the Borrowers or any of their Subsidiaries and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereofExecution Date, the authorized capital stock of the Company consists solely of (i) 100,000,000 shares of Common Stock250,000,000 Ordinary Shares, of which, 6,316,403 which 202,317,558 are issued and outstanding and 640,692 shares none are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) ), and (ii) 1,000,000 preference shares of preferred stock, of which, none are issued and outstandingoutstanding and none are reserved for issuance pursuant to Convertible Securities. 681,509 shares of Common Stock No Ordinary Shares are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 shares As of November 1, 2019, 69,931,610 of the Company’s issued and outstanding Common Stock on Ordinary Shares and 1,000,000 of the date hereof Company’s issued and outstanding preference shares, are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock Ordinary Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
Company. Except as disclosed in the SEC Documents: (i) None to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding Ordinary Shares (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any Subsidiarylimitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws); (ii) the Company’s capital stock is and the capital stock of its subsidiaries are not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiaryencumbrances; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (vvi) there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vivii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (viiviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiix) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixx) neither the Company nor any of its Subsidiaries does not have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses business and which, individually or in the aggregate, which do not or and could not have a Material Adverse Effect. The Company has furnished to the Buyers SEC Documents contain true, correct and complete copies of the Company’s Certificate Memorandum of IncorporationAssociation, as amended and as in effect on the date hereof applicable Closing Date (the “Certificate Memorandum of IncorporationAssociation”), and the Company’s bylawsArticles of Association, as amended and as in effect on the date hereof applicable Closing Date (the “BylawsArticles of Association”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Ordinary Shares and the material rights of the holders thereof in respect theretothereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (Luokung Technology Corp.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 100,000,000 5,000,000,000 shares of Common Stock, of which, 6,316,403 which 11,412,596 are issued and outstanding and 640,692 shares 22,151,694 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Convertible Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstandingand/or an Approved Share Plan. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and non-assessable. 2,247,039 shares Except as disclosed in the SEC Documents: (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersall Convertible Securities, directors and holders whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of at least 10% of the Company’s issued and outstanding Common Stock are any limitations on exercise or conversion (including “affiliates” blockers”) contained therein without conceding that any such Persons are “affiliates” identified Person is a 10% shareholder for purposes of federal securities laws); (ii) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryLiens; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) except for the Convertible Note, there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (vvi) there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to as provided in the Registration Rights Agreement); (vivii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (viiviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiix) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the . The SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”)date, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (Mullen Automotive Inc.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of solely of: (i) 100,000,000 250,000,000 shares of Common Stock, of which, 6,316,403 which 62,158,526 are issued and outstanding and 640,692 shares 10.000,000 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) Exchange Notes, and (ii) 1,000,000 50,000,000 shares of preferred stock, par value $0.0001 per share, of which, none which 2,388,905 are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and non-assessable. 2,247,039 shares Except as disclosed in Public Disclosures: (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersall Convertible Securities, directors and holders whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of at least 10% of the Company’s issued and outstanding Common Stock are any limitations on exercise or conversion (including “affiliates” blockers”) contained therein without conceding that any such Persons are “affiliates” identified Person is a 10% stockholder for purposes of federal securities laws); (ii) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryLiens; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, . any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, to calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries. respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) except for the Exchange Note, there are no outstanding debt securities, notesExchange Notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (ivv) other than with respect to the publicly disclosed senior secured notes. there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (vvi) there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 I933 Act (except pursuant to as provided in the Registration Rights AgreementAgreement entered into by the Buyers and the Company contemporaneously herewith); (vivii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to co redeem a security of the Company or any of its Subsidiariessubsidiaries; (viiviii) there are no securities or instruments containing anti-anti- dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiix) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers Public Disclosures contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”)date, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.thereof:
Appears in 1 contract
Sources: Exchange Agreement (Nuburu, Inc.)
Equity Capitalization. As of the date hereofAugust 31, 2015, the authorized capital stock of the Company consists of (i) 100,000,000 750,000,000 shares of Common Stock, of which, 6,316,403 6,975,460 are issued and outstanding and 640,692 146,948,324 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the WarrantsNote) and (ii) 1,000,000 5,000,000 shares of preferred stock, of which, none 8,160 are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 To the Company’s knowledge, 33,931 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC DocumentsReports, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Reports and except for other convertible debentures in an aggregate amount of approximately $1 million (the terms of which are summarized in Schedule 3(s)), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in the SEC Reports and except for other convertible debentures in an aggregate amount of approximately $1 million (the terms of which are summarized in Schedule 3(s)), there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) except as disclosed in the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC’s E▇▇▇▇ system) to the Buyers Investor true, correct and complete copies of the Company’s Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Equity Capitalization. As of the date hereofDecember 28, 2015, the authorized capital stock of the Company consists of (i) 100,000,000 750,000,000 shares of Common Stock, of which, 6,316,403 208,038,359 are issued and outstanding and 640,692 533,037,221 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the WarrantsNote) and (ii) 1,000,000 5,000,000 shares of preferred stock, of which, none 8,160 are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 To the Company’s knowledge, 2,933,931 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC DocumentsReports, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Reports, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) except as disclosed in the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC’s ▇▇▇▇▇ system) to the Buyers Investor true, correct and complete copies of the Company’s Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 200,000,000 shares of Common Stock, of whichwhich as of the date hereof, 6,316,403 86,109,028 shares are issued and outstanding and 640,692 outstanding, 14,000,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) the Company's stock option and purchase plans and 5,410,939 shares are reserved for issuance pursuant to securities (other than the Notes and the Warrantsaforementioned options) and exercisable or exchangeable for, or convertible into, Common Stock, (ii) 1,000,000 50,000,000 shares of preferred stock, of whichpar value $0.0001 per share, none of which are issued and outstanding. 681,509 outstanding as of the date hereof and (iii) there are 47,942,748 shares of Common Stock are held in treasuryby non-affiliates of the Company. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares Except as disclosed in (i) Schedule 3(r)(i), none of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC DocumentsSchedule 3(r)(ii), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries; (iii) Schedule 3(r)(iii), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) Schedule 3(r)(iv), there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) Schedule 3(r)(v), there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) Schedule 3(r)(vi), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) Schedule 3(r)(vii), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC DocumentsSchedule 3(r)(viii), neither the Company nor any Subsidiary has does not have any stock appreciation rights, restricted stock units rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) neither Schedule 3(r)(ix), the Company nor any of and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s 's or any of its Subsidiaries’ Subsidiary's' respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s bylaws's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized share capital stock of the Company consists of (i) 100,000,000 shares of Common Stock55,000,000 Ordinary Shares, of whichwhich as of the date hereof, 6,316,403 approximately 28,100,000 are issued and outstanding and 640,692 outstanding, approximately 7,750,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) the Company's stock option and purchase plans and 13,541,555 shares are reserved for issuance pursuant to securities (other than the Notes and the Warrants) and exercisable or exchangeable for, or convertible into, Ordinary Shares. Assuming approval of the Authorized Share Capital Resolution (iias defined below) 1,000,000 shares at the Shareholder Meeting (as defined below), the authorized share capital of preferred stock, the Company shall consist of which, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury75,000,000 Ordinary Shares. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares of Except as disclosed in Schedule 3(r) and except pursuant to benefit plans disclosed in the Company’s issued and outstanding Common Stock 's filings with the SEC available on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
EDGAR: (i) None none of the Company’s or any Subsidiary’s Com▇▇▇▇'s share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.its
Appears in 1 contract
Sources: Securities Purchase Agreement (Commtouch Software LTD)
Equity Capitalization. As of the date hereofExecution Date, the authorized capital stock of the Company consists of (i) 100,000,000 500,000,000 shares of Common Stock, $0.00001 par value per share, and as of whichthe Execution Date, 6,316,403 147,758,908 are issued and outstanding and 640,692 shares outstanding, 36,000,000 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes Company’s stock option and the Warrants) and purchase plans, (ii) 1,000,000 20,000,000 shares of preferred stock, $0.00001 par value per share and, as of whichthe Execution Date, 5,000 of which are designated Series A Convertible Preferred Stock, none of which are issued and outstanding. 681,509 , (iii) warrants exercisable for 8,350,870 shares of Common Stock are held at prices set forth on Schedule 3(p)(A) and (iv) options exercisable for 27,300,000 shares at prices set forth in treasurySchedule 3(p)(A). All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares The capitalization of the Company immediately prior to the Closing Date is set forth on Schedule 3(p)(A) attached hereto and the capitalization of the Company immediately following the Closing Date is set forth on Schedule 3(p)(B) attached hereto. Except as disclosed in Schedule 3(p)(C): (i) none of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens Liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scripscrips, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has not issued any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreementrights; and (ix) neither the Company nor any of and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are Financial Statements in accordance with GAAP but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. Financial Statements.. The Company has furnished to the Buyers Purchasers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylawsBylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereto (or, in the case of securities issued under Incentive Plans (as defined below), a summary of the number of such securities outstanding).
Appears in 1 contract
Sources: Securities Purchase Agreement (OWC Pharmaceutical Research Corp.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 250,000,000 shares of Common Stock, of whichwhich as of the date hereof, 6,316,403 31,350,877 shares are issued and outstanding, 3,113,607 shares are reserved for issuance upon exercise of outstanding and 640,692 options issued under the Company’s equity incentive plans (the “Plans”), 822,227 shares are reserved for issuance upon settlement of outstanding restricted stock units issued under the Plans, 2,350,574 shares are reserved for issuance pursuant to Convertible Securities (as defined below) awards that may be made under the Company’s Plans, 4,231,288 shares are reserved for issuance upon exercise of outstanding warrants to purchase Common Stock, and no shares are reserved for issuance pursuant to any other securities exercisable or exchangeable for, or convertible into, shares of Common Stock (other than the Notes and aforementioned options, restricted stock units, plans or warrants, or the Warrants) and (ii) 1,000,000 20,000,000 shares of preferred stock, of whichpar value $0.00001 per share, none of which are issued and outstanding. 681,509 The Company does not maintain an employee stock purchase plan. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 5,761,675 shares of the Company’s issued and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws1▇▇▇ ▇▇▇) of the Company or any of its Subsidiaries.
(i) None Except as disclosed in Schedule 3(p)(i), none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC DocumentsSchedule 3(p)(ii), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securitiesexcept as disclosed in Schedule 3(p)(iii) or pursuant to the Registration Rights Agreement, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viiv) except as disclosed in Schedule 3(p)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (viiv) except as disclosed in Schedule 3(p)(v), there are no securities or instruments containing anti-anti- dilution or similar provisions that will be triggered by the issuance of the Securities; (viiivi) except as disclosed in the SEC DocumentsSchedule 3(p)(vi), neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixviii) except as disclosed in Schedule 3(p)(viii), neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do would not or could not reasonably be expected to have a Material Adverse Effect. The Company has furnished to the Buyers trueTrue, correct and complete copies of the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereto have heretofore been filed as part of the SEC Documents.
Appears in 1 contract
Sources: Securities Purchase Agreement (Ardsley Advisory Partners)
Equity Capitalization. As of the date hereof, the authorized share capital stock of the Company consists of (i) 100,000,000 shares an unlimited number of Common StockShares, of which, 6,316,403 1,561,352,718 are issued and outstanding and 640,692 26,802,345 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes and the Holder Warrants) exercisable or exchangeable for, or convertible into, Common Shares and (ii) 1,000,000 shares unlimited number of preferred stockshares, of which, which none are issued and outstanding. 681,509 shares of No Common Stock Shares are held in treasury. All of such outstanding shares Common Shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares As of the Company’s issued and outstanding date hereof, 1,736,135 Common Stock on the date hereof Shares are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. Except as disclosed in the SEC Documents, to the Company’s knowledge, as of the date hereof, no Person owns 10% or more of the Company’s issued and outstanding Common Shares (calculated based on the assumption that all Convertible Securities (as defined in the Holder Warrant), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% shareholder for purposes of federal securities laws). Except as disclosed in the SEC Documents: (i) None none of the Company’s or any Subsidiary’s share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances Liens suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of (as defined below)of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Securities Act (except other than as provided hereunder or pursuant to the Registration Rights Agreementan Other Agreement or Settlement Document); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the New Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock share appreciation rights, restricted stock units rights or “phantom stockshare” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do would not or could not reasonably be expected to have a Material Adverse Effect. The Company has furnished to filed with the Buyers SEC true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Shares and the material rights of the holders thereof in respect thereto.thereto that have not been disclosed in the SEC Documents. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 500,000,000 shares of Common Stock, of which, 6,316,403 17,070,284 are issued and outstanding and 640,692 2,007,877 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 50,000,000 shares of preferred stock, of which, which none are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 5,231,021 shares of the Company’s issued and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances Liens suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Documents, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (viiv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesNote; (viiivii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixvii) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not reasonably be expected to have a Material Adverse Effect. The Company has furnished to the Buyers Investor, or filed publicly with the SEC on the ▇▇▇▇▇ System, true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Intercloud Systems, Inc.)
Equity Capitalization. As of the date hereof, the The authorized capital stock of the Company consists is set forth in the SEC Reports. As of (i) 100,000,000 the date of this Agreement, all of the outstanding shares of capital stock of the Company, including, without limitation, the Common StockShares, of which, 6,316,403 are issued and outstanding and 640,692 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 To the Company's knowledge, as of the date of this Agreement, approximately 191 shares of the Company’s 's issued and outstanding Common Stock on the date hereof Shares are owned by Persons who are “"affiliates” " (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s 's issued and outstanding Common Stock Shares are “"affiliates” " without conceding that any such Persons are “"affiliates” " for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company's knowledge, except for entities affiliated with the officers and directors of the Company or as disclosed in the Public Reports, no Person owns 10% or more of the Company's issued and outstanding Common Shares (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including "blockers") contained therein without conceding that such identified Person is a 10% shareholder for purposes of federal securities laws).
(i) None Except as disclosed in SEC Reports, none of the Company’s 's or any Subsidiary’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC DocumentsReports, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Reports, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) except as disclosed in the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesNote; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Reports which are not so disclosed in the SEC DocumentsPublic Reports, other than those incurred in the ordinary course of the Company’s 's or its Subsidiaries’ ' respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC's ▇▇▇▇▇ system) to the Buyers Investor true, correct and complete copies of the Company’s Certificate 's articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"Charter"), and the Company’s 's bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect thereto. "Common Shares" means (i) the Company's Common Shares, US$0.01 par value per share, and (ii) any capital stock into which such Common Shares shall have been changed or any share capital resulting from a reclassification of such Common Shares. "Convertible Securities" means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Shares) or any of its Subsidiaries.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (iy) 100,000,000 29,000,000 shares of Common Stock, of whichwhich as of the date hereof, 6,316,403 8,348,997 shares are issued and outstanding and 640,692 an additional 8,227,584 shares (including the shares reserved for issuance upon conversion of the Notes) are reserved for issuance pursuant to Convertible Securities (as defined below) (other than upon the Notes conversion or exchange of securities issued by the Company or its Subsidiaries that are convertible into or exchangeable for shares of Common Stock, and there are no such convertible or exchangeable securities issued by the Warrants) Company or its Subsidiaries for which at least 100% of the of shares issuable upon conversion or exchange have not been reserved and (iiz) 1,000,000 shares of preferred stock, of whichwhich as of the date hereof, none no shares of which are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 Except as disclosed in the SEC Documents: (i) no shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible intointo (other than the Notes), or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisionsprovisions (other than as contemplated by the Notes, and other than the rights to purchase shares of Common Stock of employees in accordance with approved stock incentive plans and other agreements consistent with past practices), and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has does not have any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ any Subsidiary’s respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer upon such Buyer’s request, true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylawsBylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Adcare Health Systems Inc)
Equity Capitalization. As of the date hereof, the authorized share capital stock of the Company consists of (i) 100,000,000 shares of Common Stock5,000,000,000 Ordinary Shares, of whichwhich as of the date hereof, 6,316,403 [1,315,207] shares are issued and outstanding outstanding, no share is reserved for issuance pursuant to the Company’s stock option and 640,692 purchase plans, and 1,124,666 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes aforementioned options and the Warrants) exercisable or exchangeable for, or convertible into, Ordinary Shares, and (ii) 1,000,000 shares of no preferred stock, of which, none are issued and outstandingshares. 681,509 shares of Common Stock No Ordinary Shares are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and non-assessablenonassessable. 2,247,039 shares 3,955 of the Company’s issued and outstanding Common Stock Ordinary Shares on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding Ordinary Shares (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).
(i) None Except as disclosed in the SEC Documents, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Documents or in Schedule 3(q)(i), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in as disclosed in the SEC Documents, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) ), except as disclosed in the SEC Documents or in Schedule 3(q)(ii), there are no agreements or arrangements (other than pursuant to the Agreement) under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) except as disclosed in the SEC Documents, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) except as disclosed in the SEC Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers trueTrue, correct and complete copies of the Company’s Certificate of IncorporationMemorandum And Articles Of Association, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “BylawsAmended And Restated Memorandum And Articles Of Association”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Ordinary Shares and the material rights of the holders thereof in respect theretothereto have heretofore been filed as part of the SEC Documents or provided to the Buyer.
Appears in 1 contract
Equity Capitalization. As of the date hereof and as of the Closing Date, the Company has or will have, as the case may be, an authorized, issued and outstanding capitalization as is set forth in the Registration Statement and the Prospectus (subject, in each case, to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the Registration Statement and the Prospectus and the grant or issuance of options or shares under existing equity compensation plans or stock purchase plans described in the Registration Statement or the Prospectus), and such authorized capital stock conforms to the description thereof set forth in the Registration Statement and the Prospectus. All of the Securities conform to the description thereof contained in the Registration Statement and the Prospectus. The form of certificates for the Common Shares, the Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares, as applicable, will conform to the corporate law of the jurisdiction of the Company’s incorporation. As of the date hereof, the authorized capital stock of the Company consists of (i1) 100,000,000 190,000,000 shares of Common Stock, of whichwhich as of the date hereof, 6,316,403 20,204,065 shares are issued and outstanding and 640,692 outstanding, no shares are reserved for issuance pursuant to Convertible Securities (as defined below) the Company’s stock option and purchase plans and 2,568,940 shares are reserved for issuance pursuant to securities (other than the Notes aforementioned Preferred Shares and the Warrants) and exercisable or exchangeable for, or convertible into, Common Stock, (ii2) 1,000,000 10,000,000 shares of preferred stock, of whichpar value $0.001 per share, none of which are issued and outstanding. 681,509 outstanding as of the date hereof and (3) there are 1,433,376 shares of Common Stock are held in treasuryby non-affiliates of the Company. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares Except as disclosed on Schedule 3(f) hereto, (i) none of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries; (iii) there are no material outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in the Certificate of Designations) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has does not have any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are (as defined in Section 3(ww)) but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or any of its Subsidiaries’ Subsidiary’s respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished to Schedule 3(f) set forth the Buyers true, correct and complete copies material terms of any outstanding warrants of the Company’s Certificate of Incorporation, as amended including, without limitation, the exercise price, put rights or other special features and as in effect on the expiration date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (Taronis Technologies, Inc.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 100,000,000 shares of Common Stock, of which, 6,316,403 which 26,544,299 are issued and outstanding and 640,692 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 5,000,000 shares of preferred stock, of which, none which there are no issued and outstandingoutstanding shares. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, been validly issued and are fully paid and non-assessable. 2,247,039 6,591,668 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company. Except as set forth on Section 2.17 of the Company Disclosure Schedule or any of its Subsidiaries.
pursuant to the Transaction Documents: (i) None to the Company’s Knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any Subsidiarylimitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws); (ii) the Company’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its SubsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its SubsidiariesCompany; (iiiiv) there are no outstanding debt securities, notespreferred stock, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any amounts filed in connection with the Company or with respect to any of its Subsidiariesoutstanding Indebtedness; (vvi) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vivii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiariesCompany; (viiviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesPurchased Shares; (viiiix) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any no stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixx) neither the Company nor any of its Subsidiaries does not have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses business and which, individually or in the aggregate, do which does not or could would not reasonably be expected to have a Material Adverse Effect. The Company has furnished to the Buyers Buyer true, correct and complete copies of the Company’s Amended and Restated Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylawsAmended and Restated Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cogentix Medical Inc /De/)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of solely of: (i) 100,000,000 900,000,000 shares of Common Stock, of which, 6,316,403 which 505,720,453 are issued and outstanding and 640,692 shares 66,940,317 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) PFWs, and (ii) 1,000,000 50,000,000 shares of preferred stock, par value $0.0001 per share, of which, none which 2,188,905 are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and non-assessable. 2,247,039 shares Except as disclosed in Public Disclosures: (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersall Convertible Securities, directors and holders whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of at least 10% of the Company’s issued and outstanding Common Stock are any limitations on exercise or conversion (including “affiliates” blockers”) contained therein without conceding that any such Persons are “affiliates” identified Person is a 10% stockholder for purposes of federal securities laws); (ii) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryLiens; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any amounts filed in connection with Indebtedness of the Company or any of its Subsidiariessubsidiaries; (vvi) there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to as provided in the Registration Rights AgreementAgreement entered into by the Buyers and the Company contemporaneously herewith); (vivii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (viiviii) there are no securities or instruments containing anti-anti- dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiix) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers Public Disclosures contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”)date, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereof.
Appears in 1 contract
Sources: Exchange Agreement (Nuburu, Inc.)
Equity Capitalization. As of the date hereof, the authorized share capital stock of the Company consists of (i) 100,000,000 shares of Common Stock50,000,000 Ordinary Shares, of whichwhich as of the date hereof, 6,316,403 12,897,856 are issued and outstanding and 640,692 outstanding, 2,000,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) the Company’s share option and purchase plans and 0 share is reserved for issuance pursuant to securities (other than the Notes aforementioned options and the Warrants) exercisable or exchangeable for, or convertible into, Ordinary Shares and (ii) 1,000,000 shares of no preferred stock, of which, none are issued and outstandingshares. 681,509 shares of Common Stock No Ordinary Shares are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and non-assessablenonassessable. 2,247,039 shares 10,310,000 of the Company’s issued and outstanding Common Stock Ordinary Shares on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock Ordinary Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding Ordinary Shares (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% shareholder for purposes of federal securities laws).
(i) None Except as disclosed in the SEC Documents, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Documents or in Schedule 3(q)(i), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in as disclosed in the SEC Documents, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) ), except as disclosed in the SEC Documents or in Schedule 3(q)(ii), there are no agreements or arrangements (other than pursuant to the Registration Rights Agreement) under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) except as disclosed in the SEC Documents, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) except as disclosed in the SEC Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers trueTrue, correct and complete copies of the Company’s Certificate Memorandum and Articles of IncorporationAssociation, as amended and as in effect on the date hereof (the “Certificate Amended and Restated Memorandum and Articles of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “BylawsAssociation”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Ordinary Shares and the material rights of the holders thereof in respect theretothereto have heretofore been filed as part of the SEC Documents.
Appears in 1 contract
Equity Capitalization. As of the date hereofMay 28, 2025, the authorized capital stock of the Company consists solely of (i) 100,000,000 5,000,000,000 shares of Common Stock, of which, 6,316,403 which 79,864,949 are issued and outstanding and 640,692 shares and, 681,878,6624 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Convertible Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstandingand/or an Approved Share Plan. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and non-assessable. 2,247,039 shares Except as disclosed in the SEC Documents: (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersall Convertible Securities, directors and holders whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of at least 10% of the Company’s issued and outstanding Common Stock are any limitations on exercise or conversion (including “affiliates” blockers”) contained therein without conceding that any such Persons are “affiliates” identified Person is a 10% shareholder for purposes of federal securities laws); (ii) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryLiens; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) except for the Convertible Note and convertible notes issued since May 20, 2025 in the principal aggregate amount of approximately $2,128,127, there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (vvi) there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to as provided in the Registration Rights Agreement); (vivii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (viiviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiix) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the . The SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”)date, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereof. 4 Includes 250% of shares issuable upon conversion or cash exercise of outstanding notes and warrants, respectively.
Appears in 1 contract
Sources: Securities Purchase Agreement (Mullen Automotive Inc.)
Equity Capitalization. As of the date hereof, the authorized issued capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which, 6,316,403 are 13,437,309 issued and outstanding Ordinary Shares and 640,692 shares are 2,911,548 Ordinary Shares reserved for issuance pursuant to capital stock or other securities of the Company or any of its Subsidiaries that are at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company or any of its Subsidiaries (“Convertible Securities (as defined belowSecurities”) (other than relating to the Notes and the Warrants) and Securities), (ii) 1,000,000 633,333 deferred B shares of preferred stock£0.001 each, of which, none are which were previously issued and outstanding. 681,509 have all expired, and (iii) 400,000 deferred C shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized £0.001 each, which were previously issued and have been, or upon issuance will be, validly issued and are fully paid and non-assessableall expired. 2,247,039 3,729,516 shares of the Company’s issued and outstanding Common Stock Ordinary Shares, on a fully diluted basis, on the date hereof are owned by Persons a Person who are is an “affiliatesaffiliate” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock Ordinary Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. Except as disclosed in the PPM and the Form 20-F, (i) None none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; Securities and (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate Memorandum of IncorporationAssociation, as amended and as in effect on the date hereof (the “Certificate Memorandum of IncorporationAssociation”), and the Company’s bylawsArticles of Association, as amended and as in effect on the date hereof (the “BylawsArticles of Association”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Ordinary Shares and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Morria Biopharmaceuticals PLC)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which, 6,316,403 which 25,275,893 are issued and outstanding and 640,692 1,449,043 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 25,000,000 shares of preferred stock, of which, which none are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 3,078,134 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliatesAffiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliatesAffiliates” without conceding that any such Persons are “affiliatesAffiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. Except as disclosed in the SEC Documents, (i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC DocumentsDocuments (collectively, the “Company Stock Plans”), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights this Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreementagreement other than pursuant to the Company Stock Plans; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished to the Buyers SEC Documents contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of whichwhich as of the date hereof, 6,316,403 30,284,414 shares are issued and outstanding and 640,692 outstanding, 2,061,393 shares are reserved for issuance pursuant to Convertible Securities (as defined below) the Company’s stock option and purchase plans and 1,599,998 shares are reserved for issuance pursuant to securities (other than the Notes aforementioned options and the WarrantsNotes) and exercisable or exchangeable for, or convertible into, Common Stock, (ii) 1,000,000 10,000,000 shares of preferred stock, of which, none which 0 shares are issued and outstanding. 681,509 outstanding and (iii) there are 12,450,874 shares of Common Stock are held in treasuryby non-affiliates of the Company (total shares issued and outstanding without officers and directors). All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares Except as disclosed in Schedule 3(r), (i) none of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC Documentsset forth above, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or any of its Subsidiaries’ Subsidiary’s respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylawsBylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 750,000,000 shares of Common Stock, of which, 6,316,403 115,646,267 are issued and outstanding and 640,692 609,434,558 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the WarrantsNote) and (ii) 1,000,000 5,000,000 shares of preferred stock, of which, none 8,160 are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 To the Company’s knowledge, 12,742,636 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC DocumentsReports, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Reports, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) except as disclosed in the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC’s E▇▇▇▇ system) to the Buyers Investor true, correct and complete copies of the Company’s Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the ,
(i) The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which, 6,316,403 are issued and outstanding and 640,692 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstanding. 681,509 250,000,000 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 10,000,000 shares of the Company’s Preferred Stock, par value $0.001 per share.
(ii) The issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any consists of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any 56,974,623 shares of its Subsidiaries is or may become bound to issue additional Common Stock. The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and have not been issued in violation of or are not otherwise subject to any preemptive or other similar rights.
(iii) The Company has reserved 20,719,465 shares of its Subsidiaries Common Stock for issuance upon the exercise of stock options granted or available for future grant under the Company's stock option plan.
(iv) The Company has reserved 2,181,528 shares of Common Stock for purchase under the Company's Employee Stock Purchase Plan. With the exception of the foregoing, there are (i) no outstanding subscriptions, options, warrants, scrip, rights to subscribe to, calls convertible or commitments of any character whatsoever relating to, or exchangeable securities or other rights convertible into, granted to or exercisable by the Company to purchase shares of Common Stock or exchangeable for, any capital stock other securities of the Company and there are no commitments, or agreements to issue any shares of Common Stock or any of its Subsidiariessecurity convertible into or exchangeable for Common Stock; (iiiii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(q)) of the Company or any of its Subsidiaries Subsidiary or by which the Company or any of its Subsidiaries Subsidiary is or may become bound; (iviii) there are no financing statements securing obligations except as set forth in any amounts filed in connection with Exhibit 10.5 of the Company or any of its Subsidiaries; (v) Company's Form 10-K for the year ended July 31, 2003, there are no agreements or arrangements under which the Company or any of its Subsidiaries Subsidiary is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); and (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (viiiv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 100,000,000 5,000,000,000 shares of Common Stock, of which, 6,316,403 which 3,673,608 are issued and outstanding and 640,692 shares 29,658,8044 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Convertible Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstandingand/or an Approved Share Plan. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and non-assessable. 2,247,039 shares Except as disclosed in the SEC Documents: (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersall Convertible Securities, directors and holders whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of at least 10% of the Company’s issued and outstanding Common Stock are any limitations on exercise or conversion (including “affiliates” blockers”) contained therein without conceding that any such Persons are “affiliates” identified Person is a 10% shareholder for purposes of federal securities laws); (ii) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryLiens; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) except for the Convertible Note, there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (vvi) there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to as provided in the Registration Rights Agreement); (vivii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (viiviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiix) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the . The SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”)date, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereof. 4 Includes 250% of shares issuable upon conversion or cash exercise of outstanding notes and warrants, respectively.
Appears in 1 contract
Sources: Securities Purchase Agreement (Mullen Automotive Inc.)
Equity Capitalization. (i) As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 300,000,000 shares of Common Stock, of whichwhich as of the date hereof, 6,316,403 [178,635,325] are issued and outstanding and 640,692 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 no shares of preferred stock, of which, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, been validly issued and are fully paid and non-assessablenonassessable and were issued in full compliance with applicable state and federal securities law and any rights of third parties. 2,247,039 shares All of the Company’s issued and outstanding Common Stock on the date hereof shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, and were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued , beneficially and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company record, subject to no lien, encumbrance or any of its Subsidiaries.
(i) other adverse claim. None of the Company’s or any the Subsidiary’s share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in . Except with respect to the SEC DocumentsWarrants and the Placement Agent Warrants, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company or any of its Subsidiaries; (iii) . Except as set forth in the Disclosure Schedule, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there . There are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) . Except as set forth in the Disclosure Schedule, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); .
(viii) there are no outstanding securities or instruments The issuance and sale of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which Securities hereunder will not obligate the Company to issue or offer to issue shares of Common Stock or other securities to any of its Subsidiaries is or may become bound to redeem a security other Person (other than the Buyers) and will not result in the adjustment of the Company exercise, conversion, exchange or reset price of any of its Subsidiaries; outstanding security.
(viiiii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s bylawsBylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Composite Technology Corp)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 24,000,000 shares of Common Stock, of which, 6,316,403 6,282,761 are issued and outstanding and 640,692 4,022,844 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes Series C Preferred Shares and the Warrants) ), and (ii) 1,000,000 20,000,000 shares of preferred stock, of which, none which 0 are Series A Convertible Preferred Stock issued and outstanding and 79,246 are Series B Convertible Preferred Stock issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares of Common Stock are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 66,483 shares of the Company’s issued and outstanding Common Stock on the date hereof Stock, as of November 13, 2017, are owned by Persons who are “affiliates” (as defined in Rule 405 Affiliates of the 1933 Act and calculated based on Company. Except as disclosed in the assumption that only officersSEC Documents: (i) to the Company’s knowledge, directors and holders of at least no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock are (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “affiliates” blockers”) contained therein without conceding that any such Persons are “affiliates” identified Person is a 10% stockholder for purposes of federal securities laws); (ii) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiaryencumbrances; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its SubsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or (other than as may be issued from time to time under any of its Subsidiariesequity incentive plan maintained); (iiiiv) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its SubsidiariesCompany; (vvi) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vivii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiariesCompany; (viiviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiix) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any no stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixx) neither the Company nor any of its Subsidiaries does not have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses business and which, individually or in the aggregate, do which does not or could not have a Material Adverse Effect. The Company has furnished to the Buyers SEC Documents contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.thereof. DM_US 86580026-11.096039.0012 ▇▇▇▇-▇▇▇▇-▇▇▇▇, v. 1
Appears in 1 contract
Sources: Securities Purchase Agreement (Skyline Medical Inc.)
Equity Capitalization. As of the date hereof, the authorized issued capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which, 6,316,403 are 12,593,655 issued and outstanding Ordinary Shares and 640,692 shares are 3,872,154 Ordinary Shares reserved for issuance pursuant to capital stock or other securities of the Company or any of its Subsidiaries that are at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company or any of its Subsidiaries (“Convertible Securities (as defined belowSecurities”) (other than relating to the Notes and the Warrants) and Securities), (ii) 1,000,000 633,333 deferred B shares of preferred stock£0.001 each, of which, none are which were previously issued and outstanding. 681,509 have all expired, and (iii) 400,000 deferred C shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized £0.001 each, which were previously issued and have been, or upon issuance will be, validly issued and are fully paid and non-assessableall expired. 2,247,039 3,729,516 shares of the Company’s issued and outstanding Common Stock Ordinary Shares, on a fully diluted basis, on the date hereof are owned by Persons a Person who are is an “affiliatesaffiliate” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock Ordinary Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. Except as disclosed in the Form 20-F, (i) None except for liens granted to the investors in the April 2012 Private Placement, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; Securities and (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate Memorandum of IncorporationAssociation, as amended and as in effect on the date hereof (the “Certificate Memorandum of IncorporationAssociation”), and the Company’s bylawsArticles of Association, as amended and as in effect on the date hereof (the “BylawsArticles of Association”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Ordinary Shares and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Morria Biopharmaceuticals PLC)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 3,000,000 shares of preferred stock, par value $0.001 per share, of which 2,000,000 shares are designated as Series A Convertible Preferred Stock (“Series A Preferred Stock”), and 25,000,000 shares of Common Stock. As of the date hereof, 1,247,668 shares of which, 6,316,403 Series A Preferred Stock are issued and outstanding and 640,692 7,650,165 shares of Common Stock are issued and outstanding, of which 6,818,142 shares of Common Stock are held by non-affiliates of the Company. As of the date hereof, 2,535,885 shares are reserved for issuance upon conversion of the Series A Preferred Stock, 482,550 shares of Common Stock are reserved for issuance upon conversion of the Company’s 8% Subordinated Convertible Notes due November 30, 2018 and January 31, 2019 (collectively, the “8% Notes”), 1,056,644 shares of Common Stock are reserved for issuance upon exercise of outstanding warrants and 516,342 shares of Common Stock are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes Company's stock option and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstanding. 681,509 shares of Common Stock are held in treasurypurchase plans. All of such outstanding shares are duly authorized and have been, or upon issuance will be, been validly issued and are fully paid and non-assessable. 2,247,039 shares Except as disclosed in the SEC Documents, (i) none of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries; (iii) , there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, other than the Taglich Loans; (iv) , there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) , there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) , there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are but not so disclosed in the SEC Documents, other than the Taglich Loans and those incurred in the ordinary course of the Company’s 's or any of its Subsidiaries’ Subsidiary's' respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s bylaws's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Air Industries Group)
Equity Capitalization. (i) As of the date hereofJuly 1, 2024, the authorized share capital stock of the Company consists of (i) 100,000,000 shares of Common StockOrdinary Shares, of which, 6,316,403 which 37,326,763 Ordinary Shares are issued and outstanding and 640,692 10,798,300 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than outstanding securities exercisable or exchangeable for, or convertible into, Ordinary Shares. No Ordinary Shares are held in the Notes and treasury of the Warrants) and Company.
(ii) 1,000,000 shares of preferred stock, of which, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such the Company’s outstanding shares Ordinary Shares are duly authorized and have been, or upon issuance will be, been validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares All Ordinary Shares underlying convertible securities are duly authorized and, upon issuance in accordance with the terms of the Company’s issued agreements governing such convertible securities, will be validly issued, fully paid and outstanding Common Stock on nonassessable. Schedule 4(c)(ii) sets forth the number of Ordinary Shares that are (A) reserved for issuance pursuant to convertible securities and (B) as of the date hereof are hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock Ordinary Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, except as set forth in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding Ordinary Shares (calculated based on the assumption that all convertible securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% shareholder for purposes of federal securities laws).
(iii) Except as set forth on Schedule 4(c)(iii), (i) None none of the Company’s or any Subsidiary’s capital stock is shares are subject to preemptive rights or any other similar rights or any liens or liens, encumbrances and defects (“Liens”) suffered or permitted by the Company or any Subsidiary; , (ii) except as disclosed in neither the SEC DocumentsCompany nor any Subsidiary has any outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company Company’s or any of its SubsidiariesSubsidiary’s shares, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock Ordinary Shares of the Company or any shares of capital stock of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any of the Company’s shares or exercisable or exchangeable for, any of capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Securities Act (except pursuant to the Registration Rights Agreement); , (viv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; , (viivi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; Securities as described in this Agreement and (viiivii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has does not have any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 100,000,000 shares of Common Stock, of which, 6,316,403 55,102,055 shares of Common Stock are issued and outstanding and 640,692 2,174,710 shares are reserved for issuance pursuant to outstanding Convertible Securities (as defined below) (other than the Notes and the WarrantsWarrants or in connection with the Concurrent Offering) and (ii) 1,000,000 5,000,000 shares of preferred stock, none of which, none which are issued and outstanding. 681,509 shares “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock are held in treasuryStock) or any of its Subsidiaries. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 shares of Except as disclosed in the Company’s issued and outstanding Common Stock on SEC Documents or as contemplated by the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersConcurrent Offering, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities Convertible Securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Smith Micro Software, Inc.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 300,000,000 shares of Common Stock, of which, 6,316,403 24,812,517 are issued and outstanding and 640,692 5,875,938 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes and the WarrantsExchanged Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 5,000,000 shares of preferred stock, of which, none which 926,942 are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 783,381 shares of the Company’s issued and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. To the Company’s knowledge, as of the date hereof, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined in the Exchanged Note), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). Except as disclosed in Schedule 3.9: (i) None none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Securities Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers Holders true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereto that have not been disclosed in the SEC Documents.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 74,000,000 shares of Common Stock, of which, 6,316,403 which 12,609,280 are issued and outstanding and 640,692 2,218,021 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes Common Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 shares of preferred stock, none of which, none which are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 6,513,000 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). Except as disclosed in Schedule 3(r): (i) None none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (China Armco Metals, Inc.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 100,000,000 shares of Common Stock1,000,000,000 Ordinary Shares, of which, 6,316,403 are issued and outstanding and 640,692 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none which approximately 104,424,772 are issued and outstanding. 681,509 shares of Common Stock 860,036 Ordinary Shares are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and non-assessable. 2,247,039 shares Except as disclosed in the SEC Documents: (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” Ordinary Shares (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersall Convertible Securities, directors and holders whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of at least 10% of the Company’s issued and outstanding Common Stock are any limitations on exercise or conversion (including “affiliates” blockers”) contained therein without conceding that any such Persons are “affiliates” identified Person is a 10% shareholder for purposes of federal securities laws); (ii) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is and the capital stock of its subsidiaries are not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryLiens; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) except for the Convertible Notes, there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the . The SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers contain true, correct and complete copies of the Company’s Certificate Articles of IncorporationAssociation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”)date, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Ordinary Shares and the material rights of the holders thereof in respect theretothereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (Hub Cyber Security Ltd.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which, 6,316,403 57,344,870 are issued and outstanding and 640,692 and, except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes and the WarrantsPreferred Shares) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 10,000,000 shares of preferred stock, of which, which none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 28,571,040 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed in the SEC Documents, to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).
(i) None Except as disclosed in the SEC Documents, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances Liens suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed set forth in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as set forth in the SEC Documents, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing material Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as set forth in the SEC Documents, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as set forth in the SEC Documents, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights this Agreement); (vi) except as set forth in the SEC Documents, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) except as set forth in the SEC documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed set forth in the SEC Documentsdocuments, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 100,000,000 shares of Common StockOrdinary Shares, of which, 6,316,403 which 29,640,965 are issued and outstanding and 640,692 shares 6,236,741 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) ), and (ii) 1,000,000 shares of preferred stockpreference shares, of which, which none are issued and outstanding. 681,509 shares of Common Stock No Ordinary Shares are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 1,165,628 shares of the Company’s issued and outstanding Common Stock on Ordinary Shares, as of the date hereof hereof, are owned by officers, directors and, to the best of the Company’s knowledge, other Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock Ordinary Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
Company. Except as disclosed in the SEC Documents: (i) None to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding Ordinary Shares (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any Subsidiarylimitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws); (ii) the Company’s capital stock is and the capital stock of its subsidiaries are not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiaryencumbrances; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (vvi) there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights AgreementAgreement or as set forth on Schedule 3(r)); (vivii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (viiviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiix) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixx) neither the Company nor any of its Subsidiaries does not have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses business and which, individually or in the aggregate, which do not or could and would not reasonably be expected to have a Material Adverse Effect. The Company has furnished to the Buyers SEC Documents contain true, correct and complete copies of the Company’s Certificate certificate of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”)date, and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”)hereof, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Ordinary Shares and the material rights of the holders thereof in respect theretothereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (NAKED BRAND GROUP LTD)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (ix) 100,000,000 15,000,000 shares of Common Stock, of whichwhich as of the date hereof, 6,316,403 5,473,519 shares are issued and outstanding and 640,692 outstanding, 685,953 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (the Company’s employee incentive plans and other than the Notes options and the Warrants) warrants outstanding, and (iiy) 1,000,000 2,000,000 shares of preferred stock, par value $0.01 per share, of which, which none are is issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 Except as set forth above in this Section 3(o) or on Schedule 3(o)(1): (i) no shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC Documents, there are no Company has not issued or is a party to any outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no outstanding financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with to cover assets of the Company or any of its SubsidiariesCompany; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesCommon Shares; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has does not have any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of and its Subsidiaries have any no liabilities or obligations that are required to be disclosed in the SEC Documents which are but that were not so disclosed in the SEC DocumentsDocuments prior to the time of filing the Form 15, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ any Subsidiary’s respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer upon Buyer’s request, true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylawsBylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. Schedule 3(o)(2) sets forth (i) the shares of Common Stock owned beneficially or of record by each director and executive officer of the Company and (ii) any rights, warrants or options to subscribe for or purchase any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock and any stock or securities convertible into or exercisable or exchangeable for Common Stock (“Common Stock Equivalents”) held by each director and executive officer of the Company, including, if applicable, the individual and weighted exercise prices of each Common Stock Equivalent, vesting schedules, conditions to vesting and any other material terms thereof.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the The authorized capital stock of the Company consists is set forth in the SEC Reports. As of (i) 100,000,000 the date of this Agreement, all of the outstanding shares of capital stock of the Company, including, without limitation, the Common StockShares, of which, 6,316,403 are issued and outstanding and 640,692 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 To the Company's knowledge, as of the date of this Agreement, approximately 171,827 shares of the Company’s 's issued and outstanding Common Stock on the date hereof Shares are owned by Persons who are “"affiliates” " (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s 's issued and outstanding Common Stock Shares are “"affiliates” " without conceding that any such Persons are “"affiliates” " for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company's knowledge, except for entities affiliated with the officers and directors of the Company or as disclosed in the Public Reports, no Person owns 10% or more of the Company's issued and outstanding Common Shares (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including "blockers") contained therein without conceding that such identified Person is a 10% shareholder for purposes of federal securities laws).
(i) None Except as disclosed in SEC Reports, none of the Company’s 's or any Subsidiary’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC DocumentsReports, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Reports, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) except as disclosed in the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) except as disclosed in the SEC Reports, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesNote; (viii) except as disclosed in the SEC DocumentsReports, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Reports which are not so disclosed in the SEC DocumentsPublic Reports, other than those incurred in the ordinary course of the Company’s 's or its Subsidiaries’ ' respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC's ▇▇▇▇▇ system) to the Buyers Investor true, correct and complete copies of the Company’s Certificate 's articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"Charter"), and the Company’s 's bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect thereto. "Common Shares" means (i) the Company's Common Shares, US$0.01 par value per share, and (ii) any capital stock into which such Common Shares shall have been changed or any share capital resulting from a reclassification of such Common Shares. "Convertible Securities" means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Shares) or any of its Subsidiaries.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 200,000,000 shares of Common Stock, of which, 6,316,403 3,961,287 are issued and outstanding and 640,692 and, except as disclosed in the SEC Reports, no shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes and the WarrantsConversion Shares) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 15,000,000 shares of preferred stock, of which, which none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 1,938,523 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” Affiliates (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” Affiliates without conceding that any such Persons are “affiliates” Affiliates for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the best of the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances Liens suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing material Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Securities Act (except pursuant to the Registration Rights this Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Reports which are not so disclosed in the SEC DocumentsReports, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers Purchasers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”)hereof, and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretohereof.
Appears in 1 contract
Equity Capitalization. (i) As of the date hereofJanuary 11, 2021, the authorized share capital stock of the Company consists of (i) 100,000,000 shares of Common Stock50,000,000 Ordinary Shares, of which, 6,316,403 which 48,043,788 shares are issued and outstanding and 640,692 178,000 shares are reserved for issuance pursuant to Convertible Securities securities exercisable or exchangeable for, or convertible into, Ordinary Shares. No Ordinary Shares are held in the treasury of the Company. On September 4, 2020, at the Annual Meeting of Stockholders a proposal to increase the number of authorized ordinary shares to 150,000,000 was approved, such proposal was also approved by the Company’s Board of Directors (as defined below) (other than the Notes “Capitalization Amendment”), and is pending with the Warrants) and Cayman Island Registrar of Companies.
(ii) 1,000,000 shares of preferred stock, of which, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, been validly issued and are fully paid and non-assessablenonassessable. 2,247,039 All shares underlying convertible securities are duly authorized and, upon issuance in accordance with the terms of the Company’s issued agreements governing such convertible securities, will be validly issued, fully paid and outstanding Common Stock on nonassessable. Schedule 4(c)(ii) sets forth the number of Ordinary Shares that are (A) reserved for issuance pursuant to convertible securities and (B) as of the date hereof are hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock Ordinary Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding Ordinary Shares (calculated based on the assumption that all convertible securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% shareholder for purposes of federal securities laws).
(iii) Except as set forth on Schedule 4(c)(iii) or as disclosed in the SEC Documents (as defined below), (i) None none of the Company’s or any Subsidiary’s capital stock is shares are subject to preemptive rights or any other similar rights or any liens or liens, encumbrances and defects (“Liens”) suffered or permitted by the Company or any Subsidiary; , (ii) except as disclosed in neither the SEC DocumentsCompany nor any Subsidiary has any outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company Company’s or any of its SubsidiariesSubsidiary’s shares, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock Ordinary Shares of the Company or any shares of capital stock of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any of the Company’s shares or exercisable or exchangeable for, any of capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Securities Act (except pursuant to the Registration Rights Agreement); , (viv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; , (viivi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; Securities as described in this Agreement and (viiivii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has does not have any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 500,000,000 shares of Common Stock, of which, 6,316,403 23,069,141 are issued and outstanding and 640,692 8,425,672 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 50,000,000 shares of preferred stock, of which, which none are issued and outstanding. 681,509 2,350 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 6,159,859 shares of the Company’s issued and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances Liens suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Documents, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (viiv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesNote; (viiivii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixvii) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not reasonably be expected to have a Material Adverse Effect. The Company has furnished to the Buyers Investor, or filed publicly with the SEC on the ▇▇▇▇▇ System, true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Intercloud Systems, Inc.)
Equity Capitalization. (i) As of the date hereofexecution of this Agreement, the authorized capital stock of the Company consists of (iA) 100,000,000 shares 781,250,000 Class A Ordinary Shares and (B) 781,250,000 class B Ordinary Shares (“Class B Shares”). As of Common Stockthe execution of this Agreement, of which, 6,316,403 are (1) 2,905,930 Ordinary Shares were issued and outstanding and 640,692 shares are reserved for issuance pursuant to Convertible Securities (as defined below2) (other than the Notes 1,459,438 Class B Shares were issued and the Warrants) and outstanding.
(ii) 1,000,000 shares of preferred stock, of which, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 shares of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) capital stock of the Company or any of its Subsidiariesare duly authorized, validly issued, fully paid and nonassessable.
(iiii) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except Except as disclosed in the SEC DocumentsReports, there are no outstanding subscriptions, options, warrants, scripcalls, convertible securities or other contracts (or any rights, preemptive rights or rights of first offer) relating to subscribe to, calls the issuance or commitments repurchase of any character whatsoever relating tocapital stock, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock other equity interests of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by to which the Company or any of its Subsidiaries is a party, or may become bound by which it is bound, obligating the Company or any of its Subsidiaries to issue additional (A) issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock or other equity interests of the Company or any of its Subsidiaries or optionssecurities, warrantsbonds, scripdebentures, rights to subscribe tonotes or other obligations convertible into or exchangeable for such shares of capital stock or other equity interests, calls (B) grant, extend or commitments of enter into any character whatsoever relating tosuch subscription, or option, warrant, call, convertible securities or rights convertible intoother contract (or any such right, preemptive right or exercisable right of first offer) or exchangeable for, (C) redeem or otherwise acquire any number of such shares of capital stock or other equity interests.
(iv) The SEC Reports set forth, as of the execution of this Agreement, the name and jurisdiction of organization of each Subsidiary of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by joint venture to which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretoparty.
Appears in 1 contract
Sources: Securities Purchase Agreement (Mobile-Health Network Solutions)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 10,000,000 shares of Common Stock, of which, 6,316,403 3,801,991 are issued and outstanding and 640,692 1,449,618 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes Notes, the Warrants and the WarrantsPlacement Agent Warrant) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 3,000,000 shares of preferred stock, of which, which none are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 450,365 shares of the Company’s 's issued and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are “"affiliates” " (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s 's issued and outstanding Common Stock are “"affiliates” " without conceding that any such Persons are “"affiliates” " for purposes of federal securities laws) of the Company or any of its Subsidiaries.. To the Company's knowledge, no Person owns 10% or more of the Company's issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including "blockers") contained therein without conceding that such identified
(i) None of the Company’s 's or any Subsidiary’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC DocumentsSchedule 3(r)(ii), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s 's or its Subsidiaries’ ' respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Socket Mobile, Inc.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 100,000,000 50,000,000 shares of Common Stock, of which, 6,316,403 4,800,000 are issued and outstanding and 640,692 no shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes), except as set forth on Schedule 3(r) attached to the Disclosure Letter. No approval of the shareholders is required for the issuance of the Notes and or the Warrants) and (ii) 1,000,000 shares Conversion Shares or any of preferred stock, of which, none are issued and outstandingthe Convertible Securities. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 4,272,000 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company Company. To the Company’s knowledge, no Person owns 10% or any of its Subsidiaries.
(i) None more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any Subsidiarylimitations on exercise or conversion (including “blockers”) contained therein without conceding in the private placement documentation that such identified Person is a 10% stockholder for purposes of federal securities laws). Except as set forth on Schedule 3(r) attached to the Disclosure Letter, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its SubsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its SubsidiariesCompany; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its SubsidiariesCompany; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights AgreementAgreement and a warrant issued to the Placement Agent); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiariesCompany; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has not issued any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means preferred stock, options, warrants or other securities directly or indirectly convertible into, exchangeable for or exercisable for Common Stock of the Company.
Appears in 1 contract
Equity Capitalization. As of the date hereofDecember 7, 2015, the authorized capital stock of the Company consists of (i) 100,000,000 750,000,000 shares of Common Stock, of which, 6,316,403 119,341,533 are issued and outstanding and 640,692 61,096,851 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the WarrantsNote) and (ii) 1,000,000 5,000,000 shares of preferred stock, of which, none 8,160 are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 To the Company’s knowledge, 2,933,931 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC DocumentsReports, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Reports, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) except as disclosed in the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC’s E▇▇▇▇ system) to the Buyers Investor true, correct and complete copies of the Company’s Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 50,000,000 shares of Common Stock, of which, 6,316,403 23,662,944 shares are issued and outstanding and 640,692 8,300,246 shares are reserved for issuance pursuant to Convertible Securities (as defined below) outstanding securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 5,000,000 shares of preferred stock, of which, which none are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 445,802 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements arrangements, by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its SubsidiariesSubsidiaries as a result of the transactions contemplated by this Agreement or the other Transaction Documents; (iii) except as disclosed in the SEC Documents, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in the SEC Documents, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights this Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisionsprovisions (except that the Company has the right to repurchase the Class A Warrants (as defined below) pursuant to the terms thereof), and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers Buyers, or made available via the SEC’s ▇▇▇▇▇ filing system, true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (ix) 100,000,000 40,000,000 shares of Common Stock, of whichwhich as of the date hereof, 6,316,403 12,479,400 are issued and outstanding, (excluding 367,225 shares held in treasury), 1,282,243 shares are reserved for issuance upon exercise of outstanding options, 1,050,721 are reserved for future grants pursuant to the Company's stock option and 640,692 purchase plans and non-plan option arrangements and no shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (iiy) 1,000,000 shares of preferred stock, of whichwhich as of the date hereof, none no shares are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 Except as disclosed in Schedule 3(q): (i) no shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s 's capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (viv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.;
Appears in 1 contract
Sources: Securities Purchase Agreement (G Iii Apparel Group LTD /De/)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of of: (ia) 100,000,000 5,000,000 shares of Common Stock, of whichwhich as of the date hereof, 6,316,403 1,245,267 are issued and outstanding and 640,692 100,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes Company’s stock option and the Warrants) purchase plans; and (iib) 1,000,000 shares of preferred stockPreferred Stock, of which, none which 6,970 shares of Series A Preferred Stock are issued and outstanding and 349 shares of Series B Preferred Stock are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, been validly issued and are fully paid and non-assessablenonassessable, and, subject to the Required Stockholder Approval and the filing of the Amended and Restated Certificate of Incorporation and the Series C Certificate of Designations, the Series D Certificate of Designations and the Series E Certificate of Designations with the Delaware Secretary, upon issuance of the Purchased Shares in accordance with the terms and conditions of this Agreement, such Purchased Shares will be validly issued, fully paid and nonassessable and the only outstanding shares of capital stock shall be such Purchased Shares and the outstanding shares described in clauses (a) and (b) of the first sentence of this Section 4.22. 2,247,039 shares Except as disclosed in Schedule 4.22, (a) none of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances Liens suffered or permitted by the Company or any SubsidiaryCompany; (iib) except as disclosed in the SEC Documents, there are no outstanding (i) options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or (ii) contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries Subsidiaries, or (iii) options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (vc) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Securities Act; (vid) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (viie) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesPurchased Share; and (viiif) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has does not have any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers Purchasers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”)Bylaws, and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Community Financial Shares Inc)
Equity Capitalization. As of the date hereof, the authorized issued capital stock of the Company consists of (i) 100,000,000 51,608,810 issued and outstanding shares of Common Stock, Stock and 5,955,775 shares of which, 6,316,403 are issued and outstanding and 640,692 shares are Common Stock reserved for issuance pursuant to capital stock or other securities of the Company or any of its Subsidiaries that are at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company or any of its Subsidiaries (“Convertible Securities (as defined belowSecurities”) (other than relating to the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstandingSecurities). 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 5,350,178 shares of the Company’s issued and outstanding shares of Common Stock Stock, on a fully diluted basis, on the date hereof are owned by Persons a Person who are is an “affiliatesaffiliate” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding shares of Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. Except as disclosed in the SEC Reports or as set forth on Schedule 5(t) attached hereto, (i) None none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; Securities and (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s bylawsby-laws, as amended and as in effect on the date hereof (the “BylawsBy-Laws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Marathon Patent Group, Inc.)
Equity Capitalization. As of the date hereofAugust 2, 2014, the authorized capital stock of the Company consists of (i) 100,000,000 300,000,000 shares of Common Stock, of which, 6,316,403 84,860,314 are issued and outstanding and 640,692 2,045,847 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Exchanged Notes and the Exchanged Warrants) and (ii) 1,000,000 exercisable or exchangeable for, or convertible into, shares of preferred stock, of which, none are issued and outstandingCommon Stock plus additional shares subject to restricted share units pursuant to the Company’s equity plan. 681,509 351,692 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares To the Company’s knowledge, as of the date hereof, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersall Convertible Securities (as defined in the Exchanged Note), directors and holders whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of at least 10% of the Company’s issued and outstanding Common Stock are any limitations on exercise or conversion (including “affiliates” blockers”) contained therein without conceding that any such Persons are “affiliates” identified Person is a 10% stockholder for purposes of federal securities laws) of the Company or any of its Subsidiaries.
). Except as disclosed in Schedule 4.9: (i) None none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Securities Act (except pursuant to the Registration Rights Agreement and as contemplated by the Securities Purchase Agreement); (viiii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (viiiv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiv) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixvi) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished or otherwise made available to the Buyers Holder true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereto that have not been disclosed in the SEC Documents.
Appears in 1 contract
Sources: Amendment, Consent and Exchange Agreement (Wet Seal Inc)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 Seven Hundred Million (700,000,000) shares of Common Stock, of which, 6,316,403 6,077,888 are issued and outstanding and 640,692 37,150 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the WarrantsPreferred Shares) and (ii) 1,000,000 Ten Million (10,000,000) shares of preferred stock, of which, none are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 3,142,664 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documentsset forth on Schedule 3(r), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as set forth on Schedule 3(r), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as set forth on Schedule 3(r), there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) except as set forth on Schedule 3(r), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Genius Brands International, Inc.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 100,000,000 500,000,000 shares of Common Stock, of which, 6,316,403 1,738,955 shares of Common Stock are issued and outstanding and 640,692 2,831,803 shares are reserved for issuance pursuant to outstanding Convertible Securities (as defined below) (other than the Notes and the Warrants) Preferred Shares); and (ii) 1,000,000 10,000,000 shares of preferred stockPreferred Stock, of whichwhich no shares of Series A Convertible Preferred Stock are issued and outstanding, none 2,229 shares of Series B Convertible Preferred Stock are issued and outstanding and no shares of Series X Convertible Preferred Stock are issued and outstanding. 681,509 shares “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock are held in treasuryStock) or any of its Subsidiaries. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 shares of Except as disclosed in the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersSEC Documents, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except for the Bridge Note and Convertible Notes (as both terms are defined below), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Amended and Restated Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylawsAmended and Restated Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities Convertible Securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Catheter Precision, Inc.)
Equity Capitalization. As of the date hereof, the The authorized capital stock of the Company consists is set forth in the SEC Reports. As of (i) 100,000,000 the date of this Agreement, all of the outstanding shares of capital stock of the Company, including, without limitation, the Common StockShares, of which, 6,316,403 are issued and outstanding and 640,692 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 To the Company's knowledge, as of the date of this Agreement, approximately [●] shares of the Company’s 's issued and outstanding Common Stock on the date hereof Shares are owned by Persons who are “"affiliates” " (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s 's issued and outstanding Common Stock Shares are “"affiliates” " without conceding that any such Persons are “"affiliates” " for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company's knowledge, except for entities affiliated with the officers and directors of the Company or as disclosed in the Public Reports, no Person owns 10% or more of the Company's issued and outstanding Common Shares (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including "blockers") contained therein without conceding that such identified Person is a 10% shareholder for purposes of federal securities laws).
(i) None Except as disclosed in SEC Reports, none of the Company’s 's or any Subsidiary’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC DocumentsReports, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Reports, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) except as disclosed in the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) except as disclosed in the SEC Reports, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesNote; (viii) except as disclosed in the SEC DocumentsReports, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Reports which are not so disclosed in the SEC DocumentsPublic Reports, other than those incurred in the ordinary course of the Company’s 's or its Subsidiaries’ ' respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC's ▇▇▇▇▇ system) to the Buyers Investor true, correct and complete copies of the Company’s Certificate 's articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"Charter"), and the Company’s 's bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect thereto. "Common Shares" means (i) the Company's Common Shares, US$0.01 par value per share, and (ii) any capital stock into which such Common Shares shall have been changed or any share capital resulting from a reclassification of such Common Shares. "Convertible Securities" means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Shares) or any of its Subsidiaries.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 100,000,000 150,000,000 shares of Common Stock, of which, 6,316,403 113,985,916 shares are issued and outstanding and 640,692 15,000,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstanding. 681,509 shares of Common Stock are held in treasuryissuance. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 As of the date hereof, approximately 26,000,000 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company Company. Except as set forth in the SEC Documents or any of its Subsidiaries.
in Schedule 2 attached to the Disclosure Letter: (i) None none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its SubsidiariesCompany; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its SubsidiariesCompany; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Securities Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiariesCompany; and (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse EffectSubscription Shares. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.DLA Draft: 1 December 2016
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of solely of: (i) 100,000,000 250,000,000 shares of Common Stock, of which, 6,316,403 which 50,333,664 are issued and outstanding and 640,692 shares 20,000,000 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) Convertible Notes, and (ii) 1,000,000 50,000,000 shares of preferred stock, par value $0.0001 per share, of which, none which 2,388,905 are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and non-assessable. 2,247,039 shares Except as disclosed in Public Disclosures: (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersall Convertible Securities, directors and holders whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of at least 10% of the Company’s issued and outstanding Common Stock are any limitations on exercise or conversion (including “affiliates” blockers”) contained therein without conceding that any such Persons are “affiliates” identified Person is a 10% stockholder for purposes of federal securities laws); (ii) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryLiens; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) except for the Convertible Note, there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (vvi) there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to as provided in the Registration Rights Agreement); (vivii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (viiviii) there are no securities or instruments containing anti-anti- dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiix) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers Public Disclosures contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”)date, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereof.
Appears in 1 contract
Equity Capitalization. As of the Original Date and the date hereof, the authorized capital stock of the Company consists consisted and consists, respectively, of (i) 100,000,000 60,000,000 shares of Class A Common Stock, of whichwhich as of the Original Date and the date hereof, 6,316,403 34,660,657 are issued and outstanding and 640,692 4,817,619 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes Company’s stock option and the Warrants) and purchase plans, (ii) 1,000,000 10,000,000 shares of Class B Common Stock, $0.10 par value (the “Class B Common Stock”), of which as of the Original Date and the date hereof, 1,500,000 are issued and outstanding and (iii) 2,000,000 shares of preferred stock, $.01 par value per share, of which, which as of the Original Date and the date hereof none are of which is issued and outstanding. 681,509 shares of Common Stock are held in treasuryoutstanding or reserved for issuance. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares Except as disclosed in Schedule 3(r): (i) none of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except other than the Original Series A Warrants and warrants to purchase an aggregate of 2,109,275 shares of Class A Common Stock issued in connection with that Securities Purchase Agreement (the “June 2004 Purchase Agreement”), dated as disclosed in of June 29, 2004, by and among the SEC DocumentsCompany and the purchasers signatory thereto (such purchasers, the “June 2004 Participants”), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(s)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its SubsidiariesCompany; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has does not have any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished to the Buyers Buyer true, correct and complete copies of the Company’s Restated Certificate of Incorporation, as amended and as in effect on the Original Date and the date hereof (the “Certificate of Incorporation”), and the Company’s bylawsBy-laws, as amended and as in effect on the Original Date and the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 100,000,000 5,000,000,000 shares of Common Stock, of which, 6,316,403 which 61,595,743 are issued and outstanding and 640,692 shares 81,620,446 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Convertible Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstandingand/or an Approved Share Plan. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and non-assessable. 2,247,039 shares Except as disclosed in the SEC Documents: (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersall Convertible Securities, directors and holders whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of at least 10% of the Company’s issued and outstanding Common Stock are any limitations on exercise or conversion (including “affiliates” blockers”) contained therein without conceding that any such Persons are “affiliates” identified Person is a 10% shareholder for purposes of federal securities laws); (ii) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryLiens; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) except for the Convertible Note, there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (vvi) there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to as provided in the Registration Rights Agreement); (vivii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (viiviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiix) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the . The SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”)date, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (Mullen Automotive Inc.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 300,000,000 shares of Common Stock, of which, 6,316,403 19,510,999 are issued and outstanding and 640,692 shares 5,437,381shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes and the WarrantsExchanged Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 5,000,000 shares of preferred stock, of which, none which 926,942 are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 783,807 shares of the Company’s issued and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. To the Company’s knowledge, as of the date hereof, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined in the Exchanged Note), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). Except as disclosed in Schedule 3.9: (i) None none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Securities Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers Holders true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereto that have not been disclosed in the SEC Documents.
Appears in 1 contract
Sources: Second Amendment and Exchange Agreement (Pacific Ethanol, Inc.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of solely of: (i) 100,000,000 250,000,000 shares of Common Stock, of which, 6,316,403 which 73,546,533 are issued and outstanding and 640,692 shares 10,000,000 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) Convertible Notes, and (ii) 1,000,000 50,000,000 shares of preferred stock, par value $0.0001 per share, of which, none which 2,188,905 are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and non-assessable. 2,247,039 shares Except as disclosed in Public Disclosures: (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersall Convertible Securities, directors and holders whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of at least 10% of the Company’s issued and outstanding Common Stock are any limitations on exercise or conversion (including “affiliates” blockers”) contained therein without conceding that any such Persons are “affiliates” identified Person is a 10% stockholder for purposes of federal securities laws); (ii) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryLiens; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) except for the Convertible Note, there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)subsidiaries; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (vii) there are no securities or instruments containing anti-anti- dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers Public Disclosures contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”)date, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereof.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 150,000,000 shares of Common Stock, of which, 6,316,403 70,539,499 are issued and outstanding and 640,692 51,479,544 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 5,000,000 shares of preferred stock, none of which, none which are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares Except as disclosed in the SEC Documents, to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersall Convertible Securities (as defined below), directors and holders whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of at least 10% of the Company’s issued and outstanding Common Stock are any limitations on exercise or conversion (including “affiliates” blockers”) contained therein without conceding that any such Persons are “affiliates” identified Person is a 10% stockholder for purposes of federal securities laws) of the Company or any of its Subsidiaries).
(i) None Except pursuant to the Stock Pledge and Security Agreement, dated June 1, 2010, by and between the Company, as Pledgor and/or Debtor, and Teton, Ltd., as Secured Party, as has been amended, supplemented or modified, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Documents, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations except as disclosed in any amounts filed in connection with the Company or any of its Subsidiaries; (v) SEC Documents and pursuant to the Registration Rights Agreement, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (viivi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiivii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixviii) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Pegasi Energy Resources Corporation.)
Equity Capitalization. As of the date hereofFebruary 25, 2016, the authorized capital stock of the Company consists of (i) 100,000,000 750,000,000 shares of Common Stock, of which, 6,316,403 35,804,808 are issued and outstanding and 640,692 249,567,531 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the WarrantsNote) and (ii) 1,000,000 5,000,000 shares of preferred stock, of which, none 8,160 are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 To the Company’s knowledge, 48,900 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC DocumentsReports, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Reports, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) except as disclosed in the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC’s ▇▇▇▇▇ system) to the Buyers Investor true, correct and complete copies of the Company’s Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized share capital stock of the Company consists of (i) 100,000,000 shares of 500,000,000 Common StockShares, of whichwhich as of the date hereof, 6,316,403 4,094,589 are issued and outstanding and 640,692 outstanding, 169,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) the Company’s stock option and purchase plans and 2,863,317 shares are reserved for issuance pursuant to securities (other than the Notes aforementioned options and the Warrants) exercisable or exchangeable for, or convertible into, Common Shares and (ii) 1,000,000 shares of no preferred stock, of which, none are issued and outstandingshares. 681,509 shares of No Common Stock Shares are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and non-assessablenonassessable. 2,247,039 shares 45,826 of the Company’s issued and outstanding Common Stock Shares on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding Common Shares (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).
(i) None Except as disclosed in the SEC Documents, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Documents or in Schedule 3(q)(i), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in as disclosed in the SEC Documents, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) ), except as disclosed in the SEC Documents or in Schedule 3(q)(ii), there are no agreements or arrangements (other than pursuant to the Registration Rights Agreement) under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) except as disclosed in the SEC Documents, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) except as disclosed in the SEC Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers trueTrue, correct and complete copies of the Company’s Certificate of IncorporationMemorandum And Articles Of Association, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “BylawsAmended And Restated Memorandum And Articles Of Association”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Shares and the material rights of the holders thereof in respect theretothereto have heretofore been filed as part of the SEC Documents.
Appears in 1 contract
Sources: Securities Purchase Agreement (Tantech Holdings LTD)
Equity Capitalization. As of the date hereof, hereof and prior to issuance of the Securities and the closing of the transactions contemplated by the Other Financing: (i) the authorized capital stock of the Company Holdings consists of (ia) 100,000,000 75,000,000 shares of Common Stock, $.0001 par value per share, of which, 6,316,403 which 180,927.835 are issued and outstanding, and (b) 10,000,000 shares of preferred stock, $.0001 par value per share, none of which is issued and outstanding or reserved for issuance; (ii) there are no shares reserved for issuance pursuant to any stock option and 640,692 purchase plans and no shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Preferred Shares, the Warrants and the Notes and warrants issued as part of the WarrantsOther Financing) and (ii) 1,000,000 shares of preferred stockexercisable or exchangeable for, of whichor convertible into, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All Stock; (iii) all of such the outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 shares nonassessable; (iv) none of the CompanyHoldings’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryHoldings; (iiv) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company Holdings or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company Holdings or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company Holdings or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company Holdings or any of its Subsidiaries; (iiivi) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company Holdings or any of its Subsidiaries or by which the Company Holdings or any of its Subsidiaries is or may become boundbound (other than the Senior Indebtedness and Permitted Indebtedness); (ivvii) there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with Holdings other than in connection with the Company or any of its SubsidiariesSenior Indebtedness; (vviii) there are no agreements or arrangements under which the Company Holdings or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viix) there are no outstanding securities or instruments of the Company Holdings or any of its Subsidiaries which that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company Holdings or any of its Subsidiaries is or may become bound to redeem a security of the Company Holdings or any of its Subsidiaries; (viix) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiixi) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has Holdings does not have any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixxii) neither the Company nor any of Holdings and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the CompanyHoldings’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company Holdings has furnished to the Buyers true, correct and complete copies of the CompanyHoldings’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the CompanyHoldings’s bylawsBylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all . Holdings has no securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretoStock.
Appears in 1 contract
Sources: Joinder Agreement (Global Employment Holdings, Inc.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 40,000,000 shares of Common Stock, of which, 6,316,403 which 17,114,163 are issued and outstanding and 640,692 1,816,671 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes Common Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 10,000,000 shares of preferred stock, none of which, none which are issued and outstanding. 681,509 143,078 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 To the Company’s knowledge, 1,883,567 shares of the Company’s issued and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documentsset forth on Schedule 3(r)(ii), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as set forth on Schedule 3(r)(iii), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts amounts, filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not reasonably be expected to have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of solely of: (i) 100,000,000 250,000,000 shares of Common Stock, of which, 6,316,403 which 50,333,664 are issued and outstanding and 640,692 shares 20,000,000 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) Exchange Notes, and (ii) 1,000,000 50,000,000 shares of preferred stock, par value $0.0001 per share, of which, none which 2,388,905 are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and non-assessable. 2,247,039 shares Except as disclosed in Public Disclosures: (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersall Convertible Securities, directors and holders whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of at least 10% of the Company’s issued and outstanding Common Stock are any limitations on exercise or conversion (including “affiliates” blockers”) contained therein without conceding that any such Persons are “affiliates” identified Person is a 10% stockholder for purposes of federal securities laws); (ii) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryLiens; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever characterwhatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) except for the Exchange Note, there are no outstanding debt securities, notesExchange Notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (ivv) other than with respect to the publicly disclosed senior secured notes, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (vvi) there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to as provided in the Registration Rights AgreementAgreement entered into by the Buyers and the Company contemporaneously herewith); (vivii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (viiviii) there are no securities or instruments containing anti-anti- dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiix) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers Public Disclosures contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”)date, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereof.
Appears in 1 contract
Sources: Exchange Agreement (Nuburu, Inc.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (ix) 100,000,000 20,000,000 shares of Common Stock, of whichwhich as of the date hereof, 6,316,403 10,963,279 shares are issued and outstanding and 640,692 outstanding, 922,530 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes options granted to employees and the Warrants) directors and 599,193 shares are reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible into, shares of Common Stock, and (iiy) 1,000,000 shares of preferred stock, of whichwhich as of the date hereof, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 Except as set forth on Schedule 3(q): (i) no shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s 's capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its SubsidiariesSubsidiary, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries Subsidiary is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries Subsidiary or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its SubsidiariesSubsidiary; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(r)) of the Company or any of its Subsidiaries Subsidiary or by which the Company or any of its Subsidiaries Subsidiary is or may become bound; (iv) there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its SubsidiariesCompany; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries Subsidiary is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries Subsidiary which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries Subsidiary is or may become bound to redeem a security of the Company or any of its SubsidiariesSubsidiary; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has does not have any stock appreciation rights, restricted stock units rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of and its Subsidiaries Subsidiary have any no liabilities or obligations required to be disclosed in the SEC Documents which are (as defined herein) but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s 's or its Subsidiaries’ Subsidiary's respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"CERTIFICATE OF INCORPORATION"), and the Company’s bylaws's Amended and Restated Bylaws, as amended and as in effect on the date hereof (the “Bylaws”"BYLAWS"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Evci Career Colleges Inc)
Equity Capitalization. As of the date hereof, the The authorized capital stock of the Company consists is set forth in the Articles of (i) 100,000,000 Incorporation. As of the date of this Agreement, all of the outstanding shares of capital stock of the Company, including, without limitation, the Common StockShares, of which, 6,316,403 are issued and outstanding and 640,692 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 To the Company’s knowledge, as of the date of this Agreement all of the shares of the Company’s issued and outstanding Common Stock on the date hereof Shares are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiariessubsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding Common Shares (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% shareholder for purposes of federal securities laws).
(i) None Except as previously disclosed, none of the Company’s or any Subsidiarysubsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiarysubsidiary; (ii) except as disclosed in the SEC Documentspreviously disclosed, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesNote; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiariessubsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), Charter and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of the Company or any of its subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Shares) or any of its subsidiaries.
Appears in 1 contract
Sources: Securities Purchase Agreement (Lm Funding America, Inc.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 200,000,000 shares of Common Stock, of which, 6,316,403 89,343,457 are issued and outstanding and 640,692 28,099,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 shares of preferred stock, of which, which none are issued and outstanding. 681,509 3,012 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 30,955,000 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. To the Company’s knowledge, except as set forth in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Common Stock Equivalents (as defined in the Warrants), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). Except as disclosed in the SEC Documents, : (i) None none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements (including, without limitation, any equity line of credit) by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights this Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereto that have not otherwise been disclosed in the SEC Documents.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company ABX Holdings consists of (i) 100,000,000 75,000,000 shares of Common Stock, of whichwhich as of the date hereof, 6,316,403 62,678,856 shares are issued and outstanding and 640,692 outstanding, 3,000,000 shares are reserved for issuance pursuant to the ABX Holdings’ equity compensation plans and agreements, 4,767,442 shares are reserved for issuance upon conversion of the ABX Holdings Senior Convertible Securities (as defined below) (other than the Notes and the Warrants) no shares are reserved for issuance pursuant to other securities exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 20,000,000 shares of preferred stock, par value $0.01 per share, of which, none which as of the date hereof no shares are issued and outstanding. 681,509 As of the date hereof, the authorized capital stock of ABX Air consists of 1,000 shares of Common Stock common stock, $0.01 par value per share, of which as of the date hereof, 1,000 are held in treasuryissued and outstanding, all of which shares are owned beneficially and of record by ABX Holdings. All of such outstanding shares are duly authorized and of each of the Companies have been, or upon issuance in accordance with their respective terms, will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (Except as defined disclosed above or in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities lawsSection 3(q) of the Company Disclosure Schedule (or any in the cases of its Subsidiaries.
(iii) and (iv) below, Section 3(r) of the Disclosure Schedule) or except as created under the Transaction Documents: (i) None none of either of the Company’s or any Subsidiary’s Companies capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by either of the Company or any SubsidiaryCompanies; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of either of the Company Companies or any of its their Subsidiaries, or contracts, commitments, understandings or arrangements by which either of the Company Companies or any of its their Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness in excess of $25,000,000, individually, or $25,000,000, in the aggregate from any one lender (together with such lender’s affiliates) of either of the Company Companies or any of its their Subsidiaries or by which either of the Company Companies or any of its their Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with either of the Company Companies or any of its their Subsidiaries; (v) there are no agreements or arrangements under which either of the Company Companies or any of its their Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of either of the Company Companies or any of its their Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which either of the Company Companies or any of its their Subsidiaries is or may become bound to redeem a security of either of the Company Companies or any of its their Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in neither of the SEC Documents, neither the Company Companies nor any Subsidiary of their Subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither of the Company nor Companies or any of its their Subsidiaries have has any liabilities or obligations required to be disclosed in the SEC Documents which are but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s Companies’ or its their Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 50,000,000 shares of Common Stock, of which, 6,316,403 27,974,514 are issued and outstanding and 640,692 no shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes Common Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 5,000,000 shares of preferred stock, of which, which none are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 17,583,700 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge and except as set forth in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).
(i) None Except as set forth in the SEC Documents, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed set forth in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as set forth in the SEC Documents, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as set forth in the SEC Documents, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as set forth in the SEC Documents, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights this Agreement); (vi) except as set forth in the SEC Documents, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (China Shen Zhou Mining & Resources, Inc.)
Equity Capitalization. As of the date hereof, the authorized and issued capital stock of the Company consists is as set forth in the SEC Reports and Section 3.1(q) of (i) 100,000,000 shares of Common Stock, of which, 6,316,403 are issued and outstanding and 640,692 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstandingDisclosure Schedule. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 shares Except as provided in the SEC Reports and on Section 3(q) of the Disclosure Schedule, (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersall Convertible Securities, directors whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein or in the Amended and holders Restated Articles of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” Incorporation without conceding that any such Persons are “affiliates” identified Person is a 10% stockholder for purposes of federal securities laws); (ii) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is and the capital stock of its subsidiaries are not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryLiens; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (vvi) there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 Securities Act (except pursuant to the Registration Rights Agreementas provided in Section 5(h) hereof); (vivii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (viiviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viiiix) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished provided to the Buyers Buyer a true, correct and complete copies copy of the Company’s Certificate of Incorporation, as amended and charter as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”)hereof, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (Mullen Automotive Inc.)
Equity Capitalization. As of the date hereof, the The authorized capital stock of the Company consists is set forth in the SEC Reports. As of (i) 100,000,000 the date of this Agreement, all of the outstanding shares of capital stock of the Company, including, without limitation, the Common StockShares, of which, 6,316,403 are issued and outstanding and 640,692 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 To the Company's knowledge, as of the date of this Agreement, approximately 11,455 shares of the Company’s 's issued and outstanding Common Stock on the date hereof Shares are owned by Persons who are “"affiliates” " (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s 's issued and outstanding Common Stock Shares are “"affiliates” " without conceding that any such Persons are “"affiliates” " for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company's knowledge, except for entities affiliated with the officers and directors of the Company or as disclosed in the Public Reports, no Person owns 10% or more of the Company's issued and outstanding Common Shares (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including "blockers") contained therein without conceding that such identified Person is a 10% shareholder for purposes of federal securities laws).
(i) None Except as disclosed in SEC Reports, none of the Company’s 's or any Subsidiary’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC DocumentsReports, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Reports, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) except as disclosed in the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) except as disclosed in the SEC Reports, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesNote; (viii) except as disclosed in the SEC DocumentsReports, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Reports which are not so disclosed in the SEC DocumentsPublic Reports, other than those incurred in the ordinary course of the Company’s 's or its Subsidiaries’ ' respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC's ▇▇▇▇▇ system) to the Buyers Investor true, correct and complete copies of the Company’s Certificate 's articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"Charter"), and the Company’s 's bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect thereto. "Common Shares" means (i) the Company's Common Shares, US$0.01 par value per share, and (ii) any capital stock into which such Common Shares shall have been changed or any share capital resulting from a reclassification of such Common Shares. "Convertible Securities" means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Shares) or any of its Subsidiaries.
Appears in 1 contract
Equity Capitalization. As The capitalization of the Company as of the date hereof, the authorized capital stock hereof is as described in Section 3(r)(i) of the Company consists of (i) 100,000,000 shares of Common Stock, of which, 6,316,403 are issued and outstanding and 640,692 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstandingDisclosure Letter. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 3,079,853 shares of the Company’s issued and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. To the Company’s knowledge, as of the date hereof no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). Except as disclosed in Section 3(r)(ii) of the Disclosure Letter: (i) None none of the Company’s or any material Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights as contemplated by this Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof hereof, including, without limitation, any certificates of determination contained therein or attached thereto (the “Certificate Articles of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of solely of: (i) 100,000,000 900,000,000 shares of Common Stock, of which, 6,316,403 which 116,548,559 are issued and outstanding and 640,692 shares 10,000,000 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) Convertible Notes, and (ii) 1,000,000 50,000,000 shares of preferred stock, par value $0.0001 per share, of which, none which 2,188,905 are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and non-assessable. 2,247,039 shares Except as disclosed in Public Disclosures: (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersall Convertible Securities, directors and holders whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of at least 10% of the Company’s issued and outstanding Common Stock are any limitations on exercise or conversion (including “affiliates” blockers”) contained therein without conceding that any such Persons are “affiliates” identified Person is a 10% stockholder for purposes of federal securities laws); (ii) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryLiens; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) except for the Convertible Note, there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)subsidiaries; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (vii) there are no securities or instruments containing anti-anti- dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers Public Disclosures contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”)date, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereof.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized and outstanding capital stock of the Company consists set forth in the Company’s Quarterly Report on Form 10-Q, which has been furnished to the Holders and will be filed with the SEC on the date of (i) 100,000,000 this Agreement, is true and complete. No shares of Common Stock, of which, 6,316,403 are issued and outstanding and 640,692 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstanding. 681,509 shares of Common Stock or Preferred Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 An aggregate of 498,225 shares of the Company’s issued and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. To the Company’s knowledge, as of the date hereof, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). Except as disclosed in the SEC Documents: (i) None none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances Liens suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement, except for employee and director compensation plans approved by the Company’s board of directors and for which the securities are registered on Form S-8; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers each Holder true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereto that have not been disclosed in the SEC Documents. As used herein, the term “Convertible Securities” means any stock or other security (other than any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 200,000,000 shares of Common Stock, of whichwhich as of the date hereof, 6,316,403 117,793,755 shares are issued and outstanding and 640,692 outstanding, 21,000,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) the Company's stock option and purchase plans and 12,500,186 shares are reserved for issuance pursuant to securities (other than the Notes and the Warrantsaforementioned options) and exercisable or exchangeable for, or convertible into, Common Stock, (ii) 1,000,000 50,000,000 shares of preferred stock, of whichpar value $0.0001 per share, none of which are issued and outstanding. 681,509 outstanding as of the date hereof and (iii) there are 78,447,173 shares of Common Stock are held in treasuryby non-affiliates of the Company. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares Except as disclosed in (i) Schedule 3(r)(i), none of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC DocumentsSchedule 3(r)(ii), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries; (iii) Schedule 3(r)(iii), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) Schedule 3(r)(iv), there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) Schedule 3(r)(v), there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) Schedule 3(r)(vi), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) Schedule 3(r)(vii), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC DocumentsSchedule 3(r)(viii), neither the Company nor any Subsidiary has does not have any stock appreciation rights, restricted stock units rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) neither Schedule 3(r)(ix), the Company nor any of and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s 's or any of its Subsidiaries’ Subsidiary's' respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s bylaws's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of whichwhich as of the date hereof, 6,316,403 21,576,544 are issued and outstanding and 640,692 outstanding, 2,710,900 shares are reserved for issuance pursuant to Convertible Securities the Company’s stock option and purchase plans, 3,400,000 shares are reserved for issuance pursuant to the Relativity Agreement (as defined below) and 984,284 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 25,000,000 shares of preferred stock, par value $0.0001 per share, of which, as of the date hereof, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares Except as disclosed in Schedule 3(r): (i) none of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has does not have any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylawsBylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Image Entertainment Inc)
Equity Capitalization. As of the date hereof, the The authorized capital stock of the Company consists is set forth in the SEC Reports. As of (i) 100,000,000 the date of this Agreement, all of the outstanding shares of capital stock of the Company, including, without limitation, the Common StockShares, of which, 6,316,403 are issued and outstanding and 640,692 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 To the Company's knowledge, as of the date of this Agreement, approximately 191 shares of the Company’s 's issued and outstanding Common Stock on the date hereof Shares are owned by Persons who are “"affiliates” " (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s 's issued and outstanding Common Stock Shares are “"affiliates” " without conceding that any such Persons are “"affiliates” " for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company's knowledge, except for entities affiliated with the officers and directors of the Company or as disclosed in the Public Reports, no Person owns 10% or more of the Company's issued and outstanding Common Shares (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including "blockers") contained therein without conceding that such identified Person is a 10% shareholder for purposes of federal securities laws).
(i) None Except as disclosed in SEC Reports, none of the Company’s 's or any Subsidiary’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC DocumentsReports, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Reports, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) except as disclosed in the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesNote; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Reports which are not so disclosed in the SEC DocumentsPublic Reports, other than those incurred in the ordinary course of the Company’s 's or its Subsidiaries’ ' respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC's E▇▇▇▇ system) to the Buyers Investor true, correct and complete copies of the Company’s Certificate 's articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"Charter"), and the Company’s 's bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect thereto. "Common Shares" means (i) the Company's Common Shares, US$0.01 par value per share, and (ii) any capital stock into which such Common Shares shall have been changed or any share capital resulting from a reclassification of such Common Shares. "Convertible Securities" means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Shares) or any of its Subsidiaries.
Appears in 1 contract
Equity Capitalization. As The capitalization of the Company as of the date hereof, the authorized capital stock hereof is as described in Section 3(r)(i) of the Company consists of (i) 100,000,000 shares of Common Stock, of which, 6,316,403 are issued and outstanding and 640,692 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstandingDisclosure Letter. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 __________ shares of the Company’s issued and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. To the Company’s knowledge, as of the date hereof no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). Except as disclosed in Section 3(r)(ii) of the Disclosure Letter: (i) None none of the Company’s or any material Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to as contemplated by the Registration Rights AgreementPurchase Areement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers Holder true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof hereof, including, without limitation, any certificates of determination contained therein or attached thereto (the “Certificate Articles of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Exchange Agreement (Nutracea)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which, 6,316,403 33,398,904 are issued and outstanding and 640,692 2,580,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) stock purchase agreements and securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 20,000,000 shares of preferred stock, of which, which none are issued and outstanding. 681,509 100,025 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 100,025 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). Except as disclosed in Schedule 3(r): (i) None none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights this Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 1,000,000,000 shares of Common Stock, of which, 6,316,403 158,121,566 shares are issued and outstanding and 640,692 15,623,425 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 10,000,000 shares of preferred stock, of which, none 626,667 have been designated as Series B Preferred Stock and are issued and outstanding. 681,509 162,500 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 25,912,911 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. Except as disclosed in Schedule 4(u), (i) None none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereofimmediately prior to Closing, the authorized capital stock of the Company consists of (i) 100,000,000 50,000,000 shares of Common Stock, of whichwhich as of the date hereof, 6,316,403 10,075,424 are issued and outstanding and 640,692 outstanding, up to 3,348,346 shares are reserved for issuance pursuant to Convertible Securities (as defined below) the Company’s stock option plans and 7,510,318 shares are reserved for issuance pursuant to warrants (other than the Notes Warrants and the Warrantsoptions covered above) exercisable for shares of Common Stock, 667,831 shares of Common Stock issuable upon conversion of outstanding convertible debt and (ii) 1,000,000 shares a total of preferred stock, of which, none are issued and outstanding. 681,509 6,008,536 shares of Common Stock are held in treasuryissuable upon conversion of preferred stock. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares Except as disclosed herein or in the Company’s filings with the SEC as available on ▇▇▇▇▇ (the “SEC Filings”) or as disclosed in Schedule 3(r): (i) none of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit or loan agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined below) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to purchase, repurchase, retire or redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has does not have any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished to the Buyers Buyer true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s bylawsBylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereto are disclosed in the SEC Filings.
Appears in 1 contract
Equity Capitalization. (i) As of the date hereof, the authorized capital stock of the Company consists of (iA) 100,000,000 shares of Common Stock, of which, 6,316,403 63,377,270 are issued and outstanding and 640,692 and, except as disclosed in the SEC Reports, no shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes and the WarrantsPreferred Stock) exercisable or exchangeable for, or convertible into, shares of Common Stock and (iiB) 1,000,000 10,000,000 shares of preferred stock, of whichwhich 2,500,000 shares are designated as Series A Convertible Preferred Stock, none of which 2,409,555shares are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All of such outstanding shares of Company capital stock are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 shares .
(ii) 27,827,197shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed in the SEC Reports, to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws.
(iiii) None Except as disclosed in the SEC Reports: (A) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances Liens suffered or permitted by the Company or any Subsidiary; (iiB) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iiiC) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing material Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (ivD) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (vE) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Securities Act (except pursuant to the Registration Rights this Agreement); (viF) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (viiG) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiH) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and .
(ixiv) neither Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Reports which are not so disclosed in the SEC DocumentsReports, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. .
(v) The Company has furnished to Preferred Stock shall be classified in accordance with GAAP as equity on the Buyers true, correct Company’s balance sheet and complete copies for purposes of the Company’s Certificate of Incorporation, as amended and as in effect on compliance with the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights shareholders equity continuing listing requirement of the holders thereof in respect theretoTrading Market.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 10,000,000 shares of preferred stock, $0.001 par value per share, none of which is issued and outstanding, and 335,000,000 shares of Common Stock, of whichwhich as of the date hereof, 6,316,403 107,428,360 shares are issued and outstanding and 640,692 outstanding, 11,404,000 shares are reserved for issuance pursuant to Convertible Securities the Company’s stock option and purchase plans and 189,433,841 shares are reserved for issuance pursuant to securities (as defined below) (other than including the Notes Outstanding Debentures and the Outstanding Warrants) and (ii) 1,000,000 shares of preferred stockexercisable or exchangeable for, of whichor convertible into, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury(subject to increase to cover the anti-dilution provisions associated therewith). All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonnonassessable. Except as disclosed in Schedule 3(r) or the Company’s Quarterly Report on Form 10-assessable. 2,247,039 shares Q for the period ending February 28, 2007: (i) none of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has does not have any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretobusinesses.
Appears in 1 contract
Sources: Securities Exchange Agreement (Maverick Oil & Gas, Inc.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which, 6,316,403 19,961,000 are issued and outstanding and 640,692 4,200,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 10,000,000 shares of preferred stock, of which, none which 0 are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 12,000,000 shares of the Company’s issued and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. To the Company’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein. Except as disclosed in Schedule 3(r): (i) None none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Kandi Technologies Corp)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 200,000,000 shares of Common Stock, of which, 6,316,403 89,343,457 are issued and outstanding and 640,692 28,099,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 shares of preferred stock, of which, which none are issued and outstanding. 681,509 3,012 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 30,955,000 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. To the Company’s knowledge, except as set forth in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Common Stock Equivalents (as defined in the Warrants), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). Except as disclosed in the SEC Documents,: (i) None none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements (including, without limitation, any equity line of credit) by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights this Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereto that have not otherwise been disclosed in the SEC Documents.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 500,000,000 shares of Common Stock, of which, 6,316,403 which 375,790,811 are issued and outstanding and 640,692 no shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes Common Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 no shares of preferred stock, of which, none are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 82,776,328 shares of the Company’s 's issued and outstanding Common Stock on the date hereof are owned by Persons who are “"affiliates” " (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s 's issued and outstanding Common Stock are “"affiliates” " without conceding that any such Persons are “"affiliates” " for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company's knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company's issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including "blockers") contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).
(i) None of the Company’s 's or any Subsidiary’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Documents, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; ;
(vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s 's or its Subsidiaries’ ' respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"ARTICLES OF INCORPORATION"), and the Company’s 's bylaws, as amended and as in effect on the date hereof (the “Bylaws”"BYLAWS"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock49,800,000 Ordinary Shares, of which, 6,316,403 12,298,597 shares are issued and outstanding and 640,692 _________ shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than relating to the Notes and the Warrants) and Securities), (ii) 1,000,000 800,000 deferred A shares of preferred stock, of which£0.001 each, none of which are issued and outstanding, (iii) 1,200,000 deferred B shares of £0.001 each, 633,333 of which are issued and outstanding even though expired, and (iv) (ii) 400,000 deferred C shares of £0.001 each, 400,000 shares of which are issued and outstanding. 681,509 shares of Common Stock _______ Ordinary Shares are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 ______ shares of the Company’s issued and outstanding Common Stock Ordinary Shares on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock Ordinary Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
. Except as disclosed in Schedule 4(t), (i) None none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; Securities and (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate Memorandum of IncorporationAssociation, as amended and as in effect on the date hereof (the “Certificate Memorandum of IncorporationAssociation”), and the Company’s bylawsArticles of Association, as amended and as in effect on the date hereof (the “BylawsArticles of Association”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Ordinary Shares and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Morria Biopharmaceuticals PLC)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists consisted of (i) 100,000,000 75,000,000 shares of Common StockStock and (ii) 2,000,000 shares of preferred stock, par value $0.001 per share. As of whichSeptember 30, 6,316,403 are 2024, (i) 30,898,255 shares of Common Stock were issued and outstanding and 640,692 outstanding, (ii) 7,292,844 shares are of Common Stock were reserved for issuance pursuant to Convertible Securities the Company’s equity incentive plans, of which 5,965,390 shares were reserved for issuance upon the exercise of stock options and vesting of restricted stock units outstanding, (as defined belowiii) (other than the Notes and the Warrants) and (ii) 1,000,000 44,068 shares of preferred stock, of which, none are Series A Convertible Preferred Stock were issued and outstanding. 681,509 , and (iv) 78,932 shares of Common Series A Convertible Preferred Stock are held in treasurywere reserved for future issuance. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares Except as disclosed in the SEC Documents: (A) none of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (iiB) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Securities Act; (viiv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (viiv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesShares; and (viiivi) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Stock Purchase Agreement (Lifecore Biomedical, Inc. \De\)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 19,850,000 shares of Common Stock, 150,000 shares of whichClass B Common Stock, 6,316,403 $0.01 par value per share (the “Class B Common Stock”), and 3,000,000 shares of Preferred Stock, $0.01 par value per share, of which as of the date hereof, 6,560,723 shares of Common Stock, no shares of Class B Common Stock and no shares of Preferred Stock are issued and outstanding and 640,692 outstanding, 323,986 shares are reserved for issuance pursuant to Convertible Securities (as defined below) the Company’s stock option and purchase plans and 5,219,371 shares are reserved for issuance pursuant to securities (other than the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stockexercisable or exchangeable for, of whichor convertible into, none are issued and outstanding. 681,509 shares of Common Stock are held in treasuryStock. All of such outstanding shares are duly authorized and have been, or upon issuance will be, duly authorized and validly issued and are fully paid and non-assessablenonassessable. 2,247,039 shares Except as disclosed in the SEC Documents or on Schedule 3(r): (i) none of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) capital stock of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock Subsidiaries is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiaryof its Subsidiaries; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit or loan agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to purchase, repurchase, retire, redeem or otherwise acquire for value a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has and its Subsidiaries do not have any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished to the Buyers Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof or as proposed for amendment, but subject to shareholder approval (the “Certificate of Incorporation”), and the Company’s bylawsBylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Daystar Technologies Inc)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of solely of: (i) 100,000,000 250,000,000 shares of Common Stock, of which, 6,316,403 which 62,158,526 are issued and outstanding as of 6/9/2025 and 640,692 shares 4,000,000 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) Convertible Notes, and (ii) 1,000,000 50,000,000 shares of preferred stock, par value $0.0001 per share, of which, none which 2,388,905 are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and non-assessable. 2,247,039 shares Except as disclosed in Public Disclosures: (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersall Convertible Securities, directors and holders whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of at least 10% of the Company’s issued and outstanding Common Stock are any limitations on exercise or conversion (including “affiliates” blockers”) contained therein without conceding that any such Persons are “affiliates” identified Person is a 10% stockholder for purposes of federal securities laws); (ii) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryLiens; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) except for the Convertible Note, there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (vvi) there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to as provided in the Registration Rights Agreement); (vivii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (viiviii) there are no securities or instruments containing anti-anti- dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiix) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers Public Disclosures contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”)date, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereof.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 100,000,000 50,000,000 shares of Common Stock, of which, 6,316,403 6,000,000 are issued and outstanding and 640,692 750,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes Shares), and the Warrants) and (ii) 1,000,000 10,000,000 shares of preferred stock, of whichSeries A Preferred Stock, none of which are issued and outstandingor outstanding as of the date of this Agreement. 681,509 No approval of the shareholders is required for the issuance of the Shares or the Conversion Shares or any of the Convertible Securities. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 6,000,000 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company Company. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding in the private placement documentation that such identified Person is a 10% stockholder for purposes of its Subsidiariesfederal securities laws).
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its SubsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries(except pursuant to an agreement to issue common stock to the Placement Agent in connection with patent and intellectual property services); (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its SubsidiariesCompany; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights AgreementAgreement and a warrant issued to the Placement Agent); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiariesCompany; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has not issued any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means preferred stock, options, warrants or other securities directly or indirectly convertible into, exchangeable for or exercisable for Common Stock of the Company.
Appears in 1 contract
Sources: Securities Purchase Agreement (Eton Pharmaceuticals, Inc.)
Equity Capitalization. As of the date hereof, hereof and prior to issuance of the Securities and the closing of the transactions contemplated by the Other Financing: (i) the authorized capital stock of the Company Holdings consists of (ia) 100,000,000 75,000,000 shares of Common Stock, $.0001 par value per share, of which, 6,316,403 which 180,927.835 are issued and outstanding, and (b) 10,000,000 shares of preferred stock, $.0001 par value per share, none of which is issued and outstanding or reserved for issuance; (ii) there are no shares reserved for issuance pursuant to any stock option and 640,692 purchase plans and no shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Notes Notes, the Warrants and the WarrantsPreferred Equity and warrants issued as part of the Other Financing) and (ii) 1,000,000 shares of preferred stockexercisable or exchangeable for, of whichor convertible into, none are issued and outstanding. 681,509 shares of Common Stock are held in treasury. All Stock; (iii) all of such the outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 shares nonassessable; (iv) none of the CompanyHoldings’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryHoldings; (iiv) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company Holdings or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company Holdings or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company Holdings or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company Holdings or any of its Subsidiaries; (iiivi) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company Holdings or any of its Subsidiaries or by which the Company Holdings or any of its Subsidiaries is or may become boundbound (other than the Senior Indebtedness and Permitted Indebtedness); (ivvii) there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with Holdings other than in connection with the Company or any of its SubsidiariesSenior Indebtedness; (vviii) there are no agreements or arrangements under which the Company Holdings or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viix) there are no outstanding securities or instruments of the Company Holdings or any of its Subsidiaries which that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company Holdings or any of its Subsidiaries is or may become bound to redeem a security of the Company Holdings or any of its Subsidiaries; (viix) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiixi) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has Holdings does not have any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixxii) neither the Company nor any of Holdings and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the CompanyHoldings’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company Holdings has furnished to the Buyers true, correct and complete copies of the CompanyHoldings’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the CompanyHoldings’s bylawsBylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all . Holdings has no securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretoStock.
Appears in 1 contract
Sources: Joinder Agreement (Global Employment Holdings, Inc.)
Equity Capitalization. As of the date hereofMay 28, 2025, the authorized capital stock of the Company consists solely of (i) 100,000,000 5,000,000,000 shares of Common Stock, of which, 6,316,403 which 79,864,949 are issued and outstanding and 640,692 shares 696,878,6624 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Convertible Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstandingand/or an Approved Share Plan. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and non-assessable. 2,247,039 shares Except as disclosed in the SEC Documents: (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officersall Convertible Securities, directors and holders whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of at least 10% of the Company’s issued and outstanding Common Stock are any limitations on exercise or conversion (including “affiliates” blockers”) contained therein without conceding that any such Persons are “affiliates” identified Person is a 10% shareholder for purposes of federal securities laws); (ii) of the Company or any of its Subsidiaries.
(i) None of the Company’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryLiens; (iiiii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) except for the Convertible Note and convertible notes issued since May 20, 2025 in the principal aggregate amount of approximately $2,580,000, there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (vvi) there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to as provided in the Registration Rights Agreement); (vivii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (viiviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiix) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the . The SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”)date, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereof. 4 Includes 250% of shares issuable upon conversion or cash exercise of outstanding notes and warrants, respectively.
Appears in 1 contract
Sources: Securities Purchase Agreement (Mullen Automotive Inc.)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 100,000,000 150,000,000 shares of Common Stock, of which, 6,316,403 113,985,916 shares are issued and outstanding and 640,692 15,000,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 1,000,000 shares of preferred stock, of which, none are issued and outstanding. 681,509 shares of Common Stock are held in treasuryissuance. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 As of the date hereof, approximately 26,000,000 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company Company. Except as set forth in the SEC Documents or any of its Subsidiaries.
in Schedule 2 attached to the Disclosure Letter: (i) None none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any SubsidiaryCompany; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its SubsidiariesCompany; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its SubsidiariesCompany; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Securities Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiariesCompany; and (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretoSubscription Shares.
Appears in 1 contract
Sources: Sino Foreign Cooperative Joint Venture Contract (Aura Systems Inc)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 250,000,000 shares of Common Stock, of which, 6,316,403 which 86,033,514 are issued and outstanding and 640,692 7,500,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes Preferred Stock and the Warrants) and (ii) 1,000,000 5,000,000 shares of preferred stock, none of which, none which are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 13,843,350 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r), to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Documents, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in the SEC Documents, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as disclosed in the SEC Documents, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect theretothereof.
Appears in 1 contract
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 750,000,000 shares of Common Stock, of which, 6,316,403 139,844,628 are issued and outstanding and 640,692 572,849,067 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the WarrantsNote) and (ii) 1,000,000 5,000,000 shares of preferred stock, of which, none 8,160 are issued and outstanding. 681,509 No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,247,039 To the Company’s knowledge, 12,742,167 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).
(i) None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in the SEC DocumentsReports, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Reports, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) except as disclosed in the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights, restricted stock units rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC’s E▇▇▇▇ system) to the Buyers Investor true, correct and complete copies of the Company’s Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract