Incorporation, Common Stock, Etc. Buyer is a corporation duly organized and existing in good standing under the laws of the State of Delaware. The Buyer has full corporate power and authority to carry on its business as it is now being conducted and to own and operate its assets, businesses and properties. The Buyer has authorized capital stock consisting of 1,0500 shares of Common Stock, without par value, of which 1,000523 are issued and were outstanding as of April 30, 2001. All of the outstanding shares of the Company are duly authorized, validly issued, fully paid and non-assessable. There are no dividends due, to be paid or are in arrears with respect to any of the capital stock of Company.
Incorporation, Common Stock, Etc. The Company is a corporation duly organized and existing in good standing under the laws of the State of Louisiana. Attached hereto as Exhibit 2.01 is a copy of the Company's good standing certificate. The Company has full corporate power and authority to carry on its business as it is now being conducted and to own and operate its assets, businesses and properties. Company has authorized capital stock consisting of 100 shares of Common Stock, no par value per share, of which 100 shares are issued and outstanding. There are no preferred shares authorized. There are and at the Closing will be no outstanding subscriptions, options, warrants, convertible securities, calls, commitments or agreements calling for or requiring issuance or transfer, sale or other disposition of any shares of capital stock of the Company or calling for or requiring the issuance of any securities or rights convertible into or exchangeable (including on a contingent basis) for shares of capital stock. All of the outstanding shares of the Company are duly authorized, validly issued, fully paid and non- aassessable. There are no dividends due, to be paid or are in arrears with respect to any of the capital stock of Company.
Incorporation, Common Stock, Etc. Company is a corporation duly organized and existing in good standing under the laws of the Province of Alberta. Attached hereto as Exhibit 2.01 is a copy of the Company's Articles of Incorporation. Company has full corporate power and authority to carry on its business as it is now being conducted and to own and operate its assets, businesses and properties. Company has unlimited authorized no par value capital stock, of which 1,000 shares are issued and outstanding. There are and at the Closing will be no outstanding subscriptions, options, warrants, convertible securities, calls, commitments or agreements calling for or requiring issuance or transfer, sale or other disposition of any shares of capital stock of the Company or calling for or requiring the issuance of any securities or rights convertible into or exchangeable (including on a contingent basis) for shares of capital stock. All of the outstanding shares of the Company are duly authorized, validly issued, fully paid and non-assessable. There are no dividends due, to be paid or are in arrears with respect to any of the capital stock of Company.
Incorporation, Common Stock, Etc. Buyer is a corporation duly organized and existing in good standing under the laws of the State of Utah. The Buyer has full corporate power and authority to carry on its business as it is now being conducted and to own and operate its assets, businesses and properties. The Buyer has authorized capital stock consisting of 50 million shares of Common Stock, par value $.001 per share, of which 24,583,202 will be outstanding as of August 31, 2000 shares are issued and outstanding. All of the outstanding shares of the Company are duly authorized, validly issued, fully paid and non-assessable. There are no dividends due, to be paid or are in arrears with respect to any of the capital stock of Company.
Incorporation, Common Stock, Etc. Buyer is a corporation duly organized and existing in good standing under the laws of the State of Nevada. The Buyer has full corporate power and authority to carry on its business as it is now being conducted and to own and operate its assets, businesses and properties. The Buyer has authorized capital stock consisting of 50 million shares of Common Stock, par value $.001 per share, of which _____________were outstanding as of September 30, 2002. All of the outstanding shares of the Buyer are duly authorized, validly issued, fully paid and non-assessable. There are no dividends due, to be paid or are in arrears with respect to any of the capital stock of Buyer. The Buyer is also authorized to issue 10 million shares of preferred stock; of which 200,000 Series A have been issued.
Incorporation, Common Stock, Etc. Company is a corporation duly organized and existing in good standing under the laws of the state of Florida. Attached hereto as Exhibit 2.01(a) is a copy of the Company’s Articles of Incorporation, and all amendments thereto. The Company has full corporate power and authority to carry on its business as it is now being conducted and to own and operate its assets, businesses and properties. Company has authority to issue 50 million shares of its $.01 par value capital stock, of which approximately 21.8 million are currently issued and outstanding. We are also authorized to issue 20 million shares of preferred stock, $.01 par value, of which approximately 3.16 million are currently issued and outstanding. Subject to the conversion of outstanding debt and/or preferred shares, the total number of issued and outstanding shares of common stock as of the date of closing will likely increase. Attached hereto as schedule 2.01(b) is a list of outstanding warrants and options. Except for the rights of holders of the Platinum Works convertible debenture to convert said debt into equity, and as set forth in the attached schedules, there are and at the Closing will be no outstanding subscriptions, options, warrants, convertible securities, calls, commitments or agreements calling for or requiring issuance or transfer, sale or other disposition of any shares of capital stock of the Company or calling for or requiring the issuance of any securities or rights convertible into or exchangeable (including on a contingent basis) for shares of capital stock. All of the outstanding shares of the Company are duly authorized, validly issued, fully paid and non-assessable. There are no dividends due, to be paid or are in arrears with respect to any of the capital stock of Company. All of the Shares to be conveyed hereby shall be free and clear of all liens and encumbrances. Attached hereto as schedule 2.01(c) is a list of the current PWI shareholders. Said schedule to be updated prior to Closing. Notwithstanding the foregoing, nothing shall prevent PWI from issuing additional shares of its common stock between the dates of execution of this Agreement and Closing provided the issuance of the common stock has been duly authorized by the Company’s Board of Directors. Attached hereto as exhibit 2.01(d) is a schedule of all subsidiaries of PWI together with copies of the subsidiary articles of incorporation.
Incorporation, Common Stock, Etc. AGDM is a corporation duly organized and existing in good standing under the laws of the State of Delaware. Attached hereto as Schedule 3.01 is a certificate of good standing dated within thirty days of Closing. The Buyer has full corporate power and authority to carry on its business as it is now being conducted and to own and operate its assets, businesses and properties. The Buyer has authorized capital stock consisting of one hundred (100) million shares of Common Stock, par value $.001 per share, of which 52,010,682 shares are outstanding as of January 1, 2004 plus an additional 6,009,033 shares are to be issued. All of the outstanding shares of the Company are duly authorized, validly issued, fully paid and non-assessable. There are no dividends due, to be paid or are in arrears with respect to any of the capital stock of Company. The Company also has ten (10) million authorized shares of preferred stock 25 of which are issued and outstanding. AGDM also has issued 29,341,632 common stock purchase warrants and is required to issue an additional 2,040,792 common stock purchase warrants which are exercisable at prices ranging from $0.50 to $3.00 per share. Attached hereto as exhibit 3.01 is a schedule of all subsidiaries of AGDM together with copies of the subsidiary articles of incorporation. 9 of 19 Initial _____ Initial _____ Initial _____
Incorporation, Common Stock, Etc. The Company is a corporation duly organized and existing in good standing under the laws of the State of Florida. Attached hereto as Exhibit 2.01 is a copy of the Company's good standing certificate. The Company has full corporate power and authority to carry on its business as it is now being conducted and to own and operate its assets, businesses and properties. Company has authorized capital stock consisting of 1,000 shares of Common Stock, no par value per share, of which 1000 shares are currently issued and
Incorporation, Common Stock, Etc. Seller is a corporation duly organized and existing in good standing under the laws of the State of Delaware. The Seller has full corporate power and authority to carry on its business as it is now being conducted and to own and operate its assets, businesses and properties. The Seller has authorized capital stock consisting of 1,500 shares of Common Stock, without par value, of which 723 are issued and are outstanding. As of April 30, 2001, all of the outstanding shares of the Company are duly authorized, validly issued, fully paid and non-assessable. There are no dividends due, to be paid or are in arrears with respect to any of the capital stock of Company.
Incorporation, Common Stock, Etc. Company is a corporation duly organized and existing in good standing under the laws of the State of Florida. Attached hereto as Exhibit 2.01 is the Company's good standing certificate. Company has full corporate power and authority to carry on its business as it is now being conducted and to own and operate its assets, businesses and properties. Company has authorized capital stock consisting of _____________ shares of Common Stock, par value ____________ per share, of which ___________ shares are issued and outstanding. There are and at the Closing will be no outstanding subscriptions, options, warrants, convertible securities, calls, commitments or agreements calling for or requiring issuance or transfer, sale or other disposition of any shares of capital stock of the Company or calling for or requiring the issuance of any securities or rights convertible into or exchangeable (including on a contingent basis) for shares of capital stock. All of the outstanding shares of the Company are duly authorized, validly issued, fully paid and non-assessable. There are no dividends due, to be paid or are in arrears with respect to any of the capital stock of Company.
