Organization and Capitalization. The organizational structure and pro-forma capitalization of the Obligors, after giving effect to the Transactions, as set forth on Schedule 7.20 shall be reasonably satisfactory to the Administrative Agent.
Organization and Capitalization. The Buyer is a corporation duly formed and validly existing and in good standing under the laws of the State of Delaware and has all requisite power and lawful authority to (a) enter into this Agreement and to perform its obligations hereunder, (b) own, lease and operate its properties and assets as they are now owned, leased and operated and (c) carry on its business as now conducted and presently proposed to be conducted.
Organization and Capitalization. Xxxxxx is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of the State of Nevada, with full power and authority and all necessary governmental and regulatory licenses, permits and authorizations to carry on the businesses in which it is engaged, to own the properties that it owns currently and will own at the Closing, and to perform its obligations under this Agreement. Xxxxxx is qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to qualify would have a material adverse effect on the business, properties or condition (financial or otherwise) of Xxxxxx. Xxxxxx does not have any subsidiaries or any other investments or ownership interest in any corporation, partnership, joint venture or other business enterprise, except as set forth in Schedule 5.1. Immediately prior to the Closing Date the authorized capital stock of Xxxxxx consists of (i) 50,000,000 shares of common stock, $.001 par value per share, of which 26,143,495 shares are validly issued and outstanding, and (ii) 10,000,000 shares of preferred stock $.001 par value per share, none of which are issued and outstanding. All of such issued and outstanding shares of the stock of Xxxxxx have been and all of the shares of Xxxxxx Stock to be issued hereby will be, at the Closing, duly authorized and validly issued and are and will be at the Closing fully paid and non-assessable. None of the shares that were issued and none of the shares to be issued hereby will be in violation of any preemptive rights. Xxxxxx has no obligation to repurchase, reacquire or redeem any of its outstanding capital stock. There are no outstanding Xxxxxx derivative securities (options, warrants, convertibles, rights and the like).
Organization and Capitalization. The organizational structure and capitalization of the Obligors, after giving effect to the Transactions, as set forth on Schedule 7.20 shall be satisfactory to the Lenders.
Organization and Capitalization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The authorized capital stock of the Company consists of 17,750,000 shares of capital stock, comprised of 12,000,000 shares of Common Stock, of which 4,318,182 shares of Common Stock are issued and outstanding and 5,750,000 shares of Preferred Stock, of which (i) 627,630 shares are designated as Series A Preferred Stock, of which 388,065 shares are issued and outstanding, (ii) 1,372,370 shares are designated as Series B Preferred Stock, of which 1,372,370 shares are issued and outstanding, and (iii) 3,750,000 shares are designated as Series C Preferred Stock, of which 2,275,412 shares are issued and outstanding. There are reserved for issuance: (i) 1,875,000 shares of Common Stock which may be issued upon conversion of Series B Preferred Stock; (ii) 2,275,412 shares of Common Stock which may be issued upon conversion of Series C Preferred Stock; (iii) 409,846 shares of Common Stock which may be issued pursuant to the exercise of options previously granted to present and future employees of the Company; (iv) 390,154 shares of Common Stock which are available for future grants of options under the Company's Stock Option Plan; and (v) up to 186,750 shares of Common Stock which may be issued pursuant to the exercise of a warrant issued to Alex. Xxowx & Xons Incorporated. Except as set forth above, the Company has not issued or agreed to issue any stock purchase rights or securities convertible into Common Stock; there are no preemptive rights in effect with respect to the issuance of any shares of Common Stock. All the issued and outstanding shares of the Company's capital stock have been validly issued without violation of any preemptive or similar rights and are fully paid and nonassessable. A copy of the Company's Certificate of Incorporation, as in effect as of the Warrant Grant Date, is attached hereto as Exhibit C.
Organization and Capitalization. 10 Section 2.1 Formation of the Company..............................................................10 Section 2.2 Name..................................................................................10 Section 2.3 Purpose...............................................................................10 Section 2.4
Organization and Capitalization. CTU is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation.
Organization and Capitalization. Xxxxx is a corporation --------------------------------- duly organized, validly existing and in good standing under the laws of the State of Texas, with full power and authority and all necessary governmental and regulatory licenses, permits and authorizations to carry on the businesses in which it is engaged, to own the properties that it owns currently and will own at the Closing. Xxxxx is qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to qualify would have a material adverse effect on the business, properties or condition (financial or otherwise) of Xxxxx. Xxxxx does not have any subsidiaries or any other investments or ownership interest in any corporation, partnership, joint venture or other business enterprise. The authorized capital stock of Xxxxx consists of 100,000 shares of common stock of which 100,000 shares are validly issued and outstanding. There are no shares of preferred stock of Xxxxx authorized or outstanding. All of such issued and outstanding shares of Xxxxx Stock have been duly authorized and validly issued and are fully paid and non-assessable. The Stockholders own 100% of the capital stock of Xxxxx. None of the shares were issued in violation of any preemptive rights. There are no existing warrants, options, rights of first refusal, conversion rights, calls, commitments or other agreements of any character pursuant to which Xxxxx is or may become obligated to issue any of its stock or securities. Xxxxx has no obligation to repurchase, reacquire or redeem any of its outstanding capital stock.
Organization and Capitalization. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware with the power and authority to own its assets and operate its business. Schedule 5.4 of the Issuer Disclosure Schedule to that certain Share Purchase Agreement, of even date herewith (in connection with which, among other things, the Company is issuing on the date hereof shares of its capital stock (the “Share Purchase Agreement”), sets forth a true and correct schedule of all of the outstanding equity interests in the Company as of the date hereof, as well as all of the options, convertible securities and other rights to acquire or commitments to issue equity interests in the Company (other than the Restricted Stock Units and other rights to acquire or commitments to issue equity interests in the Company pursuant to the Share Purchase Agreement). The shares of Common Stock issuable by the Company hereunder have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such shares will not be subject to any preemptive or similar rights.
Organization and Capitalization. FCAI is a corporation duly --------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority and all necessary governmental and regulatory licenses, permits and authorizations to carry on the businesses in which it is engaged, to own the properties that it owns currently and will own at the Closing, and to perform its obligations under this Agreement. FCAI is qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to qualify would have a material adverse effect on the Stock Exchange Agreement - 8 business, properties or condition (financial or otherwise) of FCAI. FCAI does not have any subsidiaries or any other investments or ownership interest in any corporation, partnership, joint venture or other business enterprise, except as set forth in Schedule 5.1. Immediately prior to the Closing Date the authorized capital stock of FCAI consists of (i) 100,000,000 shares of common stock, $0.001 par value of which 71,131,142 shares are validly issued and outstanding at the date hereon. All of such issued and outstanding shares of FCAI Stock have been and all of the shares of FCAI Stock to be issued hereby will be, at the Closing, duly authorized and validly issued and are and will be at the Closing fully paid and non-assessable. None of the shares that were issued and none of the shares to be issued hereby will be in violation of any preemptive rights. FCAI has no obligation to repurchase, reacquire or redeem any of its outstanding capital stock. FCAI also has outstanding options to purchase up to 5,710,000 shares of its common stock.
