The Parent Common Stock. At the closing, the Parent Common Stock will have been duly authorized by Parent and, when issued to Shareholders pursuant to this Agreement, will be duly issued, fully paid and non-assessable shares of Parent Common Stock. The Parent Common Stock, when issued pursuant hereto: (i) will not be issued in violation of or subject to any preemptive rights, rights of first refusal or, other than as set forth in this Agreement, contractual restrictions of any kind; and (ii) will vest in Shareholders, respectively, good title to Parent Common Stock free and clear of all Liens. Capitalization. The authorized capital stock of Parent consists of: (i) 250,000,000,000 shares of common stock, $0.0001 par value. Parent has; (i) 37,156,062,880 shares of common stock; and (ii) no shares of convertible preferred stock; issued and outstanding and at the Closing, Parent will not, have outstanding any capital stock or other securities or any rights, warrants or options to acquire securities of Parent or any convertible or exchangeable securities and, other than Buyer pursuant to this Agreement, no person has or, at Closing will have, any 28 right to purchase or otherwise acquire any securities of Parent. In addition, at the Closing following the Reverse Stock Split (See Section 4.8), Parent will have 7,431,212 shares of common stock; and (ii) no shares of convertible preferred stock; issued and outstanding There are, and at Closing there will be, no outstanding obligations of Parent to repurchase, redeem or otherwise acquire any securities of Parent. All of Parent Common Stock is, and at Closing will be, duly authorized, duly and validly issued, fully paid and non-assessable, and none were issued in violation of any preemptive rights, rights of first refusal or any other contractual or legal restrictions of any kind. Pursuant to the order of the United States Bankruptcy Court for the Western District of Pennsylvania; In Re: BICO, INC., f/k/a Biocontrol Technology, Inc. Bankruptcy No. 03-23239-MBM (the "Bankruptcy Court Order"), Parent has 33,503,739,194 shares of its common stock which it may issue for working capital and other purposes (the "Bankruptcy Shares"). In addition, pursuant to the Bankruptcy Court Order, Parent has 2,180,399,056 shares of its common stock which it may issue for certain debtor obligations.
The Parent Common Stock. All of the Parent Common Stock, upon issuance in accordance with the terms and conditions of this Agreement, will be duly and validly issued and fully paid and non-assessable. There will be no personal liability, and there are no preemptive or similar rights, attached to the Parent Common Stock. Upon consummate of the Merger, the shareholders of the Company will hold the Parent Common Stock, free and clear of any liens, claims, charges, restrictions or encumbrances of any nature whatsoever.
The Parent Common Stock. The Parent Common Stock has been duly authorized by Parent and, when issued to Shareholders pursuant to this Agreement, will be duly issued, fully paid and non-assessable shares of Parent Common Stock. The Parent Common Stock, when issued pursuant hereto: (i) will not be issued in violation of or subject to any preemptive rights, rights of first refusal or, other than as set forth in this Agreement, contractual restrictions of any kind; and (ii) will vest in Shareholders, respectively, good title to Parent Common Stock free and clear of all Liens.
The Parent Common Stock. The shares of Parent Common Stock to be delivered pursuant to Section 1.6(a) will, upon issuance pursuant to this Agreement, be duly authorized, validly issued, fully paid and non-assessable, and free of liens and restrictions on transfer.
