Xxxxxxx Stock. The total number of shares of capital stock which the Corporation shall have authority to issue is Three Hundred Ten Million (310,000,000) shares, consisting of: (a) Three Hundred Million (300,000,000) shares of common stock, $.001 par value per share (the “Common Stock”); and (b) Ten Million (10,000,000) shares of preferred stock, $.001 par value per share (the “Preferred Stock”), issuable in one or more series as hereinafter provided.
Xxxxxxx Stock. At and after the Effective Time, each share of Xxxxxxx Common Stock and each share of Xxxxxxx Preferred Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock or preferred stock, as applicable, of the Surviving Corporation and shall not be affected by the Merger.
Xxxxxxx Stock. Capital Stock shall refer to the total issued and outstanding capital stock of either iVG or Swan and shall be calculated on a fully diluted basis that shall include all issued and outstanding options or warrants to purchase the capital stock of the parties.
Xxxxxxx Stock. 6 Section 1.44.
Xxxxxxx Stock. 3 2.5.Shares and Conversion Shares........................................................................ 4 2.6.Consents and Approvals.............................................................................. 4 2.7.Articles of Incorporation, Certificate of Designation and By-Laws................................... 4 2.8.Subsidiaries........................................................................................ 4 2.9.
Xxxxxxx Stock. (a)The authorized capital stock of Company consists of (i) 30,000,000 shares of Company Common Stock, of which, as of the date of this Agreement, 793,500 shares are issued and outstanding (none of which are subject to transfer or forfeiture restrictions) and (ii) 1,000,000 shares of preferred stock, par value $0.01 per share, no shares of which are issued and outstanding as of the date of this Agreement. As of the date of this Agreement, no shares of Company Common Stock were reserved for issuance. Company Disclosure Schedule 3.03(a) sets forth a true, correct and complete list of the shareholders of Company, showing the number of shares of Company Common Stock held by each such shareholder.
Xxxxxxx Stock. With respect to the Buffton Stock to be received by Xxxxxxx pursuant to the terms of this Agreement, Xxxxxxx represents to Buffton and Cabo the following:
Xxxxxxx Stock. The Buffton Stock, when issued and delivered, will be duly and validly issued, fully paid and non-assessable. The Buffton Stock is the only class of capital stock of Buffton currently issued and outstanding. The holders of common stock of Buffton have equal rights in all respects. The common stock of Buffton has no conversion rights or redemption privileges. Holders of the common stock of Buffton have no preemptive or other rights to subscribe for shares and no cumulative voting rights.
Xxxxxxx Stock. To MBC and the MBC Sellers' knowledge, (a) as of the date hereof, no shares of the capital stock of the Company are held in the treasury; (b) there are no outstanding options, conversion rights, warrants, or other present or future rights in existence to acquire or to vote any of the Company's shares of capital stock; (c) the Company Stock represents all the issued and outstanding shares of capital stock of the Company, and all such shares have been duly and validly issued and are fully paid and nonassessable and are not subject to any preemptive rights; (d) there are no voting trust agreements or other contracts, agreements, or arrangements restricting or affecting voting or dividend rights or transferability with respect to the Company Stock; (e) the Company has not violated any federal, foreign, state, or local law, ordinance, rule, or regulation in connection with the offer for sale or sale and issuance of its outstanding shares of capital stock or any other securities; and (f) MBC owns the Company Stock free and clear of any mortgages, liens, claims, charges, encumbrances, assessments, or other security or adverse interests of any kind or nature whatsoever.
Xxxxxxx Stock. The authorized and outstanding Capital Stock of Borrower is as shown on Schedule 5.17 attached hereto. All of the Capital Stock of Borrower has been duly and validly authorized and issued and is fully paid and non-assessable and has been sold and delivered to the holder thereof in compliance with, or under valid exemption from, all Federal and state laws and the rules and regulations of all Governmental Authorities governing the sale and delivery of securities. Except for the rights and obligations shown on Schedule 5.17, there are no subscriptions, warrants, options, calls, commitments, rights or agreements by which Borrower or any of the shareholders of Borrower is bound relating to the issuance, transfer, voting or redemption of shares of its Capital Stock or any pre-emptive rights held by any Person with respect to the shares of Capital Stock of Borrower. Except as shown on Schedule 5.17, Borrower has not issued any securities convertible into or exchangeable for shares of its Capital Stock or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.Solvency. After giving effect to the transactions contemplated under this Agreement, Borrower is solvent, is able to pay its debts as they become due, and has capital sufficient to carry on its business and all businesses in which it is about to engage, and now owns Property having a value both at fair valuation and at present fair salable value greater than the amount required to pay Borrower's debts. Borrower will not be rendered insolvent by the execution and delivery of this Agreement or any of the other Loan Documents executed in connection with this Agreement or by the transactions contemplated hereunder or thereunder. Perfection and Priority. This Agreement and the other Loan Documents are effective to create in favor of Lender legal, valid and enforceable Liens in all right, title and interest of Borrower in the Collateral, and when financing statements have been filed in the offices of the jurisdictions shown on Schedule 5.19 attached hereto under Borrower's name, Borrower will have granted to Lender, and Lender will have perfected first priority (except for Liens in favor of Lender under the Term Loan Documents) Liens in the Collateral, superior in right to any and all other Liens, existing or future.
