Share Capitalization. 15 4.5 Disclosure.............................................. 15
Share Capitalization. (a) The authorized capital of Cableshare consists of an unlimited number of Special Shares, an unlimited number of Class A Shares and an unlimited number of Class B Shares. (b) As at the date hereof: (i) 11,950,088 Class A Shares and 2,432,517 Class B Shares are issued and outstanding; (ii) no Special Shares are issued and outstanding; and (iii) there are no other issued and outstanding shares in the capital of Cableshare. (c) All issued and outstanding shares of Cableshare have been validly authorized and issued and are fully paid and non-assessable. The Class A Shares and Class B Shares are listed and posted for trading on The Toronto Stock Exchange, but not on any other exchange or stock quotation and trading system. 14 15 (d) There are no options, warrants, conversion privileges, calls or other rights of any nature whatsoever, and no Contract or any other document under which Cableshare is obligated, contingently or otherwise, to issue or sell any shares in the capital stock of Cableshare or securities or obligations of any kind convertible into or exchangeable for any shares in the capital stock of Cableshare, nor are there outstanding any stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the book value, income or other attributes of Cableshare, except for (i) the options to acquire Class A Shares described as to date of grant, number of Class A Shares under option, holder, option exercise price and expiry date described in the Cableshare Information Circular, and (ii) the rights of holders of Class B Shares to convert each Class B Share into a Class A Share in accordance with the articles of Cableshare. No holder of Cableshare shares is entitled to any pre-emptive or other similar rights in respect of shares in the capital of Cableshare. 3.7
Share Capitalization. (a) The authorized capital of Source consists of 1,000,000 shares of Preferred Stock, U.S.$0.001 par value, 50,000,000 Source Common Shares, and an unlimited number of shares of treasury stock. (b) As at the date hereof: (i) 9,945,690 Source Common Shares are issued and outstanding; (ii) no shares of Preferred Stock are issued and outstanding; and (iii) there are no other outstanding shares in the capital of Source. (c) All issued and outstanding shares of Source have been validly authorized and issued and are fully paid and non-assessable. The Source Common Shares are listed and posted for trading on NASDAQ, but not on any other exchange or stock quotation and trading system. 4.5
Share Capitalization. As of the date of acceptance of this Subscription, the authorized capital stock of the Company consists of 100,000,000 shares of common stock. All the outstanding shares are validly issued and are fully paid and nonassessable. The Common Stock has a par value US$0.001 per share (the “Common Stock”). Par Value is a nominal value that is a vestige of creditors’ rights laws that was arbitrarily assigned to the shares of Common Stock for purposes of compliance with applicable state law at the date of the Company’s incorporation. It bears no direct relationship to the market value of the stock, or the Purchase Price of the Common Stock, or any ultimate sale or disposition value which may be derived from the Common Stock.
Share Capitalization. As of September 25, 2008, the authorized share capital of the Company consists of 1,100,000,000 ordinary shares, of which 159,656,318 shares are issued and outstanding, 135,523,401 shares are reserved for issuance upon exercise of outstanding options and warrants (including options granted to employees, officers, directors, related parties, banks, and other public investors), 96,504,214 shares are reserved for issuance upon conversion of outstanding convertible debentures, 321,988,510 shares are reserved for issuance upon conversion of equity equivalent capital notes, and 5,900,000 shares are reserved for future grants of options to employees, officers, consultants and directors. Attached hereto as Schedule 3 is a capitalization table reflecting all shareholdings and holdings of securities (including capital notes, warrants, options and convertible debentures) in the Company after the Closing. All issued and outstanding share capital of the Company has been duly authorized, and is validly issued and outstanding and fully paid and non-assessable. The Capital Note and the Shares issued upon its conversion will be validly issued, fully paid, nonassessable and not subject to any pledge, lien or restriction on transfer, except for restrictions on transfer imposed hereunder and by the applicable securities laws. The Company has reserved for issuance enough ordinary shares to issue the Shares. The issuance of the Capital Note and the Shares issued upon its conversion will not conflict with the Articles of Association of the Company then in effect nor with any outstanding warrant, option, call, preemptive right or commitment of any type relating to the Company’s capital stock.
Share Capitalization. As at August 17, 2006, the authorised share capital of the Company consists of 500,000,000 (five hundred million) ordinary shares, of which 85,406,010 (eighty five million four hundred and six thousand and ten) shares are issued and outstanding, 40,600,675 (forty million six hundred thousand six hundred and seventy five) shares are reserved for issuance upon exercise of outstanding options and warrants (including options granted to employees, officers, directors, related parties, banks, contractors and other public investors), 51,143,776 (fifty one million one hundred and forty three thousand seven hundred and seventy six) shares are reserved for issuance upon conversion of outstanding convertible debentures, 4,341,571 (four million three hundred and forty one thousand five hundred and seventy one) shares are reserved for issuance upon conversion of convertible debentures issuable upon exercise of outstanding warrants and 14,124,285 (fourteen million one hundred and twenty four thousand two hundred and eighty five) shares are reserved for future grants of options to employees, officers, consultants and directors. All issued and outstanding share capital of the Company has been duly authorized, and is validly issued and outstanding and fully paid and non-assessable. The Capital Note and the Shares issued upon its conversion will be validly issued, fully paid, nonassessable and not subject to any pledge, lien or restriction on transfer, except for restrictions on transfer imposed hereunder and by the applicable securities laws. The Company has reserved for issuance enough ordinary shares to issue the Shares. The issuance of the Capital Note and the Shares issued upon its conversion will not conflict with the Memorandum of Association or the Articles of Association of the Company then in effect nor with any outstanding warrant, option, call, preemptive right or commitment of any type relating to the Company's capital stock.
Share Capitalization. As payment in full for the Shares, the Company shall apply the relevant sum standing to the credit of the share premium account in paying up in full, at par, the Shares.
Share Capitalization. The Purchaser is authorized to issue an unlimited number of common shares. As of the date hereof, 6,500,000 common shares in the capital of the Purchaser are issued and outstanding as fully paid and non-assessable.
Share Capitalization. Afrocan acknowledges that (i) as of the date hereof, Ardent is publicly traded company in the United States, with 14,957,650 shares issued and outstanding; and (ii) it is Ardent’s intent to issue additional shares of its common stock subsequent to the date hereof, including without limitation, in connection with the Financing Shares, for purposes of acquiring other mineral rights, fund raising for operations and expansion, and for purposes of compensating employees, officers and directors. Ardent Mines Limited - Afrocan Resources Ltd. - Exploration and Acquisition Agreement
Share Capitalization. Prior to an IPO by FI, the parties hereto agree that the capitalization of FI and the respective share ownership of the parties to this Agreement shall remain the same as set forth in Exhibit "A" attached hereto, except that the three (3) FI Options may be exercised. The parties to this Agreement further agree that prior to an initial public offering of the common stock of FI, at some later date, the share capitalization of FI cannot be changed without the prior written consent of FI and Yves Faroudja.
