The Company Capital Stock. The Company agrees that it will cause the Merger Shares at the Effective Time pursuant to Section 1.6(b) to be available for such purposes. The Company further covenants that at the Closing, and including the issuance of the Merger Shares, the shares of Common Stock sold in the “Offering” and the retirement of the debt and conversion of the Preferred Stock in the Reorganization (as those terms are defined herein) there will be approximately 40,000,000 shares of the Common Stock issued and outstanding, and that, no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.
The Company Capital Stock. The Company agrees that it will cause the Merger Shares at the Effective Time pursuant to Section 1.6(b) to be available for such purposes. The Company further covenants that at the Closing, and including the issuance of the Merger Shares, and the shares of Common Stock sold in the “MaximumOffering” (as those terms are defined herein) and following a forward-split of the Common Stock on 12.35 for 1 (12:35:1) basis as set forth herein and the retirement by the Company of 3,500,000 shares of Common Stock held by Mt. Laurel Holdings, Inc. (the “Share Cancellation”) there will be approximately 41,500,000 shares of the Common Stock issued and outstanding and that, no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.
The Company Capital Stock. The Company agrees that it will cause the Merger Shares at the Effective Time pursuant to Section 1.6(b) to be available for such purposes. The Company further covenants that at the Closing, and including the issuance of the Merger Shares, the shares of Common Stock sold in the “Offering” and underlying the “Debentures” (as those terms are defined herein) there will be no more than 95,873,000 shares of the Common Stock issued and outstanding, and that other than the Debentures (as defined herein) and options to purchase 1,000,000 shares of Common Stock at an exercise price of $0.10 per share, no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.
The Company Capital Stock. The Company agrees that it will cause the Merger Shares at the Effective Time pursuant to Section 1.6(b) to be available for such purposes. The Company further covenants that at the Closing, and including the issuance of the Merger Shares, the retirement and cancellation of the Exchange Shares and the effectuation of the Reverse Split on a 1 for 10 or 1 to 15 basis. There will be approximately 26,203,034 shares of the I-On Common Stock issued and outstanding, and that, no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.
The Company Capital Stock. The Company agrees that it will cause the Merger Shares at the Effective Time pursuant to Section 1.6(b) to be available for such purposes. The Company further covenants that at the Closing, and including the issuance of the Merger Shares, the sale of shares of Common Stock sold in the "Offering" in the "Maximum Offering Amount" (as those terms are defined herein), and the retirement by the Company of 5,000,000 shares of Common Stock held by Txx Xxxx and 5,000,000 shares of Common Stock held by Jxxx Xxxxx (the "Share Cancellation"), there will be approximately 40,300,000 shares of the Common Stock issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.
The Company Capital Stock. (a) The authorized capital stock of the Company consists only of 1,000 shares of common stock, $.01 par value per share, of which 100 shares are outstanding; all of such outstanding shares are owned directly by Seller. All of the Shares have been duly authorized and validly issued and are fully paid and non-assessable. The Shares are not subject to any liens or restrictions on transfer, other than restrictions imposed by applicable securities laws. There is no authorized or outstanding option, subscription, warrant, call, right, commitment or other agreement obligating the Company (or Seller with respect to the capital stock of the Company) to issue or transfer any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.
The Company Capital Stock. Such Seller has good and valid title to the shares of Company Capital Stock set forth next to such Seller’s name on Exhibit E, free and clear of all Encumbrances. Assuming Buyer has the requisite power and authority to be the lawful owner of such shares of Company Capital Stock, upon delivery to Buyer at the Closing of instruments of assignment in respect of such shares of Company Capital Stock, duly executed by such Seller, good and valid title to such shares of Company Capital Stock will pass to Buyer, free and clear of any Encumbrances. Other than this Agreement, such shares of Company Capital Stock are not subject to any voting trust agreement or other contract or agreement, including any contract restricting or otherwise relating to the voting, dividend rights or disposition of such shares of Company Capital Stock.
