03Capitalization Sample Clauses

03Capitalization. The authorized capital stock of Purchaser consists of (i) 90,000,000 shares of Purchaser Stock, of which 6,237,462 shares are issued and outstanding as of the date hereof, and (ii) 10,000,000 shares of preferred stock, of which 2,000,000 are designated as Series A Preferred Stock (“Series A Preferred Stock”), and 1,000,000 shares are designated as Series B Preferred Stock (“Series B Preferred Stock”). As of the date hereof there are 400,000 shares of Series A Preferred Stock are issued and outstanding and no shares of Series B Preferred Stock issued and outstanding. All of the outstanding shares of Purchaser Stock and Series A Preferred Stock have been duly and validly authorized, and, to the extent applicable, are validly issued, fully paid and non-assessable. No shares of Purchaser Stock or Series A Preferred Stock are entitled to preemptive rights or registration rights and there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of Purchaser. There are no contracts, commitments, understandings, or arrangements by which Purchaser is or may become bound to issue additional shares of the capital stock of Purchaser or options, securities or rights convertible into shares of capital stock of Purchaser. Purchaser is not a party to or bound by any agreement or understanding granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities. Purchaser is not a party to, and it has no knowledge of, any agreement or understanding restricting the voting or transfer of any shares of the capital stock of Purchaser. The offer and sale of all capital stock, convertible securities, rights, warrants, or options of Purchaser issued prior to the Closing complied with all applicable federal and state securities laws, and to the best knowledge of Purchaser, no holder of such securities has a right of rescission or has made or threatened to make a claim for rescission or damages with respect thereto which could have a Material Adverse Effect. Purchaser has furnished or made available to the Shareholder and the Company true and correct copies of Purchaser’s Articles of Incorporation as in effect on the date hereof (the “Purchaser Charter”), and Purchaser’s Bylaws as in effect on the date hereof (the “Purchaser Bylaws”).

03Capitalization. (a) As of the date of this Agreement, the authorized share capital of the Company consists of (i) 200,000,000 Class A Shares, (ii) 4,700,000,000 Class B Shares, and (iii) 100,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the Board may determine in accordance with our Memorandum and Articles. As of the date of this Agreement, (i) 86,383,174 Class A Shares are issued and outstanding, (ii) (A) 33,304,410 Class B Shares are issued pursuant to share-based compensation awards granted under the 2017 Equity Incentive Plan of the Company and the 2021 Equity Incentive Plan of the Company and (B) 613,185,365 Class B Shares are issued and outstanding. All outstanding Ordinary Shares are, and all such shares that may be issued prior to the date hereof will be, when issued, duly authorized, validly issued, fully paid and non-assessable. (b) All of the issued equity securities of each Subsidiary of the Company are validly issued, fully paid and non-assessable, and were issued in compliance with the applicable registration and qualification requirements of Applicable Laws.

03Capitalization. (a) The authorized capital stock of the Company consists of one million (1,000,000) shares of Common Stock, par value $0.001 per share, of which 100 shares are issued and outstanding, and are all owned by the Seller. All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by the Seller, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, the Buyer will still own all of the Shares, free and clear of all Encumbrances. Seller is also the sole owner of all of the issued and outstanding capital stock of Electrogistics and owns all of such shares of capital stock free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Seller will still be the sole owner of all of the issued and outstanding capital stock of Electrogistics, with full right, title and interest to cause the sale of the assets of Electrogistics to the Buyer upon exercise, if any, of the Option by the Buyer pursuant to the terms of the Option Agreement. (b) All of the Shares were issued in compliance with applicable Laws. None of the Shares were issued in violation of any agreement, arrangement or commitment to which the Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person. (c) There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Company or obligating the Seller or the Company to issue or sell any shares of capital stock of, or any other interest in, the Company. The Company does not have outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares.

03Capitalization. The authorized capitalization of XCR consists of 100,000,000 shares of common stock (the “XCR Common Stock”) of which 34,158,826 shares are issued and outstanding, 400 shares of Series A Preferred Stock, 3,603,600 shares of Series B Preferred Stock, and 1,081,080 shares of preferred stock. All shares of preferred stock shall be converted to XCR Common Stock on a one-for-one basis prior to or in connection with Closing. All issued and outstanding XCR Common Stock are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other right of any person. There are no dividends or other amounts due or payable with respect to any of the XCR Shares, except for any amounts due or payable to any shareholder of XCR pursuant to the exercise by such shareholder of dissenters’ rights. Except as disclosed on Section 4.03 of the XCR Disclosure Schedule, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require XCR to issue, sell, or otherwise cause to become outstanding any of its capital stock or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to XCR, or voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of XCR.

03Capitalization. The authorized capitalization of BioSculpture consists of 20,000,000 shares of common stock (the “BioSculpture Common Stock”) of which 6,307,226 shares are issued and outstanding. BioSculpture has 10,000,000 shares of Preferred Stock authorized, but none are designated, and there are no shares of BioSculpture Preferred Stock outstanding. All issued and outstanding shares of BioSculpture Common Stock are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other right of any Person. There are no dividends or other amounts due or payable with respect to any of the BioSculpture Shares, except for any amounts due or payable to any shareholder of BioSculpture pursuant to the exercise by such shareholder of dissenters’ rights. Except as disclosed in Section 4.03 of the BioSculpture Disclosure Schedule, as of the date of this Agreement and upon the Closing there are and shall be no issued, outstanding or authorized BioSculpture Options or other options, warrants, purchase rights, subscription rights, stock purchase rights, restricted stock units or grants, dividend or distribution rights, debt or equity conversion rights, exchange rights, preemptive rights, registration rights, repurchase rights, vesting rights, lapses of restrictions, redemption rights, convertible notes or other Indebtedness instruments or convertible note or other Indebtedness obligations or other rights, contracts, instruments or understandings in regard to BioSculpture capital stock or other securities or that could require BioSculpture to issue, sell, acquire, exchange, convert, redeem or otherwise cause to become registered, acquired, issued or outstanding any of its capital stock or securities; and there are and shall be no outstanding or authorized stock appreciation, contingent value rights, phantom stock, profit participation, stock or equity awards, stock or equity grants, stock plans, equity or incentive or performance-based compensation or similar rights, securities, agreements, instruments or understandings with respect to BioSculpture or its respective capital stock or securities; and there are and shall be no voting rights, voting trusts, proxies, or other rights, securities, agreements, instruments or understandings with respect to the voting of the capital stock, indebtedness or securities of BioSculpture (any of the foregoing, “BioSculpture Securities Rights”).

03Capitalization. The authorized capitalization of Banner consists of 5,000,000 of shares of preferred stock, $0.0001 par value of which 10,000 are issued and outstanding, and 45,000,000 shares of common stock, $0.0001 par value, of which 5,565,976 are issued and outstanding. All issued and outstanding shares of Banner are legally issued, fully paid, and nonassessable and not issued in violation of the preemptive or other right of any person. There are no dividends or other amounts due or payable with respect to any of the shares of capital stock of Banner. There are 706,896 warrants to purchase Banner Shares at an exercise price equal to a 30% discount to the price offered at a potential initial public offering of Banner Shares.

03Capitalization. The authorized share capital of Parent consists of (i) 2,000,000,000 shares of common stock, par value $0.01 per share, of Parent (the “Parent Common Stock,” and each share thereof, a “Parent Share” and collectively, the “Parent Shares”) and (ii) 50,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”).

03Capitalization. (1) The authorized securities of Foreland consists only of 100,000 shares of common stock, of which 1,000 shares are issued and outstanding and constitute the Foreland Shares. All of the Foreland Shares have been duly authorized, are validly issued, fully paid and nonassessable, and are owned of record and beneficially by Seller, free and clear of all Encumbrances. Upon the transfer, assignment, and delivery of the Foreland Shares and payment therefor in accordance with the terms of this Agreement, Buyer shall own all of the Foreland Shares, free and clear of all Encumbrances. (2) All of the Foreland Shares were issued in compliance with applicable Laws. None of the Foreland Shares were issued in violation of any agreement or commitment to which Seller or Foreland is a party or is subject to or in violation of any preemptive or similar rights of any individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity (each, a “Person”). For purposes of this Agreement, “Laws” means any federal, state, local or non-U.S. statute, law, common law, act, ordinance, regulation, constitution, sub-regulatory guidance, rule, code, order, directive, judgment, injunction, ruling, award, decree, writ, policy, guidance, or other requirement or rule of law. (3) There are no outstanding or authorized options, warrants, convertible securities, stock appreciation, phantom stock, profit participation, or other rights, agreements, or commitments relating to the shares of Foreland or obligating Seller or Foreland to issue or sell any shares of, or any other interest in, Foreland. There are no voting trusts, stockholder agreements, proxies, or other agreements in effect with respect to the voting or transfer of any of the Foreland Shares.

03Capitalization. The authorized capitalization of BOTH consists solely of 250,000,000 authorized shares of common stock (the “BOTH Common Stock”), $.001 par value, of which 1,134,559 shares of common stock are issued and outstanding and 25,000,000 shares of authorized preferred stock of which no outstanding shares of preferred stock. All issued and outstanding shares of BOTH Common Stock are legally issued, fully paid, and non-assessable and not subject to any preemptive or other right of any person created by statute, BOTH’s Articles of Incorporation or Bylaws or any agreement to which BOTH is a party or by which BOTH may be bound. All outstanding BOTH securities have been issued in compliance with applicable federal and state securities laws. The authorized capitalization of Merger Sub consists solely of 1,000 authorized shares of common stock (the “Merger Sub Common Stock”), $.001 par value, of which 1,000 shares of common stock are issued and outstanding and held by BOTH, and no authorized, issued or outstanding shares of preferred stock. All issued and outstanding shares of Merger Sub Common Stock are legally issued, fully paid, and non-assessable and not subject to any preemptive or other right of any person created by statute, Merger Sub’s Articles of Incorporation or Bylaws or any agreement to which Merger Sub or BOTH is a party or by which Merger Sub or BOTH may be bound. All outstanding BOTH and Merger Sub securities have been issued in compliance with applicable federal and state securities laws. There are no dividends or other amounts due or payable with respect to any of the shares of capital stock of BOTH, including, but not limited to, any amounts due or payable to any stockholder of BOTH pursuant to the exercise by any BOTH stockholder of Appraisal Rights or similar rights. Except as disclosed in Section 3.03 of the BOTH Disclosure Schedule, as of the date of this Agreement and as of the Closing Date, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require BOTH or Merger Sub to issue, sell, or otherwise cause to become outstanding any of their capital stock, outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to BOTH or Merger Sub, or voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of BOTH or Merger Sub.