Authorized and Issued Capital. The authorized capital of the Purchaser consists of an unlimited number of common shares and an unlimited number of preferred shares, of which (i) at the date of this Agreement, 24,610,042 common shares (and no more) have been duly issued and are outstanding as fully paid and non-assessable and no preferred shares are outstanding, and (ii) at the Closing Time, 24,610,042 common shares (and no more) shall have been duly issued and shall be outstanding as fully paid and non-assessable.
Authorized and Issued Capital. (i) The authorized capital of iAnthus consists of an unlimited number of iAnthus Shares. The iAnthus Disclosure Letter sets forth, as at the date of this Agreement the number of issued and outstanding iAnthus Shares.
(ii) The authorized capital of AcquisitionCo consists of an unlimited number of common shares without par value. As of the date hereof, there are 1,000 AcquisitionCo Shares issued and outstanding, all of which are held by iAnthus. All outstanding AcquisitionCo Shares have been authorized and validly issued as fully paid and non-assessable.
(iii) There are no bonds, debentures or other evidences of indebtedness of iAnthus Group outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with iAnthus Shareholders on any matter.
(iv) Except as otherwise disclosed in the iAnthus Disclosure Letter, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any kind that obligate iAnthus to issue or sell any shares of capital stock or other securities of iAnthus or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of iAnthus or any of its Subsidiaries.
(v) There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any kind that obligate AcquisitionCo to issue or sell any shares of capital stock or other securities of AcquisitionCo or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of AcquisitionCo.
(vi) All outstanding iAnthus Shares have been duly authorized and validly issued as fully paid and non- assessable, and are validly issued and outstanding as fully paid and non-assessable.
(vii) All outstanding securities of each of iAnthus and AcquisitionCo have been issued in material compliance with all applicable Laws, including Securities Laws.
Authorized and Issued Capital. The authorized capitalization of the Company, the Parent and each of their Subsidiaries is set forth on Schedule 5(c). Except as set forth on Schedule 5(c), the Company and the Parent have not issued any other shares of their Capital Stock and there are no further subscriptions, contracts or agreements for the issuance or purchase of any other or additional equity interest in the Company, the Parent or any of their Subsidiaries, either in the form of options, agreements, warrants, calls, convertible securities or other similar rights. All the outstanding shares of Capital Stock have been duly and validly authorized and issued and are fully paid and nonassessable and will have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws. Set forth on Schedule 5(c) is a listing of all directors, managers, officers, partners, members and shareholders (including the number of shares of each class or percentage partnership interest, as the case may be, owned by each such Person) of the Company, the Parent and each of their Subsidiaries and of the holders of all outstanding options, agreements, warrants, calls, convertible securities and other rights relating to the issuance of equity securities of, or interests in, the Company, the Parent and each of their Subsidiaries. Except as set forth on Schedule 5(c), neither the Company, the Parent nor any of their Subsidiaries is a party to any "phantom stock", employee stock option plan, other equity-based incentive plan or similar agreement. Except as set forth on Schedule 5(c), (i) there are no preemptive or similar rights to purchase or otherwise acquire equity securities of, or interests in, the Company, the Parent or any of their Subsidiaries pursuant to any Requirement of Law or Contractual Obligation applicable to the Company, the Parent or any of their Subsidiaries and (ii) no registration rights under the Securities Act have been granted by the Company, the Parent or any of their Subsidiaries with respect to its equity securities or interests.
Authorized and Issued Capital. The authorized share capital of the Corporation consists of an unlimited number of common shares, of which 239.5 common shares are issued and outstanding and fully paid and non-assessable shares of the Corporation. The Shares represent all of the issued and outstanding shares of the Corporation and the Vendors are the sole securityholders of the Corporation;
Authorized and Issued Capital. The authorized capital of the Company consists of an unlimited number of Common Shares, without par value, of which 100,156,597 Common Shares have been validly issued and are outstanding. All of the issued and outstanding Common Shares are fully paid and non-assessable and have been duly authorized and issued, in compliance with applicable Laws and not in violation of or subject to any pre-emptive or similar right that entitles any person to acquire from the Company any Common Shares or other security of the Company.
Authorized and Issued Capital the authorized capital of the Corporation consists of an unlimited number of common shares without par value of which 60,366,222 common shares were issued and outstanding as of June 27, 2014 as fully paid and non-assessable shares in the capital of the Company;
Authorized and Issued Capital. The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares, of which the number of Common Shares set forth on Schedule A attached hereto were issued and outstanding as fully paid and non-assessable shares and nil preferred shares were issued and outstanding as of the date hereof.
Authorized and Issued Capital. The authorized capital of MFI consists of an unlimited number of common shares and an unlimited number of special shares, of which at the date of this Agreement, 350 Special Shares, 516,907 Special B Shares, and 1 Common Share have been duly issued and are outstanding as fully paid and non-assessable. Xxxxxxx is the registered and beneficial owner of 350 Special Shares and 516,907 Special B Shares in the capital of MFI and Xxxxx is the registered and beneficial owner of 1 Common Share in the capital of MFI.
Authorized and Issued Capital. The authorized capital of the Corporation consists of an unlimited number of Common Shares, an unlimited number of Class A Special Shares and an unlimited number of Class B Special Shares of which 12,858 Common Shares (and no more) and 1,197 Class A Special Shares have been duly issued and are outstanding as fully paid non-assessable.
Authorized and Issued Capital. The authorized capital of the Company consists of 52,000 ordinary shares of which, at this date, 52,000 ordinary shares (and no more) have been issued and are outstanding as fully paid. All of the Purchased Shares have been issued in compliance with all applicable laws including, without limitation, applicable securities laws. Except as disclosed in this paragraph (g), there are no securities, options, warrants, stock appreciation rights, restricted stock units, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever to which the Company or any of its subsidiaries is a party or by which any of the Company or its subsidiaries may be bound, obligating or which may obligate the Company or any of its subsidiaries to issue, grant, deliver, extend, or enter into any such security, option, warrant, stock appreciation right, restricted stock unit, conversion privilege or other right, agreement, arrangement or commitment and no dividend or distribution of any kind is or has been declared, paid or made by the Company on any of the Purchased Shares for the benefit of any Vendor;
