Authorized Shares and Capital. The authorized capital stock and the issued and outstanding capital stock of the Company is as set forth in the SEC Reports.
Authorized Shares and Capital. The authorized capital stock of the Company is comprised of 10,000,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). 200,000 shares of the Preferred Stock has been designated as the Series A Preferred Stock of the Company (the “Series A Stock”). As of the Effective Date, there are 25,872,504 shares of Common Stock issued and outstanding, and 35,520 shares of Series A Stock issued and outstanding, and there are no issued or outstanding Derivatives to acquire any shares of capital stock of the Company.
Authorized Shares and Capital. (a) The authorized capital stock of Acquired Company consists of (i) 200,000 shares of Class A Common Stock, par value $0.01 per share, of which 181,034 shares are issued and outstanding and (ii) 4,800,000 shares of Class B Common Stock, par value $0.01 per share, of which 2,298,669.860 shares are issued and outstanding. All of the issued and outstanding Acquired Shares are held, collectively, by the Sellers. Schedule 3.05(a) sets forth a true, correct and complete list of all the authorized issued and outstanding shares of the Company’s capital stock and/or other securities of the Company including the Acquired Shares and the name of each holder thereof and the amount and type of capital stock and/or other securities of the Company held by such Person.
(b) The Acquired Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or, except as set forth on Schedule 3.05(a), convertible into or exercisable for securities having the right to vote) with the stockholders of the Acquired Company on any matter.
(c) Except as set forth on Schedule 3.05(a), Acquired Company has no outstanding options, rights or commitments to issue shares of Acquired Company Stock or any other equity security of Acquired Company and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Acquired Company Stock or any other equity security of Acquired Company.
(d) Except for the Acquired Company Shareholders Agreement, there is no voting trust, agreement or arrangement among any of the beneficial holders of Acquired Company Stock affecting the nomination or election of directors or the exercise of the voting rights of Acquired Company Stock.
(e) The offer, issuance and sale of such shares of Acquired Company Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities Laws and (c) accomplished in conformity with all other applicable securities Laws. None of such shares of Acquired Company Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” Law. All shares of Acquired Company Stock are duly and validly issued, fully paid and non-assessable.
Authorized Shares and Capital. (a) The authorized capital stock of NGEN consists of ________________ shares of common stock, par value $0.001 per share, of which ______________ shares are issued and outstanding;
(b) Except as set forth in the NGEN Schedules, NGEN has no outstanding options, rights or commitments to issue shares of NGEN Stock or any other equity security of NGEN, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of NGEN Stock or any other equity security of NGEN.
(c) There is no voting trust, agreement or arrangement among any of the beneficial holders of NGEN Stock affecting the nomination or election of directors or the exercise of the voting rights of NGEN Stock.
(d) The offer, issuance and sale of such shares of NGEN Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities Laws and (c) accomplished in conformity with all other applicable securities Laws. None of such shares of NGEN Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” Law.
(e) None of the NGEN Stock is subject to pre-emptive or similar rights, either pursuant to any NGEN Organizational Document, requirement of Law or any contract, and no Person has any pre-emptive rights or similar rights to purchase or receive any NGEN Stock or other interests in NGEN.
Authorized Shares and Capital. The authorized capital stock and the issued and outstanding capital stock of Bitech is as set forth in the SEC Reports.
Authorized Shares and Capital. (a) The authorized capital stock of Magiclytics consists of (i) 5,000 shares of common stock, par value $0.01 per share, of which 5,000 shares are issued and outstanding and (ii) no shares of preferred stock. All of the issued and outstanding Magiclytics Shares are held, collectively, by the Magiclytics Shareholders.
(b) The Magiclytics Shareholders’ ownership of Magiclytics Shares is as set forth on Exhibit A attached hereto, which Exhibit A is true, correct and complete in all respects.
(c) Magiclytics has no outstanding options, rights or commitments to issue shares of Magiclytics Shares or any other equity security of Magiclytics, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Magiclytics Shares or any other equity security of Magiclytics.
(d) There is no voting trust, agreement or arrangement among any of the beneficial holders of Magiclytics Shares affecting the nomination or election of directors or the exercise of the voting rights of Magiclytics Shares.
(e) The offer, issuance and sale of such shares of Magiclytics Shares were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities Laws and (c) accomplished in conformity with all other applicable securities Laws. None of such shares of Magiclytics Shares are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” Law.
Authorized Shares and Capital. BioModeling has 50,000,000 shares of common stock, no par value, authorized (the “BioModeling Common Stock”) with 12,425,000 shares issued and outstanding. The shares of BioModeling Common Stock outstanding are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.
Authorized Shares and Capital. SRM’s authorized number of common shares issued and outstanding is two (2) (“Common Stock”). The issued and outstanding shares of Common Stock are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 1.02, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of SRM Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of SRM Common Stock or SRM Common Stock Equivalents as hereinafter defined. The term “SRM Common Stock Equivalents” means any securities of SRM which would entitle the holder thereof to acquire at any time SRM Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive SRM Common Stock. The Exchange will not obligate SRM to issue shares of SRM Common Stock or other securities to any Person (other than the Company) and will not result in a right of any holder of SRM’s securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of SRM are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Other than approval by the Board of Directors of BBIG, no further approval or authorization of any other party is required for the completion of the Exchange. There are no stockholders’ agreements, voting agreements or other similar agreements with respect to SRM’s capital stock to which the Company is a party or, to the knowledge of SRM, between or among any of SRM’s stockholders.
Authorized Shares and Capital. Vivos has 10,000,000 shares of common stock, no par value and 5,000,000 preferred shares, no par value, authorized (the “Vivos Common Stock”) with 5,000 common shares and nil preferred shares issued and outstanding. The shares of Vivos Common Stock outstanding are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.
Authorized Shares and Capital. (a) The authorized capital stock of Two Trees consists of 15,000,000 shares of common stock, par value $0.0001 per share, of which 12,045,277 shares are issued and outstanding as of the Effective Date and 3,529,500 shares of Series Seed Preferred Stock, par value $0.0001 per share, of which no shares are issued and outstanding as of the Effective Date.
(b) As of the Effective Date and as of the Closing Date, and the capitalization table of Two Trees as set forth in Section 3.07(c) of the Disclosure Schedules (the “Capitalization Table”) is true, correct and complete in all respects.
(c) As of the Effective Date, other than the Two Trees Options as set forth on the Capitalization Table, Two Trees has no Derivatives or commitments to issue any Equity Securities of Two Trees or Derivatives, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Two Trees Stock or any other Equity Security of Two Trees.
(d) As of the Closing Date, other than the Two Trees Options held by the Option-Holders, which shall be exchanged for the MDwerks Options pursuant to the Option Rollover Agreements, Two Trees shall have no Derivatives or commitments to issue any Equity Securities of Two Trees or Derivatives, and there shall be no outstanding securities convertible or exercisable into or exchangeable for shares of Two Trees Stock or any other Equity Security of Two Trees.
(e) As of the Closing Date, the only issued and outstanding Equity Securities of Two Trees shall be those set forth on the Capitalization Table, and Two Trees shall have no Derivatives or commitments to issue any Equity Securities of Two Trees or Derivatives, and there shall be no outstanding securities convertible or exercisable into or exchangeable for shares of Two Trees Stock or any other Equity Security of Two Trees.
(f) There is no voting trust, agreement or arrangement among any of the beneficial holders of Two Trees Stock affecting the nomination or election of directors or the exercise of the voting rights of Two Trees Stock.
(g) The offer, issuance and sale of such shares of Two Trees Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities Laws and (c) accomplished in conformity with all other applicable securities Laws. None of such shares of...
