Buyer Capitalization Clause Samples

Buyer Capitalization. (a) All of the issued and outstanding Buyer Common Shares have been duly authorized and validly issued. The Buyer Common Shares to be issued in connection with the Acquisition, when issued in accordance with this Agreement, will be duly authorized and validly issued and, if the Buyer Common Shares issued in connection with the Acquisition are Buyer Public Shares, such shares will be fully paid and nonassessable. Except as set forth in Section 5.02(a) of the Buyer Disclosure Letter, there are outstanding no securities, options, warrants, calls, rights, stock appreciation rights, restricted stock units, performance-based restricted stock units or Contracts of any kind to which Buyer is a party, or by which Buyer or any of its properties or assets are bound, obligating Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, Buyer Common Shares or other equity interests in, or securities convertible into, or exchangeable or exercisable for, Buyer Common Shares or other equity interests in, Buyer or obligating Buyer to issue, deliver, sell, grant, extend or enter into any such security, option, warrant, call, right, unit or Contract. Except as required by the terms of any stock options, stock appreciation rights or restricted stock units (whether time-based or performance-based), there are no outstanding contractual or other obligations of Buyer to repurchase, redeem or otherwise acquire Buyer Common Shares or other equity interests in Buyer. (b) Except as set forth in this Section 5.02, there are no bonds, debentures, notes or other Indebtedness of Buyer that have or by their terms may have at any time the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Buyer Common Shares or other equity interests in Buyer may vote. Except as set forth in this Section 5.02, there are no securities or other similar instruments or obligations of Buyer, the value of which is in any way based upon or derived from any Buyer Common Shares or other equity interests in Buyer.

Buyer Capitalization. (a) The authorized capital stock of Buyer consists solely of 110,000,000 shares of Delek Stock, of which 54,436,592 shares were issued and outstanding as of the Business Day immediately preceding the Execution Date, and 10,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding as of the Execution Date. All outstanding shares of Delek Stock have been duly authorized and validly issued in accordance with Law, are fully paid and nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities Laws, or pursuant to valid exemptions therefrom. Except as disclosed in the Buyer SEC Documents, as of the Execution Date and as of the Closing Date: (i) there are no Share Equivalents applicable to any capital stock or other equity interests of Buyer or any of its Subsidiaries, including any Share Equivalents obligating Buyer or its Subsidiaries (A) to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Buyer or the capital stock or other equity interests of any of its Subsidiaries or any securities or obligations convertible into or exchangeable for any such shares, or (B) to grant, extend or enter into any such Share Equivalents; (ii) there are no Contracts with respect to (or which affect) the voting, giving of written consents with respect to the voting, transfer, conversion, issuance, or registration, of the Delek Stock or the capital stock or other equity interests of any of its Subsidiaries; and (iii) there are no outstanding obligations of Buyer or any of its Subsidiaries to redeem, repurchase, or otherwise acquire any of the Delek Stock or the capital stock or other equity interests of any of its Subsidiaries. No stock plan, stock purchase, stock option or other agreement or understanding between Buyer or its Subsidiaries and any holder of the capital stock of Buyer or the capital stock or other equity interests of any of its Subsidiaries, or rights exercisable or convertible therefor, provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding, including adjustments to or resets of the exercise price of any outstanding security of Buyer or any of its Subsidiaries, as a result of the consummation of the Contemplated Transactions. (b) Except as set forth in Section 5.7 of the Buyer Disclosure Schedules or as disclosed...

Buyer Capitalization. (a) As of March 27, 2017, the authorized capital of the Buyer consisted of 270,000,000 shares of Buyer Class A Common Stock, of which 43,635,826 shares were issued and outstanding, and 3,009,942 were held in treasury; 75,000,000 shares of Buyer Class B Common Stock, none of which were issued and outstanding; and 5,000,000 shares of Buyer Preferred Stock, none of which were issued and outstanding. The rights, preferences, privileges and restrictions of the capital stock of Buyer are as stated in the Buyer’s certificate of incorporation or otherwise as provided under applicable Law. (b) As of March 24, 2017, 9,943,867 shares of Buyer Common Stock were reserved for issuance under the Buyer’s 2016 Equity Incentive Plan, of which 6,401,148 shares were subject to awards with respect to shares of Buyer Common Stock. (c) All shares of Buyer Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable and have been issued and granted in all material respects in compliance with all applicable securities Laws. All shares of Buyer Common Stock which may be issued pursuant to the Merger, will be, when issued in accordance with the terms hereof, voting stock that is duly authorized, validly issued, fully paid and non-assessable, free and clear of any Liens created by Buyer (for the avoidance of doubt, excluding Liens arising under applicable securities Laws) and not subject to any preemptive rights created by statute, the certificate of incorporation or bylaws of Buyer or any contract to which Buyer is a party or by which it is bound and will have been issued in all material respects in compliance with all applicable securities Laws.

Buyer Capitalization. The Buyer's authorized capital stock -------------------- consists of one thousand 1,000 shares of common stock, $0.01 par value, and Sixty Five Thousand (65,000) shares of preferred stock, $1 par value. There are One Thousand (1,000) shares of common stock of Buyer issued and outstanding ("Common Stock"). The Common Stock has been duly authorized and validly issued, is fully paid and nonassessable. The Common Stock and the Preferred Stock constitute all of the issued and outstanding capital stock of Buyer. The Common Stock was not issued in violation of the terms of any Contract binding upon Buyer and was issued in compliance with all Corporate Documents of Buyer and all applicable Laws. The Preferred Stock has been duly authorized and validly issued and, at the Closing, the Preferred Stock is fully paid, nonassessable and free of preemptive rights. The Preferred Stock was not issued in violation of the terms of any Contract binding upon Buyer and was issued in compliance with all Corporate Documents of Buyer and all applicable Law.

Buyer Capitalization. The Shares will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable. As of the Closing Date, the authorized capital stock of Buyer consists of: 22,000,000 shares of Common Stock, par value $0.01 per share, and 1,500,000 shares of Preferred Stock, par value $0.01 per share. As of Closing Date and not including the issuance of any shares representing the Stock Consideration, [8,630,023](1) shares of Common Stock were outstanding and no shares of Preferred Stock were outstanding. As of the Closing Date, [890,649] shares of Common Stock are issuable upon the exercise of outstanding stock options, of which options to purchase 80,000 shares are subject to stockholder approval of an amendment to the Buyer’s 2009 Equity Plan at the 2017 annual meeting of stockholders. As of the Closing Date, [225,000] shares of Common Stock are authorized for issuance pursuant to the Asure Software, Inc. Employee Stock Purchase Plan, which plan is subject to stockholder approval at the Buyer’s annual meeting. Other than: (a) the obligations in this Agreement, (b) the outstanding stock options, and (c) the shares available for future issuance under the 2009 Equity Plan (including an additional 300,000 shares to be available for future issuance subject to stockholder approval of an amendment to the 2009 Equity Plan) and the Asure Software, Inc. Employee Stock Purchase Plan (subject to stockholder approval), there are currently no outstanding options, warrants or other agreements pursuant to which Buyer is obligated to issue or pursuant to which any Person is entitled to purchase any equity or voting interests in Buyer. Buyer is not a party to any voting arrangements with any of its stockholders.

Buyer Capitalization. Buyer is authorized to issue (a) 200,000,000 shares of common stock, $.001 par value per share, of which 136,908,136 shares are issued and outstanding and (b) 50,000,000 shares of preferred stock, $.001 par value per share, of which one (1) share has been designated as Series A Preferred Stock, none of which are issued and outstanding, and forty million (40,000,000) shares have been designated as Series B Preferred Stock, none of which are issued or outstanding. Except as set forth on the Buyer’s Disclosure Schedules, there are no options, warrants or other securities convertible into common stock of Buyer. The issued and outstanding capital stock of Buyer has been duly authorized and validly issued, and is fully-paid and non-assessable and not subject to the preemptive or similar rights of any person.

Buyer Capitalization. As of the date of this Agreement, all of the membership interests of Buyer are owned by ▇▇▇▇▇. Such membership interests constitute 100% of the issued and outstanding equity ownership interests and equity securities of Buyer. Buyer has no other equity ownership interests or equity securities authorized, issued or outstanding, and there are no Contracts, options, warrants or other rights existing or outstanding which provide for the sale or issuance of any equity ownership interests or equity securities by Buyer.

Buyer Capitalization. 38 -------------------- 5.19 Sales Support Agreement. . . .

Buyer Capitalization. The entire authorized capital stock of Buyer consists of 50,000,000 VISTA Common Shares and 500,000 VISTA Preferred Shares, of which, as of February 7, 1996, 14,242,589 VISTA Common Shares are currently issued and outstanding and 8,799 VISTA Preferred Shares are currently issued and outstanding. The material rights, preferences, and other attributes of the classes of Preferred Stock of Buyer are described in Section 4.2 of the Disclosure Schedule. All of the Buyer Shares to be issued in the Merger have been duly authorized and, upon consummation of the Merger, will be validly issued, fully paid, and nonassessable. Except as described in Section 4.2 of the Disclosure Schedule, there are no outstanding or authorized options, warrants, calls, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Buyer to issue, sell or otherwise cause to become outstanding any of its capital stock.