Buyer Capitalization. (a) The authorized capital stock of Buyer consists of 40,000,000 shares of Buyer Common Stock, of which 16,736,950 shares were outstanding as of the close of business on July 3, 1998, and 8,000,000 shares of preferred stock, par value $0.10 per share ("Preferred Stock"), of which no shares were outstanding as of the close of business on June 30, 1998. All of the outstanding shares of Buyer Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Buyer has no Buyer Common Stock or preferred stock reserved for issuance, except for the Buyer Common Stock to be issued under the Common Stock Warrant and except that, as of June 30, 1998, there were an aggregate of 2,517,689 shares of Buyer Common Stock reserved for issuance pursuant to Buyer's stock option and incentive plans. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any shares of capital stock or other securities of Buyer 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 Buyer or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Buyer does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Buyer on any matter.
(b) Prior to the Closing, Buyer will have taken all necessary action to permit it to issue the number of shares of Buyer Common Stock to be issued pursuant to Section 2.
Buyer Capitalization. (a) The authorized capital stock of Buyer consists of (i) 144,406,928 shares of common stock, par value $0.001 per share, of which 5,539,147 shares are issued and outstanding as of the date hereof, (ii) 2,725,000 shares of Series A Preferred Stock, par value $0.001 per share, all of which are issued and outstanding as of the date hereof, (iii) 4,083,542 shares of Series B Preferred Stock, par value $0.001 per share, all of which are issued and outstanding as of the date hereof, (iv) 13,995,537 shares of Series C Preferred Stock, par value $0.001 per share, of which 13,445,753 shares are issued and outstanding as of the date hereof, and (v) 100,928,318 shares of Buyer Series D Preferred Stock, of which 46,653,954 shares are issued and outstanding as of the date hereof (collectively, the “Buyer Closing Capital Stock”). The shares of Buyer Closing Capital Stock issued and outstanding as of the date hereof have been duly authorized, are validly issued, fully paid and non-assessable. The shares of Buyer Closing Capital Stock issued and outstanding as of the date hereof were issued in compliance with all applicable federal and state securities Laws and have not been issued in violation of preemptive or similar rights.
(b) The Stock Consideration, when issued and delivered in accordance with and in compliance with the provisions of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable shares of Buyer Closing Capital Stock and not issued in violation of any of the organizational or governing document of Buyer or of any preemptive or similar rights.
Buyer Capitalization. As of June 30, 2022, the validly issued share capital of Buyer consists solely of 155,969,226 shares of no nominal value, all of which are unconditionally subscribed and paid up. The board of directors of Buyer has on the date hereof a sufficient authorized capital to satisfy Buyer’s obligations under this Agreement in relation to the Closing Equity Consideration. The underlying Buyer Ordinary Shares representing the Buyer ADSs issuable pursuant to the terms of this Agreement, and that will comprise a portion of the Purchase Price, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, free of any liens, claims, or other encumbrances, except for restrictions on transfer under applicable securities laws, and not subject to preemptive rights created by statute, the Buyer’s articles of association or any agreement or document to which Buyer is a party or by which it or its assets is bound.
Buyer Capitalization. (a) As of August 31, 2012, the authorized capital stock of Buyer consists of four hundred eighty million (480,000,000) Buyer Shares and twenty million shares of Buyer preferred stock, par value $0.10 per share. As of August 31, 2012, 161,149,622 Buyer Shares were issued and outstanding and no shares of Buyer preferred stock were issued and outstanding. All of the issued and outstanding Buyer Shares were duly authorized for issuance and are validly issued, fully paid and non-assessable. Except as set forth in Buyer’s Organizational Documents, none of the Buyer Shares are subject to any preemptive or subscription rights.
(b) As of August 31, 2012 no Buyer Shares are reserved for or otherwise subject to issuance, except 3,985,199 Buyer Shares reserved for issuance pursuant to incentive or other compensation plans or arrangements for directors, officers and employees of Buyer and its Subsidiaries.
(c) As of August 31, 2012, except for incentive or other compensation plans or arrangements for directors, officers and employees of Buyer and its Subsidiaries, there are no (i) options, warrants or other rights relating to Equity Interests of Buyer or (ii) agreements or arrangements obligating Buyer to issue, acquire or sell any Equity Interests of Buyer. CH\1406641
(d) As of August 31, 2012, there are no bonds, debentures, notes or other Indebtedness of Buyer having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Buyer Shares may vote.
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.
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. On December 12, 2007, the Buyer completed a private placement in the amount of 1,800,000 units. The private placement included a registration rights agreement, requiring a registration statement respecting the investors' securities within the Buyer declared effective by the SEC within four months from the original date of issuance by the Buyer of the securities underlying the original subscription agreements. Under the terms of the registration rights agreement, the Buyer shall use its reasonable best efforts to maintain the effectiveness of the registration statement for a period of not less than three years from the original date of issuance. If the Buyer fails to maintain the effectiveness of the registration statement for the three year period, additional warrants could be issuable as liquidated damages. Any additional warrant issuance is provided for under the terms of the registration rights agreement whereby 1/100 of an additional warrant was issuable to each such investor for each $1.00 in aggregate subscription price funds paid by the investor to the Buyer under the private placement and in respect of each 30 day period (or partial period thereof) of delay of the aforementioned registration statement effectiveness. As the registration statement went effective, no additional warrants could be issuable as liquidated damages through the three year period expiring December 12, 2010. On July 7, 2008 and July 18, 2008, the Buyer completed private placements in the aggregate amount of 6,476,916 units. The private placements included registration rights agreements, requiring a registration statement respecting the investors' securities within the Buyer declared effective by the SEC by September 25, 2008. Under the terms of the registration rights agreements, the Buyer shall use its reasonable best efforts to maintain the effectiveness of the registration statement for a period of not less than two years from the original date of issuance. If the Buyer fails to maintain the effectiveness of the registration statement for the two year period, additional warrants could be issuable as liquidated damages. Any additional warrant issuance is provided for under the terms of the registration rights agreement whereby 1/100 of an additional warrant was issuable to each such investor for each $1.00 in aggregate subscription price funds paid by the investor to the Buyer under the private placement and in respect of each 30 day period (or partial period thereof) of del...
Buyer Capitalization. As of the date of this Agreement, all of the membership interests of Buyer are owned by Xxxxx. 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. Prior to the earlier of the Closing Date and the termination of this Agreement pursuant to Section 9.1 and except as otherwise consented to in writing in advance by Seller (not to be unreasonably withheld, conditioned or delayed), Buyer shall not (a) accept any contribution to capital from any Person other than the Persons set forth on Schedule
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.
