Common use of Buyer's Securities Clause in Contracts

Buyer's Securities. (a) The entire authorized capital stock of the Buyer consists of 200,000,000 Buyer Shares, $.00001 par value per share, of which 6,690,000 Buyer Shares are issued and outstanding and none are held in treasury as of the date of execution of this Agreement; (b) Schedule 4.3 sets forth a complete and accurate list of all shareholders of Buyer, indicating the number and class of Buyer Shares held by each shareholder; (c) all of the issued and outstanding Buyer Shares have been duly authorized and are validly issued, fully paid, and nonassessable; (d) the Buyer Securities to be delivered at Closing pursuant to Section 2 have been duly authorized and are validly issued, fully paid, and non-assessable; (e) Buyer only has one class of common stock which is not divided into series, and the Buyer Shares to be delivered at the Closing to the Target Shareholders will represent not less than ninety percent (90%) of the outstanding Buyer Shares as of the Closing Date, excluding the 2.5 million Buyer Shares that will be cancelled pursuant to the Stock Purchase Agreement attached as Exhibit C; (f) except as may be disclosed in Schedule 4.3, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or contracts or commitments that could require Buyer to issue, sell, or otherwise cause to become outstanding any of its capital stock, and there are no outstanding authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Buyer (collectively, "Buyer Derivative Securities"); and (g) as of the Closing, there shall not be any issued Buyer Derivative Securities and any Buyer Derivative Securities not exercised prior to the Closing shall be cancelled and rendered null and void.

Buyer's Securities. (a) The entire authorized capital stock of the Buyer consists of 200,000,000 560,000,000 Buyer Sharesshares, $.00001 par value $.0001 per share, of which 6,690,000 80,000,000 are designated as Buyer Preferred Shares and 480,000,000 are designated as Buyer Shares, of which 11,200,224 Buyer Shares and no Buyer Preferred Shares are issued and outstanding outstanding, and none any that are held in treasury as of the date of execution of this AgreementAgreement will, prior to the Closing, be restored to the status of authorized but unissued shares; (b) Schedule 4.3 sets forth a complete and accurate list of all shareholders of record of Buyer, indicating the number and class of Buyer Shares held by each shareholder; (c) all of the issued and outstanding Buyer Shares have been duly authorized and are validly issued, fully paid, and nonassessablenon-assessable; (d) the Buyer Securities to be delivered at Closing pursuant to Section 2 have been duly authorized and are validly issued, fully paid, and non-assessable; (e) Buyer only has one class of common stock which is not divided into series, and the Buyer Shares Securities to be delivered at the Closing to the Target Shareholders Securityholders will represent not less than ninety eighty-three and two-tenths of a percent (9083.2%) of the outstanding Buyer Shares Securities, on a fully diluted basis, as of the Closing Date, excluding the 2.5 million Buyer Shares that and will be cancelled pursuant duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Stock Purchase Agreement attached as Exhibit C;Buyer's Organizational Documents or any agreement to which the Buyer is a party or is bound. (f) except as may be disclosed in Schedule 4.3, there are no outstanding or authorized options, warrants, phantom stock, profit participation, purchase rights, subscription rights, conversion rights, exchange rights or contracts or commitments that could require Buyer to issue, sell, or otherwise cause to become outstanding any of its capital stock, and there are no outstanding authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Buyer (collectively, "Buyer Derivative Securities"); and; (g) as of the Closing, there shall not be any no issued Buyer Derivative Securities and any Buyer Derivative Securities not exercised prior to the Closing shall be cancelled and rendered null and voidoutstanding.

Buyer's Securities. (a) The entire authorized capital stock of the Buyer consists of 200,000,000 Buyer Shares, $.00001 par value per share, of which 6,690,000 74,956,441 Buyer Shares are issued and outstanding and none are held in treasury as of the date of execution of this Agreement; (b) Schedule 4.3 sets forth a complete and accurate list of all shareholders of Buyer, indicating the number and class of Buyer Shares held by each shareholder; (c) all of the issued and outstanding Buyer Shares have been duly authorized and are validly issued, fully paid, and nonassessable; (dc) the Buyer Securities to be delivered at Closing pursuant to Section 2 have been duly authorized and are validly issued, fully paid, and non-assessable; (ed) Buyer only has one class of common stock which is not divided into series, and the these Buyer Shares to be delivered at the Closing to the Target Shareholders will represent Securities represent, on a fully diluted basis, not less than ninety eighty-two percent (9082%) of the Buyer's total outstanding Buyer Shares as of the Closing Datesecurities, excluding the 2.5 million Buyer Shares that will be cancelled pursuant to the Stock Purchase Agreement attached as Exhibit Cwhether voting or non-voting; (fe) except as may be disclosed in Schedule 4.34.A.3, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or contracts or commitments that could require Buyer to issue, sell, or otherwise cause to become outstanding any of its capital stock, and there are no outstanding authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Buyer (collectively, "Buyer Derivative Securities"); and (gf) as of the Closing, there shall not be any issued Buyer Derivative Securities and any Buyer Derivative Securities not exercised prior to the Closing shall be cancelled and rendered null and void; provided that the representations of Xx. Xxxxxxxxx in this paragraph are made solely on the basis of his Knowledge.

Buyer's Securities. (a) The entire authorized capital stock of the Buyer consists of 200,000,000 Buyer Shares, $.00001 par value per share, of which 6,690,000 74,956,441 Buyer Shares are issued and outstanding and none are held in treasury as of the date of execution of this Agreement; (b) Schedule 4.3 sets forth a complete and accurate list of all shareholders of Buyer, indicating the number and class of Buyer Shares held by each shareholder; (c) all of the issued and outstanding Buyer Shares have been duly authorized and are validly issued, fully paid, and nonassessable; (dc) the Buyer Securities to be delivered at Closing pursuant to Section SECTION 2 have been duly authorized and are validly issued, fully paid, and non-assessable; (ed) Buyer only has one class of common stock which is not divided into series, and the these Buyer Shares to be delivered at the Closing to the Target Shareholders will represent Securities represent, on a fully diluted basis, not less than ninety eighty-two percent (9082%) of the Buyer's total outstanding Buyer Shares as of the Closing Datesecurities, excluding the 2.5 million Buyer Shares that will be cancelled pursuant to the Stock Purchase Agreement attached as Exhibit Cwhether voting or non-voting; (fe) except as may be disclosed in Schedule 4.34.A.3, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or contracts or commitments that could require Buyer to issue, sell, or otherwise cause to become outstanding any of its capital stock, and there are no outstanding authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Buyer (collectively, "Buyer Derivative SecuritiesBUYER DERIVATIVE SECURITIES"); and (gf) as of the Closing, there shall not be any issued Buyer Derivative Securities and any Buyer Derivative Securities not exercised prior to the Closing shall be cancelled and rendered null and void; PROVIDED THAT the representations of Mr. Silverman in this paragraph are made solely on the basis of his Xxxxxxxxx.

Buyer's Securities. (a) The entire authorized capital stock of the Buyer consists of 200,000,000 25,000,000 Buyer Shares, $.00001 par value per share, of which 6,690,000 2,800,000 Buyer Shares are issued and outstanding and none are held in treasury as of the date of execution of this Agreement; (b) Schedule 4.3 sets forth a complete and accurate list of all shareholders of Buyer, indicating the number and class of Buyer Shares held by each shareholder; (c) all of the issued and outstanding Buyer Shares have been duly authorized and are validly issued, fully paid, and nonassessable; (dc) the Buyer Securities Shares to be delivered at Closing pursuant to Section 2 have been duly authorized and are validly issued, fully paid, and non-assessable; (ed) Buyer only has one class of common stock which is not divided into series, and the these Buyer Shares to be delivered at the Closing to the Target Shareholders will represent represent, on a fully diluted basis, not less than ninety eighty-eight percent (9088%) of the Buyer's total outstanding Buyer Shares as of the Closing Datesecurities, excluding the 2.5 million Buyer Shares that will be cancelled pursuant to the Stock Purchase Agreement attached as Exhibit Cwhether voting or non-voting; (fe) except as may be disclosed in Schedule 4.3, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or contracts or commitments that could require Buyer to issue, sell, or otherwise cause to become outstanding any of its capital stock, and there are no outstanding authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Buyer (collectively, "Buyer Derivative Securities"); and (gf) as of the Closing, there shall not be any issued Buyer Derivative Securities and any Buyer Derivative Securities not exercised prior to the Closing shall be cancelled and rendered null and void.