CAPITAL STOCK OF EBIZ AND MERGER SUB Sample Clauses

CAPITAL STOCK OF EBIZ AND MERGER SUB. The authorized capital stock of Ebiz consists of 70,000,000 shares of common stock and 5,000,000 shares of preferred stock of which 9,041,166 shares of common stock and 7,590 shares of preferred stock designated as its Series A 10% Convertible Preferred are outstanding. An additional 575,732 shares of common stock have been reserved for issuance upon the exercise of outstanding warrants. Ebiz has awarded options to purchase 761,700 shares of common stock under its 1998 Equity Incentive Plan and has additional options to purchase 850,000 shares of common stock outstanding. The authorized capital stock of Merger Sub consists of 1000 shares of common stock, 100 of which are issued and outstanding. All of the issued and outstanding shares of Merger Sub are owned by Ebiz. All the outstanding shares of common stock of Ebiz and Merger Sub are duly and validly authorized and issued, fully-paid and non-assessable, and there exist no preemptive rights of any present or former stockholders of the common stock. Except as set forth in Schedule 4.6, Ebiz has no other outstanding securities convertible into or exercisable for its capital stock and no other agreements of any nature whatsoever whereby Ebiz may, under any circumstances, be obligated to issue, sell, repurchase or redeem shares of its capital stock. Ebiz has a sufficient number of Ebiz Common Stock authorized to issue the Merger Consideration at the Effective Time and to fulfill the obligations under the LMI Warrants and the LMI Stock Options that are to be assumed by Ebiz at the Effective Time.
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Related to CAPITAL STOCK OF EBIZ AND MERGER SUB

  • Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Common Stock of Merger Sub Each share of common stock, without par value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • PARENT AND MERGER SUB Parent and Merger Sub hereby represent and warrant to the Company as follows:

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Organization of Parent and Merger Sub (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

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