Capital Structure of Buyer. Immediately prior to the issuance of the Exchange Consideration at Closing, as of the date of this Agreement, the Buyer has 180,000,000 shares of common stock, par value $0.0001 per share and 20,000,000 shares of preferred stock, par value $0.0001 per share, of which 35,663,326 shares of common stock are outstanding. No shares of common stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise (except as described below). All outstanding shares of capital stock of Buyer and its Subsidiaries are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except for the Buyer Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Buyer having the right to vote (or convertible into, or exchangeable for, securities having the right to vote). There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Buyer or any of its Subsidiaries is a party or by which Buyer or any of its Subsidiaries is bound obligating Buyer or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Buyer or any of its Subsidiaries or obligating Buyer or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Buyer or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Buyer or any of its Subsidiaries. There are no agreements or arrangements pursuant to which the Buyer is or could be required to register shares of Buyer Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Buyer with respect to securities of the Buyer.
Capital Structure of Buyer. Immediately prior to the issuance of the Exchange Shares at Closing, as of the date of this Agreement, the number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of capital stock reserved for issuance under the Company’s various option and incentive plans is specified on Schedule 4.3.
Capital Structure of Buyer. (a) The authorized capital stock of Buyer consists of 10,000,000 shares of common stock, $.01 par value ("Common Stock") and 5,000,000 shares of preferred stock, $.01 par value ("Preferred Stock"). At the close of business on November 10, 1995, (i) 2,989,189 shares of Common Stock were issued and outstanding; (ii) no shares of Preferred Stock were outstanding; (iii) 274,797 shares of Common Stock were reserved for issuance upon exercise of options (the "Options") under stock option plans, of which Options to purchase 223,333 shares of Common Stock were outstanding; and (iv) 95,000 shares of Common Stock were reserved for issuance upon exercise of underwriter's warrants (the "Warrants"), of which Warrants to purchase 95,000 shares of Common Stock were outstanding. All of the outstanding shares of Common Stock are, and any shares of Common Stock issuable upon exercise of any Option, when issued pursuant to such exercise, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, Buyer's Certificate of Incorporation or By-laws.
Capital Structure of Buyer. (a) The authorized capital stock of Buyer consists of 150,000,000 shares of common stock, par value $.01 per share ("BUYER COMMON STOCK"), of which 39,624,027 shares were outstanding as of the close of business on September 24, 2004, and 4,000 shares of Series C Cumulative Preferred Stock, par value $0.01 per share, of which no shares were outstanding as of the close of business as of the date hereof. All of the outstanding shares of Buyer Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as described in Schedule 4.3, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments of any character under which Buyer is or may become obligated to issue or sell any shares of the capital stock or other equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of the capital stock or other equity interests, of Buyer, and no securities or obligations evidencing such rights are authorized, issued or outstanding. To the Knowledge of Buyer, the outstanding stock and other equity interests of Buyer are not subject to any voting trust arrangement or other contract, agreement or arrangement restricting or otherwise relating to the voting, dividend rights or disposition of such stock or other equity interests except as described in Schedule 4.3. There are no phantom stock or similar rights providing economic benefits based, directly or indirectly, on the value or price of the stock or other equity interests of Buyer.
Capital Structure of Buyer. As of February 10, 2016, the Buyer had capital of $61,301,896, divided into 1,000,000 shares of issued and outstanding common stock, each of $0.01 par value, surplus of $48,618,114, and undivided profits, including capital reserves, of $12,611,639.
Capital Structure of Buyer. As of the date hereof, the authorized capital stock (“Capital Stock”) of Buyer consists of 800,000,000 shares of Buyer Common Stock and 60,000,000 shares of Buyer Preferred Stock, all par value $0.001 per share, 10,000,000 of which are designated Series A Preferred Stock and 20,000,000 shares of which are designated Series B Preferred Stock. Of such authorized capital stock, 60,609,441 shares of Buyer Common Stock, 2,800,000 shares of Buyer Series A Preferred Stock and 3,600,000 shares of Buyer Series B Preferred Stock are issued and outstanding. All outstanding shares of Buyer Common Stock, Buyer Series A Preferred Stock and Buyer Series B Preferred Stock have been duly authorized, validly issued, fully paid and are nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. The shares of Buyer Common Stock to be issued pursuant to the transactions contemplated herein will, upon issuance pursuant to the terms hereof, be duly authorized, validly issued, fully paid, and non-assessable shares of Buyer Common Stock.
Capital Structure of Buyer. Buyer’s authorized capital stock consists of (a) five million (5,000,000) shares of preferred stock, of which (i) five hundred thousand (500,000) shares designated as Series A Preferred are issued and outstanding, (ii) one million four hundred and fifty thousand (1,450,000) shares designated as Series B Preferred are issued and outstanding and (iii) one million eighty-seven thousand and five (1,087,005) shares designated as Series C Preferred are issued and outstanding, and (b) eleven million (11,000,000) shares of common stock, of which four million one hundred thousand five hundred and eighty-eight (4,100,588) shares are issued and outstanding. No shares of Buyer’s capital stock are held in treasury. There are one million five hundred thousand (1,500,000) shares of Buyer common stock reserved for issuance pursuant to One Stop Systems, Inc. 2015 Stock Option Plan. There are two million four hundred twelve thousand four hundred eleven (2,412,411) shares of Buyer common stock subject to outstanding Options and warrants. Section 4.4 of the Buyer Disclosure Schedule sets forth the following information with respect to outstanding options: (a) the name of each option holder, (b) the number of shares of Buyer common stock to be issued on exercise of options held by each such holder, (c) the exercise price of such options, (d) the vesting schedule for such options, including the extent vested to date, and (e) whether such Options are intended to qualify as incentive stock options as defined in Internal Revenue Code Section 422, as amended. All issued and outstanding shares have been, and all shares to be issued pursuant to outstanding options will be, validly issued in full compliance with all federal and state securities laws, fully paid and nonassessable, except for the preemptive rights resulting from the Merger, not subject to preemptive rights created by statute, the articles of incorporation, or the bylaws of Buyer and, except for rights of Buyer’s preferred shareholders, issued free and clear of any similar rights under any agreement to which Buyer is a party or by which it is bound, and do or will have one voting right per share. Other than as set forth in Section 4.4 of the Buyer Disclosure Schedule, there are no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Buyer to issue or to transfer from treasury any additional shares of its capital stock of any class.
Capital Structure of Buyer. Immediately prior to the issuance of the Exchange Consideration at Closing, the authorized capital stock of Buyer will consist of 1,000,000 shares of Buyer Common Stock, par value $0.00001 per share, of which 930 shares of Buyer Common Stock will be issued and outstanding. All outstanding shares of capital stock of Buyer and its Subsidiaries are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and non-assessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities.
Capital Structure of Buyer. The Exchange Shares will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. Following the Closing, the capital structure of Buyer will be as set forth in Exhibit G. Except as set forth in Exhibit G, no shares of capital stock or other equity securities of the Buyer are or will be issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of the Buyer are or will be fully paid and nonassessable and not subject to preemptive rights. There are or will be no outstanding bonds, debentures, notes, or other indebtedness or other securities of the Buyer having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters. Except as set forth in Exhibit G, there are or will be no outstanding securities, warrants, calls, rights, commitments, agreements, arrangements, or undertakings of any kind to which the Buyer is a party or by which they are bound, obligating the Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Buyer. There are or will be no outstanding contractual obligations, commitments, understandings, or arrangements of the Buyer to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Buyer.
Capital Structure of Buyer. The Seller has been advised that Vision Legwear, LLC will have an initial capitalization of Three Hundred Thousand Dollars ($300,000).
