Capital Structure of Parent and Merger Sub Sample Clauses

Capital Structure of Parent and Merger Sub. (a) Immediately prior to the issuance of the Merger Consideration at Closing and after taking into effect the Lipton Shares Cancellation (as defined in Section 8.3(f)), the authorized capital stock of Parent will consist of 100,000,000 shares of Parent Common Stock, $0.001 par value, of which no more than approximately 530,612 shares of Parent Common Stock will be issued and outstanding, 10,000,000 shares of Parent Preferred Stock, of which no shares will be issued and outstanding and no shares of Parent Common Stock or Parent Preferred Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise. All outstanding shares of capital stock of Parent 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 Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote), and there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which Parent is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent 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 Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. There are no agreements or arrangements pursuant to which Parent is or could be required to register shares of Parent Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of Parent with respect to securities of Parent.
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Capital Structure of Parent and Merger Sub. The authorized capital stock of Parent consists of 800,000,000 shares of Parent Common Stock and 20,000,000 shares of Parent Preferred Stock, all $0.001 par value per share. 10,000,000 shares of Parent Preferred Stock are designated Series A Preferred Stock. 21,495,000 shares of Parent Common Stock and 2,800,000 shares of Parent Series A Preferred Stock are currently outstanding and 4,480,000 shares of Parent Common Stock are reserved for issuance in respect of specific obligations of Parent. All outstanding shares of Parent Common 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 Parent 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 Parent Common Stock. The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stock, $0.001 par value per share, of which 1,000 shares are issued and outstanding and all of which are owned by Parent. All issued and outstanding shares of capital stock of Merger Sub have been duly authorized and validly issued and are fully paid and are nonassessable and free of any liens or encumbrances. Each of Parent and Merger Sub has delivered a true, correct and complete copy of its Articles of Incorporation, as set forth in Schedule 3.2(a), and its Bylaws, as set forth in Schedule 3.2(b), and every other similar governing document or agreement, as applicable, as amended to date, to Company.
Sample 1
Capital Structure of Parent and Merger Sub. (a) Immediately prior to the issuance of the Merger Consideration at Closing, the authorized capital stock of Parent will consist of (i) 100,000,000 shares of common stock, par value $0.001 (“Parent Common Stock”), of which 7,523,536 shall be issued and outstanding, and (ii) 15,000,000 shares of Preferred Stock (including up to 14,880,000 shares of Parent Series B Preferred Stock), par value $0.001 (“Parent Preferred Stock”), of which zero (0) shares will be issued and outstanding and, except as set forth on Schedule 5.3(a), no shares of Parent Common Stock or Parent Preferred Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise. As of the date hereof, and as of the Closing Date, (i) the only interests or arrangements that are treated as outstanding equity of Parent for federal income Tax purposes are 6,197,760 shares of Parent Common Stock and (ii) other than (A) Parent’s obligation to issue the Merger Consideration and the Contingent Shares pursuant to this Agreement, (B) Parent’s obligations, pursuant to a letter agreement as contemplated by Section 9.3(l) between Parent and Xxxxxx Xxxxxxxx, to issue to Xxxxxx Xxxxxxxx 100,000 shares of Parent Common Stock, (C) Parent’s obligations, pursuant to a letter agreement as contemplated by Section 9.3(l) between Parent and Xxxxxxx Xxxxxxx, to issue to Xxxxxxx Xxxxxxx 83,334 shares of Parent Common Stock, (D) the option, set forth in the March 26, 2012 amendment to the employment agreement between Xxxxxx Xxxxxxxx and Parent, that Parent has granted to Xxxxxx Xxxxxxxx to purchase 125,000 shares of the Parent’s Common Stock at a purchase price of $3.05 per share, and (E) the option, set forth in the March 26, 2012 amendment to the employment agreement between Xxxxxxx Xxxxxxx and Parent, that Parent has granted to Xxxxxxx Xxxxxxx to purchase 75,000 shares of the Parent’s Common Stock at a purchase price of $3.05 per share, neither Parent, nor Parent’s Subsidiary nor Merger Sub has entered into any contract or other arrangement pursuant to which Parent is or could become obligated to issue shares or otherwise enter into an arrangement which would be treated as an issuance of equity by Parent for federal income Tax purposes. All outstanding shares of capital stock of Parent 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 issu...
Sample 1
Capital Structure of Parent and Merger Sub. (a) The authorized stock of Parent consists of 70,000,000 shares of Common Stock, par value $0.001 of which 25,751,698 shares were issued and outstanding as of December 6, 1999, and 5,000,000 shares of Preferred Stock, none of which are issued or outstanding as of December 6, 1999. The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, par value $0.001, 1,000 shares of which, as of the date hereof, are issued and outstanding and are held by Parent. All such shares have been duly authorized, and all such issued and outstanding shares have been validly issued, are fully paid and nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. As of December 6, 1999, there were 3,276,000 shares of Common Stock reserved for issuance under Parent's Amended 1995 Stock Option Plan, 2,440,000 shares of Common Stock reserved for issuance under Parent's 1999 Stock Option Plan, 150,000 shares of Common Stock reserved for issuance under Parent's Director Option Plan, and 450,000 shares reserved for issuance under Parent's Employee Stock Purchase Plan and no shares of Common Stock issuable upon exercise of outstanding warrants. Except as set forth above, there are no other options, warrants or other rights to purchase any of the Parent's authorized and unissued capital stock.
Sample 1
Capital Structure of Parent and Merger Sub. (a) The authorized capital stock of Parent consists of 50,000,000 shares of Parent Common Stock and 10,000,000 shares of Preferred Stock, $0.01 par value per share, of which 50,000 shares have been designated Series A Junior Participating Preferred Stock and reserved for issuance in connection with the rights to purchase Series A Junior Participating Preferred Stock issued pursuant to that certain Rights Agreement dated as of October 25, 2002, by and between Parent and SunTrust Bank. As of the close of business of October 29, 2004, 24,301,304 shares of Parent Common Stock and no shares of Preferred Stock were outstanding. All outstanding shares of Parent Common Stock have been duly authorized, validly issued, fully paid, nonassessable and free of any Liens (other than Liens created by or imposed thereon by the holders hereof), issued in compliance with applicable federal and state securities Laws, and not subject to preemptive rights created by the Certificate of Incorporation or Bylaws of Parent or any Contract to which Parent is a party or by which it is bound.
Sample 1
Capital Structure of Parent and Merger Sub. The authorized capital stock of Parent consists of 800,000,000 shares of Parent Common Stock and 20,000,000 shares of Parent Preferred Stock, all $0.001 par value per share. 10,000,000 shares of Parent Preferred Stock are designated Series A Preferred Stock. All outstanding shares of Parent Common 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 Parent Common Stock to be issued pursuant to the transactions contemplated herein will be duly authorized, validly issued, fully paid, and non-assessable. The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, $0.001 par value per share, of which 1,000 shares are issued and outstanding and all owned by Parent. All issued and outstanding shares of capital stock of Merger Sub have been duly authorized and validly issued and are 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.
Sample 1
Capital Structure of Parent and Merger Sub. (1) The authorized capital stock of Parent consists of 200,000,000 shares of Parent Common Stock and 66,625 shares of Parent Series A Preferred Stock. As of the date hereof (i) 45,236,497 shares of Parent Common Stock are issued and outstanding, all of which have been duly authorized and validly issued and all of which are fully paid, nonassessable and free of preemptive rights, (ii) 66,625 shares of Parent Series A Preferred Stock are issued and outstanding, all of which have been duly authorized and validly issued, and all of which are fully paid, nonassessable and free of preemptive rights, (iii) no shares of Parent capital stock are held in treasury by Parent, and (iv) 10,862,178 shares of Parent Common Stock are reserved for issuance in connection with the exercise of outstanding options, warrants, conversion of the Parent Series A Preferred Stock, and other convertible securities (collectively, the “PEDEVCO Convertible Securities”). The Merger Sub is a single member LLC wholly-owned by Parent. There are 100 outstanding membership interests of Merger Sub, all of which are owned by Parent.
Sample 1
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Related to Capital Structure of Parent and Merger Sub

  • 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.

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

  • 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.

  • Covenants of Parent and Merger Sub Parent and Merger Sub covenant and agree with Company as follows:

  • Conditions to Obligations of Parent and Merger Sub to Effect the Merger The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

  • Performance of Obligations of Parent and Merger Sub Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Effective Time.

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Reliance by Parent and Merger Sub Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Company Capital Structure (a) The authorized capital stock of the Company consists of 19,907,500 shares of Company Common Stock and 20,185,000 shares of Company Preferred Stock, of which 5,280,000 shares are designated “Series A Convertible Preferred Stock” and 4,812,500 shares are designated “Series B Convertible Preferred Stock.” At the close of business on the date of this Agreement, (i) 4,687,436 shares of Company Common Stock were issued and outstanding and (ii) no shares of Company Common Stock were held in treasury by the Company. At the close of business on the date of the Agreement, 5,280,000 shares of Series A Convertible Preferred Stock were issued and outstanding, and 4,812,500 shares of Series B Convertible Preferred Stock were issued and outstanding. The Company Capital Stock is held by the Stockholders, with domicile addresses and in the amounts set forth in Section 2.2(a)(i) of the Disclosure Schedule. All outstanding shares of Company Capital Stock and all outstanding Subsidiary Equity Interests are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Charter Documents or the applicable governing documents of any Subsidiary of the Company, or any agreement to which the Company or any Subsidiary of the Company is a party or by which it is bound. No shares of the Company Capital Stock or Subsidiary Equity Interests are subject to any Lien suffered or permitted by the Company or any of the Company’s Subsidiaries. Other than as contemplated herein, the Company and its Subsidiaries have not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense which has not been paid or satisfied prior to the date hereof relating to or arising out of the issuance or repurchase of any Company Capital Stock or Subsidiary Equity Interests or options or warrants to purchase Company Capital Stock or Subsidiary Equity Interests, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Stockholder has exercised any right of redemption, if any, and the Company has not received notice that any Stockholder intends to exercise such rights. Except as set forth in Section 2.2(a)(ii) of the Disclosure Schedule, there are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. There are no shares of Company Unvested Capital Stock. The Company and its Subsidiaries have no other capital stock authorized or issued and outstanding

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