Capital Structure of Pubco. As of the date of this Agreement, the authorized capital stock of Pubco consists of 250,000,000 shares of Pubco Common Stock, $0.001 par value, of which 10,000,000 shares of Pubco Common Stock are issued and outstanding. There are no other shares of Pubco stock issuable upon the exercise of outstanding warrants, convertible notes, options and otherwise. Except as set forth above, no shares of capital stock or other equity securities of Pubco are issued, reserved for issuance or outstanding. 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.
Capital Structure of Pubco. As of the date of this Agreement, the authorized capital stock of Pubco consists of 100,000,000 shares of Pubco Common Stock, $0.001 par value, of which 79,800,000 shares of Pubco Common Stock are issued and outstanding and except for a convertible promissory note in the amount of $250,000, no shares of Pubco Common Stock are issuable upon the exercise of warrants, convertible notes, options or otherwise. Except as set forth above, no shares of capital stock or other equity securities of Pubco are issued, reserved for issuance or outstanding. 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.
Capital Structure of Pubco. As of the date of this Agreement, the authorized capital stock of Pubco consists of 100,000,000 shares of Pubco Common Stock, $0.001 par value, of which 7,686,207 shares of Pubco Common Stock will be issued and outstanding as of the date of this Agreement and except for the Investor Notes (as defined under Section 5.03(l)), no shares of Pubco Common Stock are issuable upon the exercise of outstanding warrants, convertible notes, options and otherwise. Except as set forth above, no shares of capital stock or other equity securities of Pubco are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Pubco 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 as set forth above, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Pubco having the right to vote (or convertible into, or exchangeable for, securities having the right to vote). Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Pubco is a party or by which any of them is bound obligating Pubco to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Pubco or obligating Pubco to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Pubco or obligating Pubco 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 Pubco or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Pubco or any of its subsidiaries.
Capital Structure of Pubco. As of the date of this Agreement, the authorized capital stock of Pubco consists of 100,000,000 shares of Pubco Common Stock, $0.001 par value, of which 45,000,000 shares of Pubco Common Stock will be issued and outstanding as of the date of this Agreement and no shares of Pubco Common Stock are issuable upon the exercise of outstanding warrants, convertible notes, options and otherwise. Except as set forth above, no shares of capital stock or other equity securities of Pubco are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Pubco 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 as set forth above, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Pubco having the right to vote (or convertible into, or exchangeable for, securities having the right to vote). Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Pubco is a party or by which any of them is bound obligating Pubco to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Pubco or obligating Pubco to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Pubco or obligating Pubco 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 Pubco or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Pubco or any of its subsidiaries. There are no agreements or arrangements pursuant to which Pubco is or could be required to register shares of Pubco Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of Pubco with respect to securities of Pubco.
Capital Structure of Pubco. As of the date of this Agreement, the authorized capital stock of Pubco consists of 300,000,000 shares of Pubco Common Stock, $0.0001 par value, of which 59,000,000 shares of Pubco Common Stock are issued and outstanding, and 25,000,000 shares of preferred stock, par value $0.0001 ("PUBCO PREFERRED STOCK"), of which no shares are outstanding, and except as stated in Pubco SEC Documents, no shares of Pubco Common Stock or Pubco Preferred Stock are issuable upon the exercise of warrants, convertible notes, options or otherwise. Except as set forth above, no shares of capital stock or other equity securities of Pubco are issued, reserved for issuance or outstanding. 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.
Capital Structure of Pubco. As of the Closing Date, the authorized capital stock of Pubco shall consists of 300,000,000 shares of Pubco Common Stock, $0.0001 par value, and 10,000,000 shares of Pubco preferred stock, $0.0001 par value, of which 54,012,365 shares of Pubco Common Stock are issued and outstanding and 250,000 shares of preferred stock are issued and outstanding immediately prior to the Closing. It is acknowledged that upon the consummation of the Closing, a total of 47,278,938 shares of Pubco Common Stock shall be issued to the Selling Shareholders and an additional 57,212,648 shares shall be issued to other parties, resulting in a total of 158,503,951 shares of Pubco Common Stock outstanding. No shares of Pubco Common Stock are issuable upon the exercise of warrants, convertible notes, options or otherwise except as set forth in the Pubco SEC Documents (as defined herein). Except as set forth above, no shares of capital stock or other equity securities of Pubco are issued, reserved for issuance or outstanding. 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.
Capital Structure of Pubco. As of the date of this Agreement, the authorized capital stock of Pubco consists of 74,000,000 shares of Pubco Common Stock, $0.001 par value, of which 33,518,159 shares of Pubco Common Stock are issued and outstanding and 1,000,000 shares of Pubco Preferred Stock, $0.001 par value, of which 42,013 shares of Pubco Preferred Stock are issued and outstanding. As of the date of this Agreement, there are 4,650,000 outstanding options to purchase shares of Pubco Common Stock, $0.001 par value, which have been granted by Pubco to key employees, consultants, officers and directors pursuant to Pubco’s non-qualified stock option plan. Other than as set forth in the preceding sentence, there are no other shares of Pubco stock issuable upon the exercise of outstanding warrants, convertible notes, options and otherwise. Except as set forth above, no shares of capital stock or other equity securities of Pubco are issued, reserved for issuance or outstanding. 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.
Capital Structure of Pubco. As of the date of this Agreement, the authorized capital stock of Pubco consists of 90,000,000 shares of Pubco Common Stock, $0.001 par value, of which approximately 20,900,000 shares of Pubco Common Stock are issued and outstanding and no shares of Pubco Common Stock are issuable upon the exercise of warrants, convertible notes, options or otherwise except as set forth in the Pubco SEC Documents (as defined herein) and 10,000,000 shares of Pubco Preferred Stock, $0.001 par value, none of which are issued and outstanding or issuable upon the exercise of warrants, convertible notes, options or otherwise except as set forth in the Pubco SEC Documents. Except as set forth above, no shares of capital stock or other equity securities of Pubco are issued, reserved for issuance or outstanding. 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.
Capital Structure of Pubco. As of the date of Closing, the authorized capital stock of Pubco consists of 650,000,000 shares of Pubco Common Stock, $0.001 par value, of which 22,500,000 shares of Pubco Common Stock are issued and outstanding and no shares of Pubco Common Stock are issuable upon the exercise of warrants, convertible notes, options or otherwise except as set forth in the Pubco SEC Documents (as defined herein). Except as set forth above, no shares of capital stock or other equity securities of Pubco are issued, reserved for issuance or outstanding. 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. Effective as of immediately after Closing, Pubco will have no more than 79,000,000 shares of Pubco Common Stock issued and outstanding after the Exchange Shares are issued, excluding any shares of Pubco Common Stock issuable under outstanding warrants and options.
Capital Structure of Pubco. As of the date of this Agreement, the authorized capital stock of Pubco consists of 300,000,000 shares of Pubco Common Stock, $0.0001 par value, of which 28,979,227 shares of Pubco Common Stock are issued and outstanding, and 10,000,000 shares of preferred stock, $0.0001 par value (“Pubco Preferred Stock”), of which no shares are issued or outstanding, and no shares of Pubco Common Stock or Pubco Preferred Stock are issuable upon the exercise of warrants, convertible notes, options or otherwise except as set forth in the Pubco SEC Documents (as defined herein). Except as set forth above, no shares of capital stock or other equity securities of Pubco are issued, reserved for issuance or outstanding. All shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities.
