Common use of Capital Structure of Pubco Clause in Contracts

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.

Appears in 1 contract

Samples: Share Exchange Agreement (Stevia Corp)

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Capital Structure of Pubco. As of the date of this Agreement, the authorized capital stock of Pubco consists of 100,000,000 250,000,000 shares of Pubco Common Stock, $0.001 par value, of which 79,800,000 658,252 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 otherwiseotherwise 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.

Appears in 1 contract

Samples: Share Exchange Agreement (Marine Drive Mobile Corp.)

Capital Structure of Pubco. As of the date of this Agreement, the authorized capital stock of Pubco consists of 100,000,000 200,000,000 shares of Pubco Common Stock, $0.001 par value, of which 79,800,000 approximately 73,500,000 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 otherwiseotherwise 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.

Appears in 1 contract

Samples: Share Exchange Agreement (Digital Development Group Corp)

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 approximately 72,240,000 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 otherwiseotherwise 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Indo Global Exchange(s) Pte, Ltd.)

Capital Structure of Pubco. As of the date of this Agreement, the authorized capital stock of Pubco consists of 100,000,000 25,000,000 shares of Pubco Common Stock, $0.001 par value, of which 79,800,000 approximately 5,398,429 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 otherwiseotherwise except as set forth in the Pubco OTC 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 nonassessablenon- assessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities.

Appears in 1 contract

Samples: Stock Exchange Agreement

Capital Structure of Pubco. As of the date of this Agreement, the authorized capital stock of Pubco consists of 100,000,000 250,000,000 shares of Pubco Common Stock, $0.001 par value, of which 79,800,000 approximately 75,000,000 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 otherwiseotherwise 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Recursos Montana S.A.)

Capital Structure of Pubco. As of the date of this Agreement, the authorized capital stock of Pubco consists of 100,000,000 410,000,000 shares of Pubco Common Stock, $0.001 par value, of which 79,800,000 approximately 289,975,000 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 otherwiseotherwise 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.

Appears in 1 contract

Samples: Stock Exchange Agreement (Claridge Ventures, Inc.)

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Capital Structure of Pubco. As of the date of this Agreement, the authorized capital stock of Pubco consists of 100,000,000 121,212,122 shares of Pubco Common Stock, $0.001 par value, of which 79,800,000 approximately 15,878,295 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 otherwiseotherwise 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.

Appears in 1 contract

Samples: Share Exchange Agreement (NYXIO TECHNOLOGIES Corp)

Capital Structure of Pubco. As of the date of this Agreement, the authorized capital stock of Pubco consists of 100,000,000 200,000,000 shares of Pubco Common Stock, $0.001 par value, of which 79,800,000 approximately 69,920,000 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 otherwiseotherwise 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.

Appears in 1 contract

Samples: Share Exchange Agreement (Vacation Home Swap, Inc.)

Capital Structure of Pubco. As of the date of this AgreementClosing Date, the authorized capital stock of Pubco shall consists of 100,000,000 250,000,000 shares of Pubco Common Stock, $0.001 par value, of which 79,800,000 approximately 37,220,000 shares of Pubco Common Stock are shall be issued and outstanding and except for a convertible promissory note as set forth in the amount of $250,000Pubco SEC Documents, no shares of Pubco Common Stock are shall be 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.

Appears in 1 contract

Samples: Share Exchange Agreement (Sona Resources, Inc.)

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