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 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Guar Global Ltd.)

AutoNDA by SimpleDocs

Capital Structure of Pubco. As of the date of this AgreementClosing Date, the authorized capital stock of Pubco consists of 300,000,000 200,000,000 shares of Pubco Common Stock, $0.0001 0.00001 par value, of which 59,000,000 no more than 10,000,000 shares of Pubco Common Stock are will be issued and outstandingoutstanding immediately prior to the Effective Time, excluding any shares issued pursuant to the Offering. Except for the Units issued in the Offering 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 otherwise described in Pubco SEC Documentsthis Agreement, 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 hereinafter defined). 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 (Vortex Blockchain Technologies Inc.)

Capital Structure of Pubco. As of the date of this Agreement, the authorized capital stock of Pubco consists of 300,000,000 100,000,000 shares of Pubco Common Stock, $0.0001 par value, of which 59,000,000 approximately 3,000,000 shares of Pubco Common Stock are issued and outstanding, and 25,000,000 20,000,000 shares of preferred stock, par value $0.0001 ("PUBCO PREFERRED STOCK"“Pubco Preferred Stock”), of which no shares of Pubco Preferred Stock are issued and 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 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 stock 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 (Unseen Solar Inc)

AutoNDA by SimpleDocs

Capital Structure of Pubco. As of the date of this AgreementClosing Date, the authorized capital stock of Pubco shall consists of 300,000,000 100,000,000 shares of Pubco Common Stock, $0.0001 par value, and 50,000,000 shares of Pubco preferred stock, $0.0001 par value, of which 59,000,000 approximately 29,000,000 shares of Pubco Common Stock are will be issued and outstanding and no shares of preferred stock will be 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 . No shares of Pubco Common Stock or Pubco Preferred 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 (Makism 3D Corp.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!