Capital Structure of Purchaser. The authorized capital stock of Purchaser consists of 40,000,000 shares of common stock, $0.10 par value, of which 11,339,225 shares are issued and outstanding as of May 20, 2002. Except for the transactions contemplated pursuant to this Agreement, for convertible preferred securities of PurePulse Corporation issued to two companies affiliated with Sanyo Corporation which are exchangeable into Xxxxxxx common stock and for outstanding stock options granted to Purchaser's officers, directors and employees, there are no outstanding options, warrants, convertible debt or securities, calls, agreements, arrangements, commitments, understandings or other rights to purchase any of Purchaser's capital stock, or securities convertible into or exchangeable for any such capital stock. All of the outstanding shares of capital stock of Purchaser have been duly authorized, validly issued and are fully paid and nonassessable.
Capital Structure of Purchaser. The authorized capital stock of Purchaser consists at March 31, 2000 of (i) 1,000,000 shares of preferred stock, par value $1.00 per share ("Purchaser Preferred Stock"), none of which were issued and outstanding and (ii) 15,000,000 shares of common stock, par value $5.00 per share ("Purchaser Common Stock"), of which, as of July 7, 2000, 7,650,380 shares were issued and outstanding, 451,159 shares were held in treasury and approximately 234,439 shares were reserved for issuance under plans or arrangements relating to options or other Rights. All outstanding shares of Purchaser capital stock have been duly authorized and validly issued and are fully paid and nonassessable. None of the shares of Purchaser's capital stock has been issued in violation of the preemptive rights of any person. The shares of Purchaser Common Stock to be issued in connection with the Merger have been duly authorized and, when issued in accordance with the terms of this Reorganization Agreement and the Plan of Merger, will be validly issued, fully paid, nonassessable and free and clear of any preemptive rights.
Capital Structure of Purchaser. As of the date of this Agreement, the share capital of the Purchaser is $22,100 divided into 200,000,000 Class A ordinary shares of a par value of $0.0001 each (“Class A Ordinary Shares”), 20,000,000 Class B ordinary shares of a par value of $0.0001 each (“Class B Ordinary Shares”), and 1,000,000 preference shares of a par value of $0.0001 each. The Purchaser has issued 6,750,000 warrants, each exercisable for one Class A Ordinary Share for $11.50 per share (the “Purchaser Warrants”). At the close of business on December 16, 2019: (i) 30,000,000 units, each consisting of one Class A Ordinary Share and one-half of one Purchaser Warrant (each, a “Purchaser Unit”) were issued and outstanding, and (ii) 6,750,000 Purchaser Warrants were issued and outstanding. The issued and outstanding Class B Ordinary Shares are convertible into up to 7,500,000 Class A Ordinary Shares upon consummation of the Transactions. All holders of Class B Ordinary Shares have irrevocably waived any anti-dilution adjustment as to the ratio by which Class B Ordinary Shares convert into Class A Ordinary Shares or any other measure with an anti-dilutive effect, in any case, that results from or is related to the Transactions. All issued and outstanding Class A Ordinary Shares, Class B Ordinary Shares, Purchaser Warrants and Purchaser Units are validly issued, fully paid and non-assessable and are not subject to preemptive rights. Except for the Purchaser Warrants and Purchaser Units, there are no outstanding (a) securities of the Purchaser convertible into or exchangeable for shares or other equity interests or voting securities of the Purchaser, (b) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of any character, whether or not contingent, of the Purchaser to acquire from any Person, and no obligation of the Purchaser to issue, any shares or other equity interests or voting securities of the Purchaser or any securities convertible into or exchangeable for such shares or other equity interest or voting securities, (c) equity equivalents or other similar rights of or with respect to the Purchaser, or (d) obligations of the Purchaser to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares, options, equity equivalents, interests or rights. The Purchaser has no direct or indirect equity interests, participation or voting right or other investment (whether debt, equity or otherwise) in any Person (including a...
Capital Structure of Purchaser. As of the date of this Agreement, the authorized capital stock of Purchaser consists of 75,000,000 shares of Purchaser Common Stock, $0.001 par value, of which approximately 17,293,429 shares of Purchaser Common Stock are issued and outstanding and no shares of Purchaser Common Stock are issuable upon the exercise of warrants, convertible notes, options or otherwise except as set forth in the Purchaser Documents (as defined herein). Except as set forth above, no shares of capital stock or other equity securities of Purchaser 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 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 Purchaser. If Purchaser has not made the Cash Election pursuant to Section 1.05, (a) Holdings shall have invested at least $25,000,000 in the equity of Purchaser, and (b) the total Indebtedness incurred by Purchaser, the Surviving Corporation or the Company at Closing pursuant to the Financing shall be approximately $140,000,000.
Capital Structure of Purchaser. Immediately prior to the issuance of the Shares at Closing, the authorized capital stock of the Purchaser will consist of 300,000,000 shares of Purchaser Common Stock, of which no more than approximately 11,485,714 shares of Purchaser Common Stock will be issued and outstanding (assuming that the maximum amount of shares are issued in connection with the Financing, and subject to an increase of up to 2,857,143 shares if the Financing is oversubscribed), 200,000,000 shares of Purchaser Preferred Stock, $0.0001 par value, of which no shares will be issued and outstanding, and no shares of Purchaser Common Stock or Purchaser Preferred Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise. All outstanding shares of capital stock of the Purchaser 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 Purchaser Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Purchaser 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 the Purchaser is a party or by which the Purchaser is bound obligating the Purchaser to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Purchaser or obligating the Purchaser to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Purchaser or obligating the Purchaser 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 the Purchaser or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Purchaser or any of its subsidiaries. There are no agreements or arrangements pursuant to which the Purchaser is or could be required to register shares of Purchaser Common S...
Capital Structure of Purchaser. Seller has been advised that Buyer is a newly organized company capitalized with Three Hundred Thousand Dollars ($300,000) and that it has no operating history.
Capital Structure of Purchaser. On the Closing Date, the capital structure of Purchaser (including all capital stock and any securities convertible or exercisable into any capital stock) shall be in form and substance satisfactory to the Sellers.
Capital Structure of Purchaser. The authorized capital stock of Purchaser consists of (i) 500,000 shares of preferred stock, none of which is issued and outstanding and (ii) 20,000,000 shares of common stock, par value $5.00 per share ("Purchaser Common Stock"), of 18 which, as of October 31, 2002, 9,409,886 shares were issued and outstanding and 252,526 shares were held in treasury. All outstanding shares of Purchaser capital stock have been duly authorized and validly issued and are fully paid and nonassessable. None of the shares of Purchaser's capital stock has been issued in violation of the preemptive rights of any person. The shares of Purchaser Common Stock to be issued in connection with the Merger have been duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free and clear of any preemptive rights.
Capital Structure of Purchaser. (a) The authorized capital stock of Purchaser consisted as of the close of business on September 25, 2002 of (i) 1,000,000 shares of preferred stock, par value $1.00 per share, none of which were issued and outstanding or held in treasury; and (ii) 150,000,000 shares of common stock, par value $0.50 per share ("Purchaser Common Stock"), of which, as of the date hereof, 91,863,963 shares were issued and outstanding, 5,275,384 shares were held in treasury and no shares were held by any Purchaser Subsidiary except as may be held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary capacity for the benefit of third parties.
(b) As of the close of business on September 24, 2002, 20,931,486 shares of Purchaser Common Stock were reserved for issuance pursuant to stock option plans administered or acquired by Purchaser and all other plans, agreements or arrangements providing for equity-based compensation to any director, employee, consultant or independent contractor of Purchaser or any of its subsidiaries (collectively, the "Purchaser Stock Plans"), of which 10,474,046 shares are subject to outstanding stock options to purchase or receive Purchaser Common Stock and all other rights to purchase or receive Purchaser Common Stock granted under Purchaser Stock Plans (collectively, the "Purchaser Stock Options").
(c) Except as set forth above, and except for changes since September 24, 2002 resulting from the issuance of shares of Purchaser Common Stock pursuant to and in accordance with Purchaser Stock Options outstanding prior to September 24, 2002 and Purchaser Stock Options issued after September 24, 2002 in compliance with Section 5.7 or pursuant to any other benefit plans or director, employee or shareholder purchase programs, (i) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or voting securities or other ownership interests of Purchaser, (B) any securities of Purchaser or any Purchaser subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of Purchaser, or (C) any Rights to acquire from Purchaser or any Purchaser Subsidiary, or any obligation of Purchaser or any Purchaser Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of Purchaser, ...
