Capitalization and Corporate Records. (a) Schedule 3.03(a) sets forth the authorized and outstanding capital stock of the Company. The issued and outstanding shares of capital stock are owned beneficially and of record by the persons shown on Schedule 3.03(a), free and clear of any and all liens, mortgages, adverse claims, charges, security interests, encumbrances or other restrictions or limitations whatsoever. All of the outstanding shares of the Company are duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of (i) any preemptive or other rights of any Person to acquire securities of the Company, or (ii) any applicable federal or state securities laws, and the rules and regulations promulgated thereunder (collectively, the "Securities Laws"). There are no outstanding subscriptions, options, convertible securities, rights (preemptive or otherwise), warrants, calls or agreements relating to any shares of capital stock of the Company. The copies of the Articles of Incorporation and Bylaws of the Company provided to Buyer are true, accurate, and complete and reflect all amendments made through the date of this Agreement. The Company's stock and minute books made available to Buyer for review were correct and complete as of the date of such review, no further entries have been made through the date of this Agreement, and such minute books contain an accurate record of all shareholder and corporate actions of the shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting. All corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company fairly and accurately reflect all of the Company's transactions, properties, assets and liabilities.
(b) Except as shown on Schedule 3.03(b) hereto, the Company does not own, directly or indirectly, any outstanding voting securities of or other interests in, or controls, any other corporation, partnership, joint venture or other business entity.
Capitalization and Corporate Records. (a) The Company’s authorized capital stock consists solely of 25,000 shares of common stock, par value without per share (the “Stock”). An aggregate of only 1,064.304 shares of the Stock are issued and outstanding, and represent the Subject Shares being purchased by GenuTec pursuant to this Agreement. An aggregate of 1,000 Subject Shares are owned of record and beneficially by the Stockholder and represent 93.95811% of the outstanding Stock as at the Closing Date, and an aggregate of 64.304 Subject Shares are owned of record and beneficially by Ion and represent 6.04189% of the outstanding Stock as at the Closing Date. Except for the Stock, there are no shares of capital stock or other equity securities of the Company authorized, issued or outstanding. All of issued and outstanding shares of the Company’s Stock are owned of record by Stockholder, free and clear of any and all Liens, and no shares of Stock are held in the Company’s treasury. All of the outstanding shares of Stock of the Company are duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of any: (i) preemptive or other rights of any Person to acquire securities of the Company, or (ii) applicable provisions of the Employment Retirement Income Security Act of 1974, and the rules and regulations promulgated thereunder (collectively, “ERISA”), or (iii) applicable federal or state securities laws, and the rules and regulations promulgated thereunder (collectively, the “Securities Laws”). There are no outstanding subscriptions, options, convertible securities, rights (preemptive or otherwise), warrants, calls or agreements relating to any shares of Stock or other securities of the Company. Upon delivery to GenuTec at the Closing of certificates representing the Subject Shares, accompanied by stock powers duly endorsed in blank, good and valid title to the Subject Shares will pass to GenuTec, free and clear of all Liens of any kind, other than those arising from acts of GenuTec.
(b) The copies of the Articles of Incorporation and Bylaws of the Company provided to GenuTec are true, accurate, and complete and reflect all amendments made through the date of this Agreement. The Company’s stock and minute books made available to GenuTec for review were correct and complete as of the date of such review, no further entries have been made through the date of this Agreement, and such minute books contain an accurate record of all shareholder and corporate actions of ...
Capitalization and Corporate Records. (a) Adjoined’s authorized capital stock consists of (i) 16,934,285 shares of preferred stock, $.00001 par value, of which 7,275,523 have been designated as “Series A Preferred Stock” and 9,658,762 have been designated as “Series B Preferred Stock,” and (ii) 50,000,000 shares of Common Stock. As of the date hereof, Adjoined has issued and outstanding 19,346,893 shares of Common Stock, 7,275,523 shares of Series A Preferred Stock, and 9,658,761 shares of Series B Preferred Stock. All issued and outstanding shares of Adjoined’s capital stock are owned of record as set forth on Schedule 3.3(a) hereto. All of the outstanding shares of Adjoined’s capital stock are duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of (i) any preemptive or other rights of any Person to acquire securities of Adjoined, or (ii) any applicable federal or state securities laws, and the rules and regulations promulgated thereunder (collectively, the “Securities Laws”). Except as set forth on Schedule 3.3(a), no shares of Adjoined capital stock are held in Adjoined’s treasury.
(b) Except as set forth on Schedule 3.3(b), there are no outstanding subscriptions, options, convertible securities, warrants, calls or similar agreements relating to any shares of capital stock of Adjoined. Schedule 3.3(b) sets forth a true and complete listing of all outstanding Adjoined stock options, including (i) the name of the holder thereof, (ii) the number and class and/or series of Adjoined capital stock subject thereto, (iii) the per share exercise price, (iv) the date of grant, and (v) any applicable vesting schedule.
(c) Except for the subsidiaries of Adjoined set forth on Schedule 3.3(c) (the “Subsidiaries”), Adjoined does not own, directly or indirectly, any outstanding securities of or other equity-related interests in any other corporation, partnership, joint venture or other Person. Schedule 3.3(c) hereto sets forth the name of each Subsidiary, the number of shares of each Subsidiary’s authorized capital stock, the number and class of shares thereof duly issued and outstanding, the names of all shareholders or equity holders, the number of shares of stock owned by each shareholder or the amount of equity owned by each equity holder and, with respect to each Subsidiary, the jurisdiction in which it was incorporated or organized. The outstanding shares of capital stock of each Subsidiary are validly issued, fully paid and non-assessable, and all such sha...
Capitalization and Corporate Records. 6 3.4 No Stockholder Defaults or Consents...........................7 3.5 No Company Defaults or Consents...............................7
Capitalization and Corporate Records. (A) All issued and outstanding shares of the Sellers’ capital stock are owned beneficially and of record by the Shareholders.
(B) The copies of the Certificate of Incorporation and Bylaws of each Seller provided to Buyer are true, accurate, and complete and reflect all amendments made through the date of this Agreement.
Capitalization and Corporate Records. (a) All issued and outstanding membership interests in Seller are owned beneficially and of record by the Members.
(b) The copies of the Certificate of Formation and Operating Agreement of Seller provided to Buyer are true, accurate, and complete and reflect all amendments made through the date of this Agreement. Seller's minute books which were made available to Buyer for review were correct as of the date of such review, and such minute books contain all written actions taken by the Members, the Seller or its Managers that materially affect the Assumed Liabilities or the Purchased Assets. All corporate actions taken by Seller in connection with the transactions contemplated by this Agreement have been duly authorized or ratified and were within the authority of the Member or officer taking such action on behalf of Seller. All accounts, books, ledgers and official and other records of Seller fairly and accurately reflect all of Seller's transactions, properties, assets and liabilities.
(c) Seller does not own, directly or indirectly, any outstanding voting securities of or other equity interests in any other Person (other than Invoice IQ, LLC).
Capitalization and Corporate Records. (a) The authorized capital stock of Buyer Parent consists of unlimited authorized shares of common stock, no par value (“Buyer Parent Common Stock”). As of the date of this Agreement, there are (i) 16,341,411 shares of Buyer Parent Common Stock issued and outstanding, including (A) 428,290 shares of Buyer Parent Common Stock reserved for issuance upon the exercise of outstanding warrants to purchase shares of Buyer Parent Common Stock granted under a Buyer Parent Stock Plan (as defined below) (“Buyer Parent Warrants”); and (B) 561,115 shares of Buyer Parent Common Stock reserved for issuance upon the exercise of outstanding stock options to purchase shares of Buyer Parent Common Stock granted under a Buyer Parent Stock Plan (“Buyer Parent Stock Options” and, together with the Buyer Parent Warrants, the “Buyer Parent Equity Awards”), and (ii) no other shares of capital stock or other voting securities of Buyer Parent issued, reserved for issuance or outstanding. As used herein, “Buyer Parent Stock Plans” shall mean all employee and director equity incentive plans of Buyer Parent in effect as of the date of this Agreement and agreements for equity awards in respect of Buyer Parent Common Stock granted by Buyer Parent under the inducement grant exception.
Capitalization and Corporate Records. (a) All membership interests of the Company are owned beneficially and of record as set forth in Schedule 2.3 attached hereto. Except as set forth on Schedule 2.3, there are no issued or outstanding membership interests or other equity securities of the Company, or securities convertible into or exchangeable or exercisable for membership interests or other equity securities of the Company, or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, contracts, commitments, understandings, or arrangements of any character by which the Company, any Member or any other Person is bound to issue, transfer, sell, repurchase, retire or cause to be issued, transferred, sold, repurchased or retired any membership interests or other equity securities of the Company or securities convertible into or exchangeable or exercisable for membership interests or other equity securities of the Company, or obligating the Company to grant, extend or enter into any such options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, contracts, commitments, understandings, or arrangements. Except as set forth on Schedule 2.3, the membership interests listed on Schedule 2.3 owned by each such Member: (i) to the Knowledge of the Company, are not subject to or bound by any agreement affecting or relating to such Member’s right to transfer its membership interests or other equity securities of the Company; (ii) were not issued in violation of the Securities Act of 1933, as amended, or any state or foreign securities laws; and (iii) to the Knowledge of the Company, are free and clear of all Liens or other encumbrances. Except as set forth on Schedule 2.3, there are no voting trusts, proxies, or any other agreements or understandings with respect to the voting of any membership interests or other equity securities of the Company to which the Company or, to the Knowledge of the Company, any Member is a party.
(b) The copy of the Certificate of Formation and Company Operating Agreement provided to Buyer are accurate and complete as of the date of this Agreement.
(c) The Company does not own any outstanding voting securities of, or other interests in, any other Person.
Capitalization and Corporate Records. (a) SCHEDULE 4.03 sets forth Spectrum's capital stock structure prior -------------- to Closing. Except as otherwise set forth in SCHEDULE 4.03, all of the -------------- outstanding shares of Spectrum Capital Stock are duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of (i) any preemptive or other rights of any Person to acquire securities of Spectrum, or (ii) any applicable federal or state securities laws, and the rules and regulations promulgated thereunder. Except as set forth on SCHEDULE 4.03, there ------------- are no outstanding subscriptions, options, convertible securities, rights (preemptive or otherwise), warrants, calls or agreements relating to any shares of capital stock of Spectrum.
(b) The copies of Spectrum's certificate of incorporation and bylaws provided to SILVA BAY are true, accurate, and complete and reflect all amxxxxxnts made through the date of this Agreement. Spectrum's stock and minute books made available to SILVA BAY for review were correct and complete as of the date of sucx xxxiew, no further entries have been made through the date of this Agreement, and such minute books contain an accurate record of all stockholder and corporate actions of the stockholders and directors (and any committees thereof) of Spectrum taken by written consent or at a meeting since March 21, 2003. All corporate actions taken by Spectrum have been duly authorized or ratified. All accounts, books, ledgers and official and other records of Spectrum fairly and accurately reflect all of Spectrum's transactions, properties, assets and liabilities.
Capitalization and Corporate Records. 5 3.04 No Shareholder Defaults or Consents.................................5 3.05 No Company Defaults or Consents.....................................6 3.06
