Capitalization and Indebtedness for Borrowed Moneys. At or prior to Closing, the Company will be duly and lawfully authorized by its Certificate of Incorporation, as amended, to issue 150 million Shares of Common Stock of which 11,052,393 Shares are issued and outstanding as of the date hereof. Additionally, the Company is authorized to issue 50 million shares of preferred stock, $0.001 par value, of which 8,000 shares are designated Series A Convertible Preferred and are issued and outstanding. The Company has no treasury stock and no other authorized series or class of stock. All the outstanding shares of Common Stock and Series A Convertible Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. Except as listed on Schedule 3.1(2)(a) attached hereto, the Company is not obligated to issue any additional common or preferred stock as a result of any options, warrants, rights, conversion rights, obligations upon default, subscription agreement or other obligation of any kind. All Shares to be issued pursuant to this Agreement to the Purchaser shall be duly authorized by all other necessary corporate action, validly issued, fully paid, nonassessable, issued in compliance with state and federal securities laws and based upon the representation of the Purchaser herein in compliance with the exemptions promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued with a restrictive legend.
Capitalization and Indebtedness for Borrowed Moneys. (a) The Company is duly and lawfully authorized by its Articles to issue (i) 10,000,000 shares of $.001 par value Common Stock, of which at closing only 325,018 shares will be issued and outstanding; and (ii) 10,000,000 shares of preferred stock, of which 375,000 shares designated as Series A Preferred shall be converted to the common stock of Purchaser and all of the preferred shares shall be cancelled resulting in there being no preferred shares issued and outstanding. Additionally, 2 million shares of Preferred shall be designated as Series B Convertible Preferred as set forth on Exhibit A. The Company has no treasury stock and no other authorized series or class of stock. All the outstanding shares of Common Stock have been duly authorized and validly issued to the persons set forth on Exhibit B attached hereto and are fully paid and nonassessable and free of preemptive rights. All Shares to be issued to the Purchaser pursuant to this Agreement shall be duly authorized, validly issued, fully paid, nonassessable, and issued in compliance with state and federal securities laws.
(b) Except as set forth on Exhibit C, there are no outstanding subscriptions, options, warrants, calls, contracts, demands, commitments, convertible securities, or other agreements or arrangements of any character or nature whatever under which the Company is or may be obligated to issue or purchase shares of its capital stock.
(c) Except with respect to the Note due to Purchaser in the amount of $85,000 the Company is not presently liable on account of any indebtedness for borrowed moneys.
Capitalization and Indebtedness for Borrowed Moneys. On the date of this Agreement, 7,090,900 shares of BPO's no par value common stock are issued and outstanding. All the outstanding shares of BPO Common Stock have been duly authorized and validly issued and are fully paid and nonassessable.
Capitalization and Indebtedness for Borrowed Moneys. HVI is duly and lawfully authorized by its Articles of Incorporation to issue 1,000,000 shares of HVI Common Stock and 3,000,000 shares of Preferred Stock, of which 783,071 shares of Common Stock and 3,000,000 shares of Preferred Stock are validly issued and outstanding on the date of this Agreement. HVI has no shares of treasury stock. All of the outstanding shares of HVI's Common and Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable.
Capitalization and Indebtedness for Borrowed Moneys. Petro is duly and lawfully authorized by its Articles of Incorporation, as amended, to issue 50,000,000 shares of Common Stock, $.125 par value per share (the "Petro Common Stock"), of which 17,537,945 shares are issued and outstanding as of the date hereof. Petro is authorized to issue 40,000,000 shares of Preferred Stock, $.0001 pax xxxxx. No Preferred Stock has been designated or is issued or outstanding. Petro has no treasury stock and no other authorized series or class of stock. All the outstanding shares of Petro Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. All of the Petro Series B Common Stock to be issued pursuant to this Agreement to the shareholders of HVI in exchange for their shares of HVI's Common and Preferred Stock shall be duly authorized pursuant to the filing of Petro Articles of Amendment with the Colorado Secretary of State and all other necessary corporate action, validly issued, fully paid, nonassessable, issued in compliance with state and federal securities laws and upon compliance with the exemption granted by Section 3(a)(10) of the Securities Act of 1933, and will be issued without restrictive legend (except as necessary to indicate control) and be freely tradeable subject to the resale limitations of Rules 144 and 145 under the Securities Act of 1933, as amended, and the provisions of Section 6.1 of this Agreement.
Capitalization and Indebtedness for Borrowed Moneys. (a) The Company is duly and lawfully authorized by its Articles to issue (i) 50,000,000 shares of no par value Common Stock, of which 1,690,000 shares are issued and outstanding; and (ii) 10,000,000 shares of preferred stock, none of which are issued and
Capitalization and Indebtedness for Borrowed Moneys. Saba is duly and lawfully authorized by its Certificate of Incorporation, as amended, to issue 150 million shares of Saba Common Stock and 50 million shares of preferred stock, $.001 par value per share ("Saba Preferred Stock"), of which as of the date hereof there are issued and outstanding 11,385,726 shares of Saba Common Stock and 8,000 shares of Series A Convertible Preferred Stock ("Preferred Stock"). Saba has no treasury stock and no other authorized series or class of stock. All the outstanding shares of Saba Common Stock and Saba Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. Saba is not obligated to issue any additional common or preferred stock as a result of any options, warrants, rights, conversion rights, obligations upon default, subscription agreement or other obligation of any kind. Saba is not presently liable on account of any indebtedness for borrowed moneys, except as reflected in the Saba Financial Statements (as hereinafter defined).
Capitalization and Indebtedness for Borrowed Moneys. Mediatech is duly and lawfully authorized by its Articles of Incorporation, as amended, to issue 1,000 shares of Common Stock, no par value per share, of which 197 shares are validly issued and outstanding on the date of this Agreement. Mediatech has no treasury stock. Further, Mediatech has no other authorized series or class of stock. All the outstanding shares of Mediatech's Common Stock have been duly authorized and validly issued and are fully paid and nonassessable.
Capitalization and Indebtedness for Borrowed Moneys. The Acquiror is duly and lawfully authorized by its Articles of Incorporation, as amended, to issue 100,000,000 shares of Common Stock, $0.001 par value per share, of which 4,504,823 million shares are issued and outstanding as of the date hereof and 40,000,000 shares of Preferred Stock, $0.0001 par value per share, of which no shares are issued and outstanding. All shares of capital stock of the Acquiror were issued in compliance with state or federal securities laws. The Acquiror has no treasury stock and no other authorized series or class of stock. All the outstanding shares of the Acquiror's Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. All of the Acquiror's Common Stock to be issued to the Stockholders in exchange for their shares of Mediatech's Common Stock shall be duly authorized, validly issued, fully paid, nonassessable, issued in compliance with state and federal securities laws and freely tradeable subject to the resale limitations of Rules 144 and 145 under the Securities Act of 1933, as amended, and the provisions of Section 6.1 of this Agreement.
Capitalization and Indebtedness for Borrowed Moneys. (a) The Company is duly and lawfully authorized by its Articles to issue (i) 50,000,000 shares of no par value Common Stock, of which 16,062,000 shares are issued and outstanding; and (ii) 5,000,000 shares of preferred stock, of which 183,333 shares of Series A Preferred stock are issued and outstanding. Each share of Series A Preferred stock can be converted into eight (8) shares of common stock. The Company has no treasury stock and no other authorized series or class of stock. All the outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. All Shares to be issued to the Purchasers pursuant to this Agreement shall be duly authorized, validly issued, fully paid, nonassessable, and issued in compliance with state and federal securities laws.
(b) The Company has duly executed and delivered this Agreement, which is a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws relating to creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of this Agreement by the Company does not require the consent or approval of any other person, entity or governmental agency.
(c) There are no outstanding subscriptions, options, warrants, calls, contracts, demands, commitments, convertible securities, or other agreements or arrangements of any character or nature whatever under which the Company is or may be obligated to issue or purchase shares of its capital stock except 2,300,000 options for $1.00 per share and 1,466,664 warrants to purchase Common Shares at $1.80 per share. There are also 183,333 Preferred shares that may be converted to 1,466,664 Common shares.
