Capitalization; Equity Interests. (i) As of the date of this Agreement, the authorized capital stock of the Company consists solely of 20,000,000 shares of Common Stock, of which 8,563,660 shares are issued and outstanding. The outstanding shares of Common Stock have been duly authorized and issued and are fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights. The Shares have been duly authorized and, when issued in accordance with this Agreement, will (i) be duly issued, fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holder. The shares of Common Stock initially issuable upon exercise of the Warrants (the "Exercise Shares") have been duly authorized and reserved for issuance upon exercise and, when issued upon such exercise, will (ii) be duly issued, fully paid and non-assessable and not subject to any purchase option, or right of first refusal or preemptive, subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holder. (ii) Except for this Agreement, the Warrants and as set forth in Schedule 3(c) of the Disclosure Schedule, (x) there are no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote, (y) there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Common Stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call right, commitment, agreement, arrangement or undertaking and (z) there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or other voting securities of the Company or any securities of the type described in clauses (x) or (y) above. No dividends on any shares of Common Stock have been declared but not yet paid. (iii) Except for the Subsidiary, the Company does not have any subsidiaries or own or hold, directly or indirectly, any equity or other security interests in any corporation, partnership, limited liability company, joint venture or other entity. The Company is not subject to any liability for any claim that the Company violated any applicable Federal or state securities laws in connection with the issuance of Common Stock or other securities. There are no restrictions on the transfer of shares of Common Stock other than those imposed by relevant state and Federal securities laws. There are no voting trusts, voting agreements, proxies or other agreements or instruments with respect to the voting of the Common Stock to which the Company is a party, or to the best of the knowledge of any of the Company's officers, directors or employees (the "Company's Knowledge"), among or between any persons other than the Company. Except as set forth in Schedule 3(c) of the Disclosure Schedule, no person has the right to demand or other rights to cause the Company to file any registration statement under the 1933 Act relating to any securities of the Company presently outstanding or any right to participate in any such registration statement. (iv) The Company has registered its Common Stock pursuant to Section 12 of the Exchange Act, and the Common Stock is listed and traded on the American Stock Exchange ("AMEX").
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Capitalization; Equity Interests. (i) As The authorized capital stock of -------------------------------- the date Company consists of 100,000 shares of Company Common Stock. At the time of execution of this Agreement, 1,000 shares of Company Common Stock were issued and outstanding.
Section 3.1 (c) of the authorized Disclosure Schedule contains a true and correct list of all of the owners (of record and beneficially) of the issued and outstanding shares of Company Common Stock specifying the number of such shares owned by, and the address of, each such person. Except as set forth above, at the time of execution of this Agreement, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company consists solely of 20,000,000 shares of Common Stockare duly authorized, of which 8,563,660 shares are issued and outstanding. The outstanding shares of Common Stock have been duly authorized and issued and are fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights. The Shares have been duly authorized and, when issued in accordance with this Agreement, will (i) be duly validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. There are not any purchase option or right of first refusal or preemptive, subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holder. The shares of Common Stock initially issuable upon exercise of the Warrants (the "Exercise Shares") have been duly authorized and reserved for issuance upon exercise and, when issued upon such exercise, will (ii) be duly issued, fully paid and non-assessable and not subject to any purchase option, or right of first refusal or preemptive, subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holder.
(ii) Except for this Agreement, the Warrants and as set forth in Schedule 3(c) of the Disclosure Schedule, (x) there are no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote, (y) there . There are no not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Common Stock capital stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call right, commitment, agreement, arrangement or undertaking and (z) there undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or capital stock of other voting securities of the Company or any securities of the type described in clauses (x) or (y) abovethe two immediately preceding sentences. No dividends on any shares of Common Stock have been declared but not yet paid.
(iii) Except for the Subsidiary, the The Company does not have any subsidiaries or and, except as set forth in Section 3.1(c) of the Disclosure Schedule, does not own or hold, directly or indirectly, hold any equity or other security interests in any other entity. For purposes of this Agreement, a "subsidiary" of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which ) is owned directly or indirectly by such first person; and a "person" means an individual, corporation, partnership, limited liability companyjoint venture, joint venture association, trust, unincorporated organization or other entity. The Company is not subject to any liability for any claim that the Company violated any applicable Federal entity (governmental or state securities laws in connection with the issuance of Common Stock or other securities. There are no restrictions on the transfer of shares of Common Stock other than those imposed by relevant state and Federal securities laws. There are no voting trusts, voting agreements, proxies or other agreements or instruments with respect to the voting of the Common Stock to which the Company is a party, or to the best of the knowledge of any of the Company's officers, directors or employees (the "Company's Knowledge"), among or between any persons other than the Company. Except as set forth in Schedule 3(c) of the Disclosure Schedule, no person has the right to demand or other rights to cause the Company to file any registration statement under the 1933 Act relating to any securities of the Company presently outstanding or any right to participate in any such registration statement.
(iv) The Company has registered its Common Stock pursuant to Section 12 of the Exchange Act, and the Common Stock is listed and traded on the American Stock Exchange ("AMEX"otherwise).
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Capitalization; Equity Interests. (i) As The authorized capital stock of -------------------------------- the date Company consists of 500 shares of Company Common Stock. At the time of execution of this Agreement, 120.51 shares of Company Common Stock were issued and outstanding. The Shareholders own of record and beneficially all of the authorized outstanding capital stock of the Company. Section 3.1(c) of the Disclosure Schedule contains a true and correct list of the number of such shares of capital stock owned by each Shareholder. Except as set forth above, at the time of execution of this Agreement, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company consists solely of 20,000,000 shares of Common Stockare duly authorized, of which 8,563,660 shares are issued and outstanding. The outstanding shares of Common Stock have been duly authorized and issued and are fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights. The Shares have been duly authorized and, when issued in accordance with this Agreement, will (i) be duly validly issued, fully paid and non-assessable nonassessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holderpreemptive rights. The shares of Common Stock initially issuable upon exercise of the Warrants (the "Exercise Shares") have been duly authorized and reserved for issuance upon exercise and, when issued upon such exercise, will (ii) be duly issued, fully paid and non-assessable and not subject to any purchase option, or right of first refusal or preemptive, subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holder.
(ii) Except for this Agreement, the Warrants and as set forth in Schedule 3(c) of the Disclosure Schedule, (x) there There are no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote, (y) there . There are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Common Stock capital stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call right, commitment, agreement, arrangement or undertaking and (z) there undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company to repurchase, redeem or otherwise acquire any shares of Common Stock capital stock or other voting securities of the Company or any securities of the type described in clauses (x) or (y) abovethe two immediately preceding sentences. No dividends on any shares of Common Stock have been declared but not yet paid.
(iii) Except for the Subsidiary, the The Company does not have any subsidiaries or nor does it own or hold, directly or indirectly, hold any equity or other security interests in any corporation, partnership, limited liability company, joint venture or other entity. The Company is not subject to any liability for any claim that the Company it violated any applicable Federal or state securities laws in connection with the issuance of Common Stock capital stock. For purposes of this Agreement, a "subsidiary" of any person means another person, where the amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other securities. There governing body (or, if there are no restrictions on such voting interests, 50% or more of the transfer equity interests of shares of Common Stock other than those imposed which) is owned directly or indirectly by relevant state such first person; and Federal securities laws. There are no voting trustsa "person" means an individual, voting agreementscorporation, proxies partnership, joint venture, association, trust, unincorporated organization or other agreements entity (governmental or instruments with respect to the voting of the Common Stock to which the Company is a party, or to the best of the knowledge of any of the Company's officers, directors or employees (the "Company's Knowledge"), among or between any persons other than the Company. Except as set forth in Schedule 3(c) of the Disclosure Schedule, no person has the right to demand or other rights to cause the Company to file any registration statement under the 1933 Act relating to any securities of the Company presently outstanding or any right to participate in any such registration statement.
(iv) The Company has registered its Common Stock pursuant to Section 12 of the Exchange Act, and the Common Stock is listed and traded on the American Stock Exchange ("AMEX"private).
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Capitalization; Equity Interests. (i) As At the Initial Closing, immediately prior to the issuance of the date of this AgreementSecurities, the authorized capital stock of the Company consists solely of (A) 20,000,000 shares of Common Stock, of which 8,563,660 5,672,137 shares are issued and outstanding; and (B) 1,000,000 shares of preferred stock, par value $0.01 per share (together with the Common Stock, the "Capital Stock"), of which no shares are issued and outstanding. The outstanding shares of Common Capital Stock have been duly authorized and issued and are fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights. The Shares Securities have been duly authorized and, when issued in accordance with this Agreement, will (i) be duly issued, fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holderrights. The shares of Common Stock initially issuable upon exercise of the Warrants (the "Exercise Shares") have been duly authorized and reserved for issuance upon exercise and, when issued upon such exercise, will (ii) be duly issued, fully paid and non-assessable and not subject to any purchase option, or right of first refusal or preemptive, subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holderrights.
(ii) Except for this AgreementAgreement and the Warrants, the Warrants and as set forth in on Schedule 3(c2.1(c) of the Disclosure Schedule, (xA) there are no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote, (yB) there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Common Capital Stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call right, commitment, agreement, arrangement or undertaking and (zC) there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company to repurchase, redeem or otherwise acquire any shares of Common Capital Stock or other voting securities of the Company or any securities of the type described in clauses (xA) or (yB) above. No dividends on any shares of Common Capital Stock have been declared but not yet paid.
(iii) Except for the Subsidiary, the Company does not have any subsidiaries or own or hold, directly or indirectly, any equity or other security interests in any corporation, partnership, limited liability company, joint venture or other entity. The Company is not subject to any liability for any claim that the Company violated any applicable Federal or state securities laws in connection with the issuance of Common Capital Stock or other securities. There are no restrictions on the transfer of shares of Common Capital Stock other than those imposed by relevant state and Federal securities laws. There are no voting trusts, voting agreements, proxies or other agreements or instruments with respect to the voting of the Common Capital Stock to which the Company is a party, or to the best of the knowledge of any of the Company's officers, directors or employees (the "Company's Knowledge"), among or between any persons other than the Company. Except as set forth provided in the Registration Rights Agreement and in Schedule 3(c2.1(c) of the Disclosure Schedule, no person has the right to demand or other rights to cause the Company to file any registration statement under the Securities Act of 1933 Act (the "Securities Act") relating to any securities of the Company presently outstanding or any right to participate in any such registration statement.
(iv) The Company has registered its Common Stock pursuant to Section 12 of the Exchange Act, and the Common Stock is listed and traded on the American Stock Exchange ("AMEX").
Appears in 1 contract
Samples: Securities Purchase Agreement (Industrial Imaging Corp)
Capitalization; Equity Interests. (i) As of the date of this Agreement, the authorized capital stock of the Company consists solely of 20,000,000 shares of Common Stock, of which 8,563,660 shares are issued and outstanding. The outstanding shares of Common Stock have been duly authorized and issued and are fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights. The Shares have been duly authorized and, when issued in accordance with this Agreement, will (i) be duly issued, fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holder. The shares of Common Stock initially issuable upon exercise of the Warrants (the "Exercise Shares") have been duly authorized and reserved for issuance upon exercise and, when issued upon such exercise, will (ii) be duly issued, fully paid and non-assessable and not subject to any purchase option, or right of first refusal or preemptive, subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holder.
(ii) Except for this Agreement, the Warrants and as set forth in Schedule 3(c) of the Disclosure Schedule, (x) there are no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote, (y) there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Common Stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call right, commitment, agreement, arrangement or undertaking and (z) there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or other voting securities of the Company or any securities of the type described in clauses (x) or (y) above. No dividends on any shares of Common Stock have been declared but not yet paid.
(iii) Except for the Subsidiary, the Company does not have any subsidiaries or own or hold, directly or indirectly, any equity or other security interests in any corporation, partnership, limited liability company, joint venture or other entity. The Company is not subject to any liability for any claim that the Company violated any applicable Federal or state securities laws in connection with the issuance of Common Stock or other securities. There are no restrictions on the transfer of shares of Common Stock other than those imposed by relevant state and Federal securities laws. There are no voting trusts, voting agreements, proxies or other agreements or instruments with respect to the voting of the Common Stock to which the Company is a party, or to the best of the knowledge of any of the Company's officers, directors or employees (the "Company's Knowledge"), among or between any persons other than the Company. Except as set forth in Schedule 3(c) of the Disclosure Schedule, no person has the right to demand or other rights to cause the Company to file any registration statement under the 1933 Act relating to any securities of the Company presently outstanding or any right to participate in any such registration statement.
(iv) The Company has registered its Common Stock pursuant to Section 12 of the Exchange Act, and the Common Stock is listed and traded on the American Stock Exchange ("AMEX").
Appears in 1 contract
Capitalization; Equity Interests. (i) As of the date of this Agreement, the authorized capital stock of the Company consists solely of 20,000,000 shares of Common Stock, of which 8,563,660 11,284,514 shares are issued and outstanding. The outstanding shares of Common Stock have been duly authorized and issued and are fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights. The Shares have been duly authorized and, when issued in accordance with this Agreement, will (i) be duly issued, fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holder. The shares of Common Stock initially issuable upon exercise of the Warrants (the "Exercise Shares") have been duly authorized and reserved for issuance upon exercise and, when issued upon such exercise, will (ii) be duly issued, fully paid and non-assessable and not subject to any purchase option, or right of first refusal or preemptive, subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holder.
(ii) Except for this Agreement, the Warrants and as set forth in Schedule 3(c) 3C of the Disclosure Schedule, (x) there are no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote, (y) there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Common Stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call right, commitment, agreement, arrangement or undertaking and (z) there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or other voting securities of the Company or any securities of the type described in clauses (x) or (y) above. No dividends on any shares of Common Stock have been declared but not yet paid.
(iii) Except for the Subsidiary, the Company does not have any subsidiaries or own or hold, directly or indirectly, any equity or other security interests in any corporation, partnership, limited liability company, joint venture or other entity. The Company is not subject to any liability for any claim that the Company violated any applicable Federal or state securities laws in connection with the issuance of Common Stock or other securities. There are no restrictions on the transfer of shares of Common Stock other than those imposed by relevant state and Federal securities laws. There are no voting trusts, voting agreements, proxies or other agreements or instruments with respect to the voting of the Common Stock to which the Company is a party, or to the best of the knowledge of any of the Company's officers, directors or employees (the "Company's Knowledge"), among or between any persons other than the Company. Except as set forth in Schedule 3(c) 3C of the Disclosure Schedule, no person has the right to demand or other rights to cause the Company to file any registration statement under the 1933 Act relating to any securities of the Company presently outstanding or any right to participate in any such registration statement.
(iv) The Company has registered its Common Stock pursuant to Section 12 of the Exchange Act, and the Common Stock is listed and traded on the American Stock Exchange ("AMEX").
Appears in 1 contract
