Capitalization; Issuance of Shares. (i) Investview has an authorized capitalization as set forth in the SEC Reports. The outstanding shares of capital stock of Investview have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of Investview were issued in violation of the preemptive or other similar rights of any securityholder of Investview which have not been waived. The Conversion Shares are duly authorized and reserved for issuance and, upon exchange of the Interests upon their redemption in accordance with their terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of Investview and will not impose personal liability upon the holder thereof.
Capitalization; Issuance of Shares. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 65,000,000 shares of Common Stock, of which 4,171,072 shares are issued and outstanding, and 2,000,000 shares of preferred stock, of which 1,000,000 shares have been designated Series B Preferred Stock, 18,003 shares of which shares are issued and outstanding, 300,000 shares of which have been designated Series C Preferred Stock all of which are issued or outstanding and 420,000 shares of which have been designated Series C-1 Preferred Stock, none of which are issued and outstanding but up to all of which is issuable upon conversion of that certain Convertible Promissory Note dated May 25, 1999 issued to Actel Corporation. All of the issued and outstanding shares of Preferred Stock and Common Stock have been duly and validly issued and are fully paid and non-assessable. Except as set forth in Section 3.4 of the Disclosure Schedule (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Company is authorized or outstanding, (ii) the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company, and (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof.
Capitalization; Issuance of Shares. (a) The authorized capital stock of the Parent consists of 80,000,000 shares, divided into 75,000,000 shares of Parent Common Stock and 5,000,000 shares of Preferred Stock, par value $0.001 per share (“Parent Preferred Stock” and together with the Parent Common Stock the “Parent Capital Stock”). As of the date hereof: (i) 9,939,144 shares of Parent Common Stock and no shares of Parent Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and are not subject to preemptive rights; (ii) 29,064 shares of Parent Capital Stock were held in the treasury of the Parent or by the Parent Subsidiaries, (iii) 851,199 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding options to purchase shares of Parent Common Stock granted under the Parent’s Employee Option Plan, as amended (the “Parent Employee Option Plan”), and an additional 348,191 shares of Parent Common Stock were reserved for issuance under the Parent Employee Option Plan, (iv) 215,258 shares of Parent Common Stock were reserved for issuance upon the exercise of outstanding options to purchase shares of Parent Common Stock granted under the Parents Director Option Plan (the “Parent Director Option Plan”), and an additional 359,825 shares of Parent Common Stock were reserved for issuance under the Parent Director Option Plan. All issued and outstanding shares of Parent Common Stock were duly authorized and are validly issued, fully paid and non-assessable. Except for stock options issued or authorized under the Parent Employee Option Plan or the Parent Director Option Plan there are no outstanding or authorized parent stock options or other commitments or claims of any character, contingent or otherwise, pursuant to which the Parent or any of its Subsidiaries is or may become obligated to issue shares of its capital stock or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of the capital stock of the Parent or any of its Subsidiaries. There are no outstanding contractual obligations of the Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Parent Capital Stock or any shares of capital stock of any Subsidiary of Parent. Neither the Parent nor any of its Subsidiaries has authorized or outstanding bonds, debentures, notes or other indebtedness that entitle the holders to vote (or are convertible or exercisable for or exchangeable into secur...
Capitalization; Issuance of Shares. (a) Immediately prior to giving effect to the CREC Stock Purchase and the Shareholder Party Contribution, the authorized capital stock of the Holding Company will consist of 100,000 shares of Holding Company Common Stock, of which 10 shares will be issued and outstanding and owned by Janax Xxxtnership and no shares will be held in the treasury of the Holding Company. The CREC Holding Company Shares will, upon the issuance thereof in accordance with the terms of this Agreement, be validly issued, fully paid and nonassessable, and none of such shares will have been issued in violation of, or subject to, any preemptive rights or rights of subscription. Except as expressly provided in this Agreement, there are no outstanding options, warrants, calls, rights, convertible securities or other agreements or commitments of any character pursuant to which the Holding Company is or may be obligated to issue or sell any issued or unissued shares of its capital stock or other equity securities or to purchase or redeem any shares of its capital stock or other equity securities or make any other payments in respect thereof, and there are no shares of its capital stock or other equity securities reserved for issuance for any purpose. -33- 40 (b) Immediately prior to the Effective Time, the authorized capital stock of the Merger Subsidiary will consist of 1,000 shares of Merger Subsidiary Common Stock, all of which will be issued and outstanding and owned by the Holding Company. There are no outstanding options, warrants, calls, rights, convertible securities or other agreements or commitments of any character pursuant to which the Merger Subsidiary is or may be obligated to issue or sell any issued or unissued shares of its capital stock or other equity securities or to purchase or redeem any shares of its capital stock or other equity securities or make any other payments in respect thereof, and there are no shares of its capital stock or other equity securities reserved for issuance for any purpose
Capitalization; Issuance of Shares. (a) Parent has not conducted and does not conduct any activities other than those incident to its ownership of all of the issued and outstanding shares of Common Stock of the Company. Schedule 2.3(a) lists all of the record holders of interests (or rights to acquire interests) in Parent and the number of interests held. Parent owns no equity securities in any Person other than the Company.
Capitalization; Issuance of Shares. (a) The Company has an authorized capitalization as set forth in the SEC Reports. The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company were issued in violation of the preemptive or other similar rights of any securityholder of the Company which have not been waived. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of each Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
Capitalization; Issuance of Shares. Immediately prior to Closing, the authorized capital stock of the Company will consist of 75,000,001 shares, divided into (i) 50,000,000 shares of Common Stock, $0.001 par value, of which 5,372,372 are issued and outstanding (on a non-diluted basis); (ii) 25,000,000 shares of Preferred Stock, $0.001 par value, of which (a) 1,473,405 shares have been designated Class A Convertible Preferred Stock, all of which are issued and outstanding, and (b) 1,722,222 shares have been designated Class B Convertible Preferred Stock, all of which are issued and outstanding; and (iii) one share of Special Voting Stock, which is issued and outstanding. There also will be outstanding immediately prior to Closing warrants to purchase 1,878,367 shares of Common Stock, special warrants to acquire 1,000,000 shares of Common Stock (exercisable for no additional consideration), options to purchase 1,557,500 shares of Common Stock and 5,773,785 exchangeable shares in the capital of the Company's subsidiary SoftQuad Acquisition Corp., each of which is exchangeable for one share of Common Stock. No shares of the Company's capital stock are subject to preemptive rights or any other similar rights. Upon the issuance by the Company to the Subscriber of the shares of Common Stock and the payment therefore by the Subscriber to the Company, on the terms and subject to the conditions set forth herein, the shares of Common Stock will have been duly authorized and validly issued and will be fully paid, and non-assessable. The shares of Common Stock issuable upon the exercise of the Warrant upon issuance (and upon receipt by the Company of the exercise price thereof) will be validly issued, fully paid and non-assessable.
Capitalization; Issuance of Shares. (a) The authorized capital stock of the Purchaser consists of 950,000,000 shares of common stock, $.001 par value (“Purchaser Common Stock”), of which 24,749,305 shares are outstanding as of the date hereof. All of the issued and outstanding shares of Common Stock were duly authorized for issuance and are validly issued, fully paid and non-assessable.
Capitalization; Issuance of Shares. As of the date hereof, the entire authorized capital stock of Buyer consists of: (a) 50,000,000 shares of Buyer Common Stock of which, 13,007,977 shares are issued and outstanding and (b) 1,000,000 shares of preferred stock, par value $.01 per share, of which no shares are issued and outstanding. All the outstanding shares of Buyer Common Stock are, and all shares of Buyer Common Stock which are to be issued pursuant to the terms of this Agreement shall be, when issued in accordance with the terms of this Agreement, duly authorized, validly issued, fully paid and nonassessable and free of any preemptive rights in respect thereto.
Capitalization; Issuance of Shares. (a) The Company has an authorized capitalization as set forth in the SEC Reports. The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company were issued in violation of the preemptive or other similar rights of any securityholder of the Company which have not been waived. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of each Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof. As of the Fourth Closing Date, all of the Assigned NewCo Equity will be duly authorized, validly issued, fully paid and non-assessable, and, immediately prior to the Fourth Closing Date, will be owned of record and beneficially by the Company, free and clear of all encumbrances. Upon the consummation of the transactions contemplated by this Agreement, the Purchaser will own all of the Assigned NewCo Equity, free and clear of all encumbrances.
