Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror consists of (i) 400,000 shares of Acquiror Preferred Stock, none of which is issued or outstanding as of the date of this Agreement, (ii) 20,000,000 shares of Acquiror Class A Common Stock, 8,461,392 of which are issued and outstanding as of the date of this Agreement, (iii) 100,000 shares of Acquiror Class B Common Stock, none of which is issued or outstanding as of the date of this Agreement. The foregoing represents all of the issued and outstanding shares of Acquiror Stock as of the date of this Agreement. All issued and outstanding shares of Acquiror Stock (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.
(b) As of the date of this Agreement, 3,225,000 Acquiror Warrants are issued and outstanding. No warrant to purchase Acquiror Common Stock has been issued other than those included in the Acquiror Units issued in the Acquiror IPO. As of the date of this Agreement, 6,450,000 Acquiror Rights are issued and outstanding. No Sponsor holds any Acquiror Right. All outstanding Acquiror Warrants and Acquiror Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of Acquiror, enforceable against Acquiror in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, cal...
Capitalization of Acquiror. The authorized capital stock of Acquiror consists of 100,000,000 shares of Acquiror Stock and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of the Closing Date, there will be 1,125,000 shares of Acquiror Stock outstanding, and no shares of Acquiror's preferred stock will be outstanding or designated. All shares of Acquiror Stock currently outstanding have been duly authorized, validly issued and are fully paid and non-assessable. There are no outstanding options, warrants, calls, stock appreciation rights, phantom stock or similar rights with respect to any securities of the Company, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require Acquiror to issue, sell or otherwise cause to become outstanding any of its authorized but unissued shares of capital stock or any securities convertible into, exchangeable for or carrying a right or option to purchase shares of capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of securities or that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and right occurring in respect of holders of the capital stock of Acquiror. There are no conditions or circumstances that may give rise to or provide a basis for the assertion of a claim by any Person that such Person is entitled to acquire or receive from Acquiror any shares of Acquiror's capital stock. The issuances of all of the outstanding shares of Acquiror Stock have been in compliance with U.S. federal and state securities laws, all other Laws and Acquiror’s Organizational Documents. There are no bonds, debentures, notes or other indebtedness of Acquiror having the right to vote (or convertible into, or exchangeable for or carrying a right or option to purchase, securities having the right to vote or consent) in respect of any matters as to which holders of Acquiror Stock may vote.
Capitalization of Acquiror. The authorized capital stock of Acquiror consists of : 200,000,000 shares of common stock, par value $0.001 per share, of which 7,417,564 shares are issued and outstanding as at the date of execution of this Agreement and at the date of Closing hereof; 1,000,000 Class A preferred shares, par value $0.001 per share, of which 129,699 shares are issued and outstanding as at the date of execution of this Agreement and as at the date of Closing hereof; 1,000,000 Class B preferred shares, par value $0.001 per share, of which there are no shares issued and outstanding as at the date of execution of this Agreement, and 1,000,000 Class C preferred shares, par value $0.001 per share, of which there are no shares issued and outstanding as at the date of execution of this Agreement. All shares of Acquiror common stock currently issued and outstanding have been duly authorized, validly issued and are fully paid and non-assessable. There are no preemptive rights, or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, calls, agreements or commitments of any character obligating Acquiror to issue any shares of its capital stock or any security representing the right to acquire, purchase or otherwise receive any such stock. Shares of Acquiror’s common stock to be transferred pursuant to this Agreement, when so transferred, will be duly authorized for transfer, validly issued, fully paid and non-assessable.
Capitalization of Acquiror. Except as provided in Sections 8.5 and 8.11, the authorized capital stock of the Acquiror as of the date hereof, consists of 25,000,000 shares of common stock, $.01 par value per share, of which 1,000,000 shares are issued and outstanding on the date hereof, and 5,000,000 shares of Preferred Stock, $.001 par value of which none are issued and outstanding on the date hereof. The names and addresses of the record owners ("Historic Acquiror Stockholders") of the 1,000,000 shares of common stock presently outstanding ("Historic Acquiror Shares"), the number of shares each owns, are set forth in Schedule 7.5 attached hereto and made a part hereof. The shares of common stock presently outstanding are duly authorized, have been validly issued and fully paid and are non-assessable. Except as provided in Sections 8.5 and 8.11, there are no outstanding warrants, options or rights to acquire common stock of the Acquiror.
Capitalization of Acquiror. The authorized capital stock of Acquiror consists of (a) 300,000,000 shares of Acquiror Common Stock, of which 112,031,268 shares were issued and outstanding as of July 23, 2021 and (b) 1,000,000 shares of preferred stock, $1 par value per share, of which no shares were issued and outstanding as of the date hereof. All of the issued and outstanding shares of Acquiror Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and have not been issued in violation of applicable securities law or any preemptive or similar rights.
Capitalization of Acquiror. The only authorized shares of capital stock of the Acquiror as of August 31, 2020, are 150,000,000 shares of Acquiror Common Stock, of which (a) 51,056,638 shares are issued and outstanding, (b) 3,475,909 shares are reserved for issuance under the Acquiror’s 2017 Equity Incentive Plan, (c) 6,648,446 shares are reserved for issuance upon exercise of outstanding warrants, and (d) 115,047 shares are reserved for issuance from securities that are convertible into Acquiror Common Stock.
Capitalization of Acquiror. The number of authorized, issued and outstanding shares of capital stock (both common and preferred) of Acquiror and all outstanding subscriptions, options, warrants, calls, convertible debt and other securities and any other rights or agreements to acquire any capital stock or options, warrants, convertible debt or other securities of Acquiror as of the date hereof are set forth in the Acquiror Disclosure Letter and the rights and benefits with respect thereto are set forth in Acquiror's certificate or articles of incorporation, as amended, and no other documents except those set forth in the Acquiror Disclosure Letter. All of such issued and outstanding shares of capital stock of Acquiror are validly issued, and, except as set out in the Acquiror Disclosure Letter, are fully paid, nonassessable and free of preemptive rights. The shares of Acquiror Common Stock to be issued in connection with the Merger will be validly issued, fully paid, nonassessable and free of preemptive rights.
Capitalization of Acquiror. The authorized capital stock of Acquiror consists of 150,000,000 shares of Acquiror Common Stock and 5,000,000 shares of Preferred Stock, par value $0.0001 per share. The shares of Acquiror Common Stock to be issued in connection with the Merger will, upon such issuance, be duly authorized, validly issued, fully paid, and non-assessable.
Capitalization of Acquiror. The authorized capital stock of Acquiror consists of 100,000,000 shares of common stock, par value $0.0001 per share, of which, after giving effect to the transactions described in Section 1.5(d), 700,000 shares will be issued and outstanding, and 10,000,000 shares of preferred stock, par value $0.0001 per share, none of which are outstanding and none of which have been designated. All shares of Acquiror Stock currently outstanding have been duly authorized, validly issued and are fully paid and non-assessable. There are no preemptive rights, or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, calls, agreements or commitments of any character obligating Acquiror to issue any shares of its capital stock or any security representing the right to acquire, purchase or otherwise receive any such stock. The Exchange Shares, when issued pursuant to this Agreement, will be duly authorized, validly issued, fully paid and non-assessable.
Capitalization of Acquiror. The only authorized shares of capital stock of the Acquiror as of March 29, 2019 are 75,000,000 shares of Acquiror Common Stock, of which (a) 30,491,640 shares are issued and outstanding, (b) 4,378,750 shares are reserved for issuance under the Acquiror’s 2017 Equity Incentive Plan, (c) 6,775,343 shares are reserved for issuance upon exercise of outstanding warrants, and (iv) 1,109,415 shares are reserved for issuance from securities that are convertible into Acquiror Common Stock. In addition, the Acquiror has outstanding convertible promissory notes in an aggregate principal amount of $3,050,000 (inclusive of the Convertible Demand Note referenced in Recital F.
