Capitalization of Buyer. (i) As of the date of this Agreement, the authorized capital stock of Buyer consisted of 100,000,000 Buyer Shares, of which 54,697,199 Buyer Shares were issued and outstanding and 52 Buyer Shares were held in treasury by Buyer, and 1,000,000 preferred shares, no par value per share, of which no shares were outstanding. The outstanding Buyer Shares have been duly authorized and are validly issued, fully paid and non-assessable under the WVBCA, and were not issued in violation of the preemptive rights of any person. As of the date of this Agreement, except for the Buyer Shares issuable pursuant to this Agreement and as disclosed in Section 4.01(c) of the Buyer Disclosure Schedule, Buyer has no other commitment or obligation to issue, deliver or sell, or cause to be issued, delivered or sold, any Buyer Shares. There are no bonds, debentures, notes or other indebtedness of Buyer, and no securities or other instruments or obligations of Buyer the value of which is in any way based upon or derived from any capital or voting stock of Buyer, having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Buyer may vote. Except as set forth above, as of the date of this Agreement, there are no material contracts, agreements, commitments or arrangements of any kind to which Buyer is a party or by which Buyer is bound (collectively, “Buyer Contracts”) obligating Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, Buyer. As of the date of this Agreement, there are no outstanding material contractual obligations of Buyer to repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, Buyer.
Capitalization of Buyer. (a) The authorized capital stock of Buyer consists of 100,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock. As of June 30, 2020, (A) 19,635,830 shares of Common Stock were issued and outstanding and (B) no shares of Preferred Stock were issued and outstanding. All outstanding shares of Common Stock are validly issued, fully paid, nonassessable and free of any preemptive rights.
Capitalization of Buyer. The authorized capital stock of Buyer consists of 100,000,000 shares of common stock, no par value per share, 40,000,000 shares of which are issued and outstanding, and 30,000,000 shares of preferred stock, no par value, 2,000,000 shares of which are issued or outstanding. All of the outstanding shares of the capital stock of Seller are validly issued, fully paid and nonassessable, and have been issued in full compliance with all applicable federal, state, local and foreign securities laws and other laws. Buyer either has sufficient authorized capital stock to meet its obligations under this Agreement or has the ability to authorize the issuance of additional capital stock.
Capitalization of Buyer. Buyer has 1,114,000 shares of common stock and 0 shares of preferred stock issued and outstanding and has no outstanding options, warrants or other securities exercisable or convertible into shares of Buyer's common or preferred stock.
Capitalization of Buyer. Subject to Schedule 5.4, the ----------------------- ------------ authorized capital stock of Buyer, the number of shares outstanding and the number of shares held in Buyer's treasury are set forth on Schedule 5.4 hereto. ------------ All outstanding shares of capital stock of Buyer have been validly issued and are fully paid and nonassessable, and no shares of capital stock of Buyer are subject to, nor have any been issued in violation of, preemptive or similar rights. Except as set forth on Schedule 5.4 hereto, there are (and as of the ------------ Closing Date there will be) outstanding (i) no shares of capital stock or other voting securities of Buyer, (ii) no securities of Buyer convertible into or exchangeable for shares of capital stock or other voting securities of Buyer, (iii) no options or other rights to acquire from Buyer, and no obligation of Buyer to issue or sell, any shares of capital stock or other voting securities of Buyer or any securities of Buyer convertible into or exchangeable for such capital stock or voting securities, and (iv) no equity equivalents, interests in the ownership or earnings or other similar rights of or with respect to Buyer. There are (and as of the Closing Date there will be) no outstanding obligations of Buyer or any Subsidiary to repurchase, redeem, or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests, or rights. Except as set forth on Schedule 5.4, Buyer is not a party to, and is not aware of, any voting ------------- agreement, voting trust, or similar agreement or arrangement relating to any class or series of its capital stock.
Capitalization of Buyer. (a) The authorized Equity Interest of Buyer consists of 100,000,000 shares of common stock, $.01 par value per share and 10,000,000 shares of preferred stock, $.01 par value per share, of which 24,419,525 shares of common stock and no shares of Preferred Stock are issued and outstanding.
Capitalization of Buyer. 22 ----------------------- 3.04. Authorization............................................... 22 ------------- 3.05. Buyer Financial Statements.................................. 23 -------------------------- 3.06.
Capitalization of Buyer. The authorized capital stock of Buyer consists of 100,000,000 shares of common stock, par value $0.001 per share, approximately 19,400,000 shares of which are issued and outstanding, and 1,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued or outstanding. All of the outstanding shares of the capital stock of Buyer are validly issued, fully paid and nonassessable, and have been issued in full compliance with all applicable federal, state, local and foreign securities laws and other laws. Buyer either has sufficient authorized capital stock to meet its obligations under this Agreement or has the ability to authorize the issuance of additional capital stock.
Capitalization of Buyer. (a) In connection with the consummation of the transactions under this Agreement, the Buyer shall receive equity investments of at least $25,000,000. The Buyer (or its designee pursuant to Section 11.3, as the case may be) will use a portion of the proceeds of such investments to pay the Cash Purchase Price.
Capitalization of Buyer. (a) The authorized, issued and outstanding capital stock of Buyer is as set forth in paragraph 3.2 of the Buyer Disclosure Letter. All of the issued and outstanding shares of capital stock of Buyer have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights (whether created by statute or otherwise). Except as disclosed in paragraph 3.2 of the Buyer Disclosure Letter, there are no options, warrants or other rights, commitments or agreements of any character which call for the issuance of shares of capital stock of Buyer or any securities, instruments or rights convertible into or exchangeable for shares of capital stock or other securities of Buyer. Neither Buyer nor any affiliate thereof has any obligation, contingent or otherwise, to register any securities of Buyer under the federal securities laws.
