Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. As of the date hereof, the authorized capital stock of Parent consists of 190,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock. As of the date hereof and immediately prior to the Effective Time, there are 113,000,000 shares of Parent Common Stock, par value $0.001, issued and outstanding and no shares of preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Merger, Parent has no outstanding Convertible Securities to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp., and there are no outstanding Convertible Securities of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mojo Ventures, Inc)

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Capitalization of Parent. As of the date hereof, the authorized capital stock of Parent consists of 190,000,000 90,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stockParent Preferred Stock. As of the date hereof and immediately prior to the Effective Time, there are 113,000,000 9,960,000 shares of Parent Common Stock, par value $0.001, issued and outstanding and no shares of preferred stock Parent Preferred Stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Merger, Parent has no outstanding Convertible Securities options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp., and there are no outstanding Convertible Securities securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any personPerson. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Capital City Energy Group, Inc.)

Capitalization of Parent. As of the date hereof, the The authorized capital stock of Parent consists of 190,000,000 50,000,000 shares of Parent Common Stock and 10,000,000 20,000,000 shares of preferred stock. As of the date hereof and immediately prior to the Effective Time, there There are 113,000,000 7,581,736 shares of Parent Common Stock, par value $0.001, issued and outstanding and no shares of preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Merger, Parent has no outstanding Convertible Securities or other rights obligating it to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp., and there are no outstanding Convertible Securities of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Condiments, Inc.)

Capitalization of Parent. As of the date hereof, the authorized capital stock of Parent consists of 190,000,000 1,800,000,000 shares of Parent Common Stock and 10,000,000 40,000,000 shares of preferred stock. As of the date hereof and immediately prior to the Effective Time, there are 113,000,000 1,000,051,672 shares of Parent Common Stock, par value $0.0010.0001, issued and outstanding and no 0 shares of preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Merger, Parent has no outstanding Convertible Securities to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp., and there are no outstanding Convertible Securities of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smart Kids Group Inc.)

Capitalization of Parent. As of the date hereof, the authorized capital stock of Parent consists of 190,000,000 90,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stockParent Preferred Stock. As of the date hereof and immediately prior to the Effective Time, there are 113,000,000 53,400,000 shares of Parent Common Stock, par value $0.001, issued and outstanding and no 0 shares of preferred stock Parent Preferred Stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Merger, Parent has no outstanding Convertible Securities options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp., and there are no outstanding Convertible Securities securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bright Screens, Inc.)

Capitalization of Parent. As of the date hereof, the authorized capital stock of Parent consists of 190,000,000 90,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stockParent Preferred Stock. As of the date hereof and immediately prior to the Effective Time, there are 113,000,000 9,635,000 shares of Parent Common Stock, par value $0.001, issued and outstanding and no shares of preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Merger, Parent has no outstanding Convertible Securities options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp.Merger Sub, and there are no outstanding Convertible Securities securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. Merger Sub There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. Merger Sub. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Boarding Co)

Capitalization of Parent. As of the date hereof, the authorized capital stock of Parent consists of 190,000,000 50,000,000 shares of Parent Common Stock and 10,000,000 no shares of preferred stockParent Preferred Stock. As of the date hereof and immediately prior to the Effective Time, there are 113,000,000 3,707,500 shares of Parent Common Stock, par value $0.001, issued and outstanding and no shares of preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Merger, Parent has no outstanding Convertible Securities options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp.Merger Sub, and there are no outstanding Convertible Securities securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. Merger Sub There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. Merger Sub. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ember Therapeutics, Inc. - Ny)

Capitalization of Parent. As of the date hereof, the authorized capital stock of Parent consists of 190,000,000 75,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stockStock. As of the date hereof and immediately prior to the Effective Time, there are 113,000,000 34,113,781 shares of Parent Common Stock, par value $0.001, issued and outstanding and no shares of preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Merger, Parent has no outstanding Convertible Securities options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp., and there are no outstanding Convertible Securities securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (iWallet Corp)

Capitalization of Parent. As of the date hereof, the authorized capital stock of Parent consists of 190,000,000 90,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stockParent Preferred Stock. As of the date hereof and immediately prior to the Effective Time, there are 113,000,000 9,000,000 shares of Parent Common Stock, par value $0.001, issued and outstanding and no 0 shares of preferred stock Parent Preferred Stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Merger, Parent has no outstanding Convertible Securities options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp., and there are no outstanding Convertible Securities securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nanoasia Ltd.)

Capitalization of Parent. As of the date hereof, the authorized capital stock of Parent consists of 190,000,000 900,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stockStock. As of the date hereof and immediately prior to the Effective Time, there are 113,000,000 523,000,000 shares of Parent Common Stock, par value $0.001, issued and outstanding and no shares of preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Merger, Parent has no outstanding Convertible Securities options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp., and there are no outstanding Convertible Securities securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pinacle Enterprise, Inc.)

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Capitalization of Parent. As of the date hereof, the authorized capital stock of Parent consists of 190,000,000 1,800,000,000 shares of Parent Common Stock and 10,000,000 40,000,000 shares of preferred stock. As of the date hereof and immediately prior to the Effective Time, there are 113,000,000 1,040,201,672 shares of Parent Common Stock, par value $0.0010.0001, issued and outstanding and no 0 shares of preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Merger, Parent has no outstanding Convertible Securities to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp., and there are no outstanding Convertible Securities of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smart Kids Group Inc.)

Capitalization of Parent. As of the date hereof, the authorized capital stock of Parent consists of 190,000,000 100,000,000 shares of Parent Common Stock and 10,000,000 25,000,000 shares of preferred stockParent Preferred Stock. As of the date hereof and immediately prior to the Effective Time, there are 113,000,000 72,902,960 shares of Parent Common Stock, par value $0.0010.00001, issued and outstanding and no 1,155,000 shares of preferred stock Parent Preferred Stock, par value $0.00001, issued and outstanding. Other than Except as provided in Article III of this Agreement in connection with securities disclosed to be issued or to become issuable in connection with or as a result of the MergerCompany, Parent has no outstanding Convertible Securities options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp., and there are no outstanding Convertible Securities securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-non- assessable, and none of such shares have been issued in violation of the preemptive rights of any personPerson. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Capitalization of Parent. As of the date hereof, the authorized capital stock of Parent consists of 190,000,000 75,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stockStock. As of the date hereof and immediately prior to the Effective Time, there are 113,000,000 6,809,450 shares of Parent Common Stock, par value $0.001, issued and outstanding and no shares of preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Merger, Parent has no outstanding Convertible Securities options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp., and there are no outstanding Convertible Securities securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pacific Syndicated Resources, Inc.)

Capitalization of Parent. As of the date hereof, the authorized capital stock of Parent consists of 190,000,000 50,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stockStock. As of the date hereof and immediately prior to the Effective Time, there are 113,000,000 9,000,000 shares of Parent Common Stock, par value $0.001, issued and outstanding and no shares of preferred stock issued and outstanding. Other than as provided in Article III and Section 7.9 of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Merger, Parent has no outstanding Convertible Securities options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp., and there are no outstanding Convertible Securities securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amerasia Khan Enterprises Ltd.)

Capitalization of Parent. As of the date hereof, the authorized capital stock of Parent consists of 190,000,000 90,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stockParent Preferred Stock. As of the date hereof and immediately prior to the Effective Time, there are 113,000,000 19,605,039 shares of Parent Common Stock, par value $0.001, issued and outstanding and no shares of preferred stock Parent Preferred Stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Merger, Parent has no outstanding Convertible Securities options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp., and there are no outstanding Convertible Securities securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innovative Consumer Products, Inc.)

Capitalization of Parent. As of the date hereof, the authorized capital stock of Parent consists of 190,000,000 90,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock. As of the date hereof and immediately prior to the Effective Time, there are 113,000,000 7,750,000 shares of Parent Common Stock, par value $0.001, issued and outstanding and no shares of preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Merger, Parent has no outstanding Convertible Securities options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp., and there are no outstanding Convertible Securities securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ePhoto Image, Inc.)

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