Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 750,000,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”). As of the date of this Agreement, there are 46,500,000 shares of Pubco Common Stock issued and outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. Except as contemplated by this Agreement, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, other than a share exchange agreement to be entered into among Pubco and or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.
Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 75,000,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”). As of the date of this Agreement, there are 71,266,667 shares of Pubco Common Stock issued and outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. Except as contemplated by this Agreement, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.
Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 1,081,100,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”) and 100,000,000 shares of preferred stock (the “Pubco Preferred Stock”) with a par value of $0.001. As of the date of this Agreement, there are 94,866,525 shares of Pubco Common Stock issued and outstanding, (which shares include the 64,866,000 outstanding common shares slated for cancellation concurrently with the Closing hereof and exclude the shares hereby issuable to the Selling Shareholders and those issuable pursuant to the private placement agreement referenced in below subsection 6.13), and no outstanding shares of Pubco Preferred Stock. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock or Pubco Preferred Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock or Pubco Preferred Stock as of the date of this Agreement, notwithstanding the private placement agreement referenced in below subsection 6.13. There are no agreements purporting to restrict the transfer of the Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.
Capitalization of Pubco. The authorized capital stock and other equity securities of Pubco consists of 225,000,000 shares of capital stock comprised of common shares with a par value of $0.001, (the “Pubco Common Stock”) and no preferred shares. As of the date of this Agreement, there were 169,171 common shares issued and outstanding.
Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 400,000,000 shares of common stock with a par value of $0.00001 (the “Pubco Common Stock”) and 100,000,000 shares of preferred stock with a par value of $0.0001 (the “Pubco Preferred Stock”). As of the date of this Agreement, there are 31,800,000 shares of Pubco Common Stock issued and outstanding and no share of Pubco Preferred Stock outstading. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. As of the date of this Agreement and except as contemplated by this Agreement and by the Letter of Intent between Priveco and Pubco dated February 14, 2014 there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock. There are no agreements purporting to restrict the transfer of the Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.
Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 shares of common stock with a par value of $0.0001 (the “Pubco Common Stock”) and 10,000,000 shares of preferred stock with a par value of $0.0001 (the “Pubco Preferred Stock”). As of the date of this Agreement, there are 161,124,318 shares of Pubco Common Stock issued and outstanding and no share of Pubco Preferred Stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. As of the date of this Agreement and except as contemplated by this Agreement there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock. There are no agreements purporting to restrict the transfer of the Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.
Capitalization of Pubco. Pubco will have no more than 95,108,887 shares of Pubco Common Stock and one (1) share of Pubco Preferred Stock issued and outstanding on the Closing Date. Other than the Pubco Warrants, Pubco Options and exchangeable preferred shares of 6789722 Canada Inc. referred to in Section 4.3 hereof, there will be no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco stock.
Capitalization of Pubco. A. The authorized capital stock of PubCo consists of: (i) 1,000,000,000_ shares of common stock, par value $0.0001, of which no more than 44,500,000 shares of Common Stock shall be issued and outstanding immediately prior to the Share Exchange; and (ii) 20,000,000 shares of preferred stock, par value $0.001, of which none shall be issued and outstanding immediately prior to the Share Exchange.
B. All of the issued and outstanding shares of Common Stock of PubCo immediately prior to this Share Exchange are duly authorized, validly issued, fully paid and non-assessable, will have been issued in compliance with all applicable U.S. federal and state securities laws and state corporate laws, and any laws and regulations outside of the U.S. and will have been issued free of preemptive rights of any security holder. The issuance of all of the PubCo Shares described in Section 2.2 have been, or will be, as applicable, in compliance with U.S. federal and state securities laws, foreign securities laws and rules and state corporate laws and no shareholder of PubCo has any right to rescind or bring any other claim against PubCo for failure to comply with the Securities Act, o state securities laws, or foreign securities laws or rules.
Capitalization of Pubco. The entire authorized capital stock of Pubco consists of 300,000,000 shares of Pubco Common Stock. As of the date of this Agreement, there are 12,264,146 issued and outstanding shares of Pubco Common Stock, 78,030,877 issued and outstanding preferred shares of Subco, each of which is exchangeable into one share of Pubco Common Stock subject to certain conditions as set forth in the Pubco SEC Documents, and 21,969,123 issued and outstanding shares of Tropic Spa Inc., an Ontario corporation, each of which is exchangeable into one preferred share of Subco at any time by the holder thereof. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued as fully paid and non-assessable, were not issued in violation of any pre-emptive rights are not subject to pre-emptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. Except as described above, there are no outstanding options, warrants, subscriptions, conversion rights or other rights, agreements or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock. There are no agreements purporting to restrict the transfer of Pubco Common Stock and no voting agreements, shareholders’ agreement, voting trusts or other arrangements restricting or affecting the voting of Pubco Common Stock.
Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 50,000,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”) and 10,000,000 shares of preferred stock with a par value of $0.001 (the “Preferred Stock”). As of the date of this Agreement, there are 9,245,000 shares of Pubco Common Stock and no shares of Preferred Stock issued and outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are CW1014752.10 not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. Except as contemplated by this Agreement, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.
