Capitalization of the Buyer. On the date of this Agreement, the Buyer's authorized capital stock consists of 25,000,000 shares of Common Stock, $.01 par value ("Common Stock"), and 2,000,000 shares of Preferred Stock, $.01 par value per share. All of the outstanding shares of capital stock of the Buyer have been and on the Closing Date will be duly and validly issued and are, or will be, fully paid and nonassessable.
Capitalization of the Buyer. On the date hereof, the Buyer’s authorized capital stock consists of 900,000,000 shares of Common Stock, US $0.00001 par value, of which 2,917,799 shares are issued and outstanding, with 20,000,000 Preferred A stock authorized with 3,489,510 shares issued and outstanding (which will be retired), and 10,000,000 Preferred B stock authorized with 500 shares issued and outstanding. All of the outstanding shares of capital stock of the Buyer have been and on the Closing Date will be duly and validly issued and are fully paid and non-assessable.
Capitalization of the Buyer. The capitalization of the Buyer, as of the date hereof, consists of 100,000,000 shares of $.001 par value Common Stock, 14,188,253 of which are issued and outstanding and 5,000,000 shares of Preferred Stock, none of which are issued and outstanding. All issued and outstanding shares are legally issued, fully paid, and non-assessable, and are not issued in violation of the preemptive or other right of any person.
Capitalization of the Buyer. As of the date of this Agreement, the --------------------------- authorized capital stock of the Buyer consists of 100,000,000 shares of common stock; of which 13,752,285 shares of common stock are issued and outstanding. All issued and outstanding shares of common stock of the Buyer are validly issued, fully paid, and nonassessable; there are no preemptive rights applicable to any securities of the Buyer, and all outstanding securities of the Buyer have been offered, sold, and delivered by the Buyer in compliance with all applicable federal and state laws.
Capitalization of the Buyer. As of the Closing Effective Date, the entire authorized capital stock of the Buyer is as set forth in the Buyer SEC Documents. All of the outstanding shares of capital stock of the Buyer have been duly authorized, validly issued, and are fully paid and non- assessable. Subject to the truth and accuracy of the representations and warranties of Sellers set forth in Section 4. The Buyer has not violated and in entering into and effecting the Contemplated Transactions will not violate, the 1933 Act, the Exchange Act, any state “blue sky” or securities laws, any other similar Legal Requirement or any preemptive or other similar rights of any Person in connection with the issuance of the FORM Securities. Except as disclosed in the Buyer SEC Documents or as otherwise contemplated by this Agreement: (a) there are no preemptive rights or other similar rights in respect of any equity interests in the Buyer, (b) there is no contractual obligation, or provision in the organizational documents of the Buyer which obligates the Buyer to purchase, redeem or otherwise acquire, or make any payment (including any dividend or distribution) in respect of any equity interests in the Buyer, and (c) there are no existing rights with respect to registration under the 1933 Act of any equity interests in the Buyer. Except as set forth in the Buyer SEC Documents or as otherwise contemplated by this Agreement, as of the date of this Agreement, there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any equity interests in the Buyer or obligating the Buyer to issue or sell any interest in the Buyer.
Capitalization of the Buyer. All shares of NMI Common Stock to be issued to the Seller pursuant to this Agreement and the 144A Offering are (and the shares of NMI Common Stock underlying the NMI Warrants, when issued in accordance with the terms of the NMI Warrants, will be) duly authorized, validly issued, fully paid and non-assessable. At the Closing, the Seller will acquire good and valid title to the shares of NMI Common Stock to be issued to it pursuant to this Agreement and the 144A Offering, free and clear of any Encumbrances, other than the restrictions customarily imposed by federal, state or foreign securities laws or regulations on shares and equity interests of that type. The Seller will acquire good and valid title to the shares of NMI Common Stock underlying the NMI Warrants, when issued in accordance with the terms of the NMI Warrants, free and clear of any Encumbrances, other than the restrictions customarily imposed by federal, state or foreign securities laws or regulations on shares and equity interests of that type.
Capitalization of the Buyer. As of the date of this Agreement, the authorized capital stock of the Buyer consists of 100,000,000 shares of common stock, of which approximately 5,092,510 shares are validly issued and outstanding, fully paid and nonassessable, and 2,500,000 shares of preferred stock, no par value, none of which is outstanding. Except pursuant to the Buyer's employee stock option and restricted stock purchase plans, as of the date of this Agreement, the Buyer has no commitments to issue or sell any shares of its capital stock or any securities or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Buyer, any shares of its capital stock and no securities or obligations evidencing such rights are outstanding. Schedule 3.2(f) sets forth, as of the date of this Agreement, the total number of options not yet granted under any stock option plan of the Buyer, the total number of shares of Common Stock subject to unexercised options outstanding under all such plans and the weighted average exercise price of such outstanding options.
Capitalization of the Buyer. The authorized shares of beneficial interest of the Buyer consist of 100,000,000 shares of beneficial interest. As of December 31, 1997, the Buyer had issued and outstanding 222,750 Series C cumulative redeemable preferred shares of beneficial interest; 11,155 Series A-1 increasing rate cumulative convertible preferred shares of beneficial interest; 1,183,331 Series B cumulative convertible preferred shares of beneficial interest; 1,800,000 Series D cumulative convertible preferred shares of beneficial interest; and 10,415,427 common shares of beneficial interest. All of the issued and outstanding shares of beneficial interest of the Buyer have been duly authorized and are validly issued, fully paid and nonassessable. Except as set forth on Schedule 3.2 hereto, as of the date hereof, there are no outstanding options or warrants to purchase shares of beneficial interest of the Seller.
Capitalization of the Buyer. Effective on the Initial Closing Date, BSX does hereby contribute to the Buyer's capital, in exchange for all of the Buyer's Equity Interests all of BSX's Receivables existing as of the Initial Cutoff Date and all Related Security and proceeds with respect thereto (such Receivables, the "Initial Contributed Receivables").
Capitalization of the Buyer. On the date hereof, the Buyer's authorized capital stock consists of 5,000,000 shares of common stock, $.01 par value, of which 2,230,500 shares are issued and outstanding. All of the outstanding shares of capital stock of the Buyer have been and on the Closing Date will be duly and validly issued and are, or will be, fully paid and non-assessable.
