Common use of Capitalization of the Company Clause in Contracts

Capitalization of the Company. (i) The authorized capital stock of the Company consists of (i) 700,000,000 shares of Company Common Stock, of which 100,328,537 shares of Company Common Stock, constituting the Shares, are issued and outstanding, and (ii) 10,000,000 shares of preferred stock of the Company, par value $0.001 per share, of which zero (0) shares are issued and outstanding.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zayo Group LLC), Agreement and Plan of Merger (Zayo Group LLC)

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Capitalization of the Company. (ia) The authorized capital stock of the Company as of the date hereof, consists solely of (i) 700,000,000 100,000,000 shares of Company Common Stock, of which 100,328,537 shares of Company Common Stock, constituting the Shares, are issued Stock and outstanding, and (ii) 10,000,000 shares of preferred stock of the Company, par value $0.001 per sharestock, of which zero 120,000 shares of preferred stock have been designated Series A Preferred Stock. As of November 9, 2005, (0i) 50,310,061 shares are of Common Stock were issued and outstanding.,

Appears in 2 contracts

Samples: Securities Purchase Agreement (Kitty Hawk Inc), Securities Purchase Agreement (Kitty Hawk Inc)

Capitalization of the Company. (i) The authorized capital stock of the Company consists of (i) 700,000,000 24,000,000 shares of Company Common Stock, $01 par value per share and 1,000,000 shares of Preferred Stock, of which 100,328,537 shares of Company Common Stock, constituting the Shares, are common stock were issued and outstandingoutstanding as of , 2004 and (ii) 10,000,000 no shares of preferred stock Preferred Stock were outstanding as of the Company, par value $0.001 per share, of which zero (0) shares are this date. All such issued and outstandingoutstanding shares of Common Stock and Preferred Stock have been duly authorized and validly issued and are full paid and non-assessable.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Mai Systems Corp), Stock Purchase Agreement (Ressler Richard S)

Capitalization of the Company. (ia) The authorized capital stock of the Company consists of (i) 700,000,000 300,000,000 shares of Company Common Stock, of which 100,328,537 shares of Company Common Stock, constituting the Shares, are issued and outstanding, and (ii) 10,000,000 5,000,000 shares of preferred stock of the Company, par value $0.001 per shareCompany Preferred Stock, of which zero (0) shares 1,000,000 are issued and outstandingdesignated as Series K Preferred Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Barnes & Noble Inc), Agreement and Plan of Merger (Barnes & Noble Inc)

Capitalization of the Company. (i) The authorized capital ----------------------------- stock of the Company company consists of (i) 700,000,000 200,000,000 shares of Company Common Stock, par value $.001 per share, of which 100,328,537 34,766,618 are outstanding and 8,679,039 common shares of Company Common Stock, constituting the Shares, have been reserved for stock options earned by executive management. On a fully diluted basis there are issued 43,445,657 common shares outstanding and outstanding, and (ii) 10,000,000 50,000,000 shares of preferred stock of the Company, par value $0.001 per share, of which zero (0) shares none are issued and outstanding.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Photonics Corp)

Capitalization of the Company. (ia) The authorized capital stock of the Company consists of (i) 700,000,000 One Hundred Twenty Four Million Five Hundred Thousand (124,500,000) shares of Company common stock, divided into series as follows: Forty Million (40,000,000) shares of Series A Common Stock, of which 100,328,537 One Million Five Hundred Thousand (1,500,000) shares of Company Series B Common Stock, constituting the Shares, are issued Stock and outstanding, Eighty Three Million (83,000,000) shares of Series C Common Stock and (ii) 10,000,000 Fifty Million (50,000,000) shares of preferred stock of the Company, par value $0.001 per share, of which zero (0) shares are issued and outstandingCompany Preferred Stock.

Appears in 1 contract

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

Capitalization of the Company. (i) The total authorized capital stock of the Company consists of (i) 700,000,000 100,000,000 shares of Company Common Stock and 1,000,000 shares of Preferred Stock, of which 100,328,537 approximately 3,542,525 shares of Company Common Stock, constituting the Shares, Stock and 10,000 shares of A Preferred Stock are currently issued and outstanding, and (ii) 10,000,000 shares of preferred stock of the Company, par value $0.001 per share, of which zero (0) shares are issued and outstanding.

Appears in 1 contract

Samples: Stock Purchase Agreement (Empire Financial Holding Co)

Capitalization of the Company. (ia) The authorized capital stock of the Company consists of (i) 700,000,000 75,000,000 shares of Company Common Stock, of which 100,328,537 shares of Company Common Stock, constituting the Shares, are issued and outstanding, and (ii) 10,000,000 1,000,000 shares of preferred stock of the Company, par value $0.001 per sharePreferred Stock, of which zero (0) 500,000 shares are issued have been designated Series A Preferred Stock, 120,000 shares have been designated Series B Preferred Stock and outstanding90,000 shares have been designated Series C Preferred Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edgar Online Inc)

Capitalization of the Company. (i) The As of the date of this Agreement, ----------------------------- the authorized capital stock of the Company consists of (i) 700,000,000 shares of Company Common Stock, of which 100,328,537 shares of Company Common Stock, constituting the Shares, are issued and outstanding, and (ii) 10,000,000 5,030,218 shares of preferred stock and 8,000,000 shares of the Company, par value $0.001 per share, common stock; of which zero (0) 4,946,471 shares of preferred stock and, to Sellers' knowledge without investigation, 578,000 shares of common stock are issued and outstanding.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Knickerbocker L L Co Inc)

Capitalization of the Company. (ia) The authorized capital stock shares of the Company consists consist of (i) 700,000,000 five hundred million (500,000,000) shares of Company Common Stock of the Company, $0.0000001 par value (the “Common Stock”), and (ii) twenty million (20,000,000) shares of Preferred Stock, $0.0000001 par value per share of which 100,328,537 five million (5,000,000) are designated as Company Series A Stock. As of February 15, 2019, there are 65,862,925 shares of Company Common Stock, constituting the Shares, are Stock issued and outstanding, and (ii) 10,000,000 no shares of preferred stock of the Company, par value $0.001 per share, of which zero (0) shares are Company Series A Stock issued and outstanding.

Appears in 1 contract

Samples: Share Exchange Agreement (Pineapple Express, Inc.)

Capitalization of the Company. (i) The authorized capital stock of the Company consists of (i) 700,000,000 15,000,000 shares of Company Common Stock, of which 100,328,537 Stock and 6,000 shares of Company preferred stock, par value $100 per share (the "Preferred Stock"), As of the date hereof, 5,762,088 shares of Common Stock, constituting the Shares, Stock are issued and outstanding, all of which are validly issued, fully paid and (ii) 10,000,000 non-assessable. None of the outstanding shares of preferred stock Common Stock was issued in violation any preemptive rights. No shares of the Company, par value $0.001 per share, of which zero (0) shares Preferred Stock are issued and or outstanding.

Appears in 1 contract

Samples: Agreement (Erly Industries Inc)

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Capitalization of the Company. (i) The authorized capital stock of the Company consists of (ia) 700,000,000 30,000,000 shares of Company Common Stockcommon stock and, after giving effect to the transactions contemplated herein and all other issuances of which 100,328,537 shares of Company Common Stock, constituting the Shares, are issued and outstanding, and (ii) 10,000,000 shares of preferred capital stock of the CompanyCompany on or prior to the date hereof, par value $0.001 per share, 16,712,908 shares of which zero (0) shares are common stock will be issued and outstanding.outstanding and 731,707 shares will be

Appears in 1 contract

Samples: Securities Purchase and Registration Rights Agreement (Brigham Exploration Co)

Capitalization of the Company. (i) The authorized capital stock of the Company consists of (i) 700,000,000 15,000,000 shares of Company Common Stock, of which 100,328,537 Stock and 6,000 shares of Company preferred stock, par value $100 per share (the "Preferred Stock"), As of the date hereof, 5,762,088 shares of Common Stock, constituting the Shares, Stock are issued and outstanding, all of which are validly issued, fully paid and (ii) 10,000,000 nonassessable. None of the outstanding shares of preferred stock Common Stock was issued in violation any preemptive rights. No shares of the Company, par value $0.001 per share, of which zero (0) shares Preferred Stock are issued and or outstanding.

Appears in 1 contract

Samples: Agreement (Hudson Consulting Group Inc)

Capitalization of the Company. (ia) The Except for the changes to the Company's authorized capital stock as contemplated by this Agreement, the authorized capital stock of the Company consists of (i) 700,000,000 25,000,000 shares of Company Common Stock. As of the close of business on January 21, of which 100,328,537 2000, there were outstanding 12,000,000 shares of Company Common Stock, constituting the Shares, are issued and outstanding, and (ii) 10,000,000 shares of preferred stock of the Company, par value $0.001 per share, of which zero (0) shares are issued and outstanding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Evans Systems Inc)

Capitalization of the Company. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 700,000,000 31,900,878 shares of common stock, par value $0.00001 per share (the “Company Common Stock, of which 100,328,537 shares of Company Common Stock, constituting the Shares, are issued and outstanding, ”) and (ii) 10,000,000 5,951,318 shares of preferred stock, par value $0.00001 per share (the “Company Preferred Stock”), 3,545,529 of which are designated Series A Preferred Stock (the “Company Series A Preferred Stock”), and there are no other authorized classes or series of capital stock of the Company, par value $0.001 per share, of which zero (0) shares are issued and outstanding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (B. Riley Principal 150 Merger Corp.)

Capitalization of the Company. (ia) The authorized capital stock of the Company consists solely of (i) 700,000,000 250,000,000 shares of Company Common Stock, of which 100,328,537 shares of Company Common Stock, constituting the Shares, 41,243,889 are issued and outstandingoutstanding as of the date hereof, and (ii) 10,000,000 2,000,000 shares of preferred stock of the CompanyPreferred Stock, par value $0.001 0.01 per share, none of which zero (0) shares are issued and outstanding. All of such issued and outstanding shares of capital stock have been duly authorized and are validly issued and are not subject to any preemptive rights.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Crown Castle International Corp)

Capitalization of the Company. (i) The total authorized capital stock of the Company consists of (i) 700,000,000 100,000,000 shares of Company Common Stock and 1,000,000 shares of Preferred Stock, of which 100,328,537 approximately 3,542,525 shares of Company Common Stock, constituting the Shares, are issued Stock and outstanding, and (ii) 10,000,000 10,000 shares of preferred stock of the Company, par value $0.001 per share, of which zero (0) shares A Preferred Stock are currently issued and outstanding.

Appears in 1 contract

Samples: Stock Exchange Agreement (Empire Financial Holding Co)

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