Capitalization of the Target. The authorized capital stock of the Target consists of 7,500 shares of common stock, $1.00 par value (the “Target Common Stock”), of which 100 shares are issued and outstanding. All issued and outstanding shares of Target Common Stock are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the persons set forth on Schedule 3.2. Except as set forth on Schedule 3.2, there are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target, and no stockholder of Target is a party to any proxy, voting trust or other agreements with respect to the voting of the Target Common Stock.
Capitalization of the Target. The authorized capital stock of the Target consists of 20,000,000 shares of common stock, $0.0001 par value (the "Target Common Stock"), of which 16,000,000 shares are issued and outstanding. All issued and outstanding shares of Target Common are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the Selling Stockholders. There are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target, and no Selling Stockholder is a party to any proxy, voting trust or other agreements with respect to the voting of the Target Common Stock.
Capitalization of the Target. The authorized capital of the Target consists of Twenty-Eight Thousand (28,000) units, of which the Target Units are issued and outstanding. All issued and outstanding Target Units are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the Selling Members. There are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target and, except as set forth in Schedule 3.2, no Selling Member is a party to any proxy, voting trust or other agreement with respect to the voting of the Target Units.
Capitalization of the Target. The authorized capital stock of the Target consists of 10,000,000 shares of common stock, $0.001 par value (the "Target Common Stock"), of which 5,175,000 shares are issued and outstanding, 600,000 shares of Target Series A Preferred Stock, $0.001 par value (the "Target Series A Preferred Stock") of which 600,000 shares are issued and outstanding, and 9,400,000 shares of undesignated preferred stock, $0.001 par value, of which none are issued and outstanding. All issued and outstanding shares of Target Common Stock and Target Series A Preferred Stock are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the Selling Stockholders. There are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target other than the Target Series A Preferred Stock, and no Selling Stockholder is a party to any proxy, voting trust or other agreements with respect to the voting of the Target Common Stock.
Capitalization of the Target. The current capitalization of the Target is as follows: Xxxx Xxxxxx 25,500,000 shares
Capitalization of the Target. The authorized capital of the Target consists 200 shares of common stock, $.001 par value, of which 100 shares are issued and outstanding. All issued and outstanding Target Shares are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the Selling Shareholders. There are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target and no Selling Shareholder is a party to any proxy, voting trust or other except as set forth on Schedule 3.2 the voting of the Target Shares.
Capitalization of the Target. Stockholder of Record: Xxxxx Xxxxxxxxx Trustee of the Bettingen 1999 Trust U/D/T October 8, 1999 90 Shares
Capitalization of the Target. The authorized capital stock of the Target consists of 200,000,000 shares of common stock, $0.0001 par value (the "Target Common Stock"), of which 48,000,000 shares are issued and outstanding, and 50,000,000 shares of undesignated preferred stock, $0.0001 par value, of which none are issued and outstanding. All issued and outstanding shares of Target Common Stock are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the Selling Stockholders. There are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target other than a warrant to purchase 941,173 shares of Target Common Stock, which is assumed by the Company pursuant to Section 6.2, and no Selling Stockholder is a party to any proxy, voting trust or other agreements with respect to the voting of the Target Common Stock.
Capitalization of the Target. The current capitalization of the Target is as follows: Xxxx Xxxxxxx 80 shares Xxxxxx Xxxxxxxxxx 20 shares Pursuant to that certain stock purchase agreement by and between Xxxxxx Xxxxxxxxxx and Xxxx Xxxxxxx dated October 3, 2005, as may be amended from time to time, Xx. Xxxxxxxxxx has the right to acquire the 80 shares held by Xx. Xxxxxxx for a purchase price of $30,000.00, of which $15,000.00 has been paid. Thus, $15,000 is due to Xx. Xxxxxxx. In addition, the Target has been recently fined $2,500.00 by the NASD. Xx. Xxxxxxxxxx has agreed that he will consummate the stock purchase agreement with the Target subject to this fine, and Xx. Xxxxxxx has agreed to reduce the final payment to $12,500.00, which will be paid at Closing. Pursuant to that certain assignment agreement, Xx. Xxxxxxxxxx has agreed, immediately prior to the Closing, to assign 10 of the 20 shares of Target Common Stock and the right to acquire 40 of the 80 shares held by Xx. Xxxxxxx to Xxx X. Xxxxxx. Thus, at the Closing, the capitalization of the Target will be as set forth in the following table, and the Merger Consideration shall be issued in accordance with the following table: Xxxxxx Xxxxxxxxxx 50 3,000,000 $150,000.00 Xxx X. Xxxxxx 50 3,000,000 $150,000.00
Capitalization of the Target. The authorized capital stock of the Target consists of 50,000,000 shares of common stock, no par value (the "Target Common Stock"), of which 19,633,332 shares are issued and outstanding. All issued and outstanding shares of Target Common Stock are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the Selling Stockholders. There are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target other than those set forth on Schedule 3.2, and no Selling Stockholder is a party to any proxy, voting trust or other agreements with respect to the voting of the Target Common Stock.
