Common use of Capitalization of the Transferee Clause in Contracts

Capitalization of the Transferee. On the date hereof, the Transferee's authorized capital stock consists of 395,000,000 shares of Common Stock, of which 23,411,957 shares are issued and outstanding, and 5,000,000 shares of preferred stock, $.01 par value, of which no shares are issued and outstanding. All of the outstanding shares of capital stock of the Transferee have been and on the Closing Date will be duly and validly issued and are, or will be, fully paid and non-assessable.

Appears in 2 contracts

Samples: Stock and Asset Acquisition Agreement (Navisite Inc), Stock and Asset Acquisition Agreement (Navisite Inc)

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Capitalization of the Transferee. On the date hereof, the Transferee's authorized capital stock consists of 395,000,000 1,500,000,000 shares of Common Stock, US$.001 par value, of which 23,411,957 844,092,578 shares are issued and outstanding, and 5,000,000 300,000,000 shares of preferred stock, $.01 par value, Series A Convertible Preferred Stock are authorized of which no zero shares are issued and outstanding. All of the outstanding shares of capital stock of the Transferee have been and on the Closing Date will be duly and validly issued and are, or will be, are fully paid and non-assessable.

Appears in 1 contract

Samples: Public Stock for Private Acquisition Agreement (Elray Resources, Inc.)

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Capitalization of the Transferee. On the date hereof, the Transferee's authorized capital stock consists of 395,000,000 49,000,000 shares of Common Stock, $.00001 par value, of which 23,411,957 6,830,410 shares are issued and outstanding, and 5,000,000 1,000,000 shares of preferred stock, $.01 par value, of which no 240,000 shares are issued and outstanding. All of the outstanding shares of capital stock of the Transferee have been and on the Closing Date will be duly and validly issued and are, or will be, fully paid and non-assessable.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Cell-Nique Corp)

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