Capitalization; Ownership of Common Stock. (a) The authorized capital stock of the Acquired Company consists of 60,000 shares of common stock, no par value, of which 50,000 shares are validly issued and outstanding, fully paid and nonassessable and comprise the Shares to be sold to Buyer. The Seller is the lawful owner, of record and beneficially, of the Shares and has good title to Shares, free and clear of any and all Liens.
(b) There are no outstanding options, warrants, rights, calls, agreements, convertible securities or other commitments or rights to purchase or acquire any unissued stock or other securities from the Acquired Company, and no other securities of the Acquired Company are reserved for any purpose.
Capitalization; Ownership of Common Stock. (a) As of the date of this Agreement, the authorized capital stock of Merger Sub consists solely of 5,000 shares of common stock, par value $0.01 per share. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent. Merger Sub has no outstanding option, warrant, right or any other agreement pursuant to which any Person other than Parent may acquire any equity security of Merger Sub. Merger Sub has no Subsidiaries.
(b) As of the date of this Agreement, no shares of Common Stock or securities that are convertible, exchangeable or exercisable into Common Stock are beneficially owned (as defined by Rule 13d-3 under the Exchange Act) by Parent or Merger Sub and neither Parent nor Merger Sub holds any rights to acquire or vote any shares of Common Stock except pursuant to this Agreement.
Capitalization; Ownership of Common Stock. (a) The authorized capital stock of SweetskinZ consists of 25,000,000 shares of common stock, no par value per share (“Common Stock”), of which 5,393,360 shares are issued and outstanding. There are options and warrants to purchase an aggregate of 3,670,166 shares of SweetskinZ Common Stock outstanding. There are also promissory notes outstanding with an aggregate face amount plus accrued interest of $4,116,280 which notes and accrued interest will convert, immediately prior to the Effective Time, into 4,116,280 shares of SweetskinZ Common Stock
(b) Except for the shares of SweetskinZ Common Stock, the options and warrants to purchase SweetskinZ Common Stock and the promissory notes and accrued interest convertible into SweetskinZ Common Stock described in 3.2(a) above and set forth on Schedule 3.2, there are no other outstanding equity securities of SweetskinZ outstanding or any outstanding securities of SweetskinZ convertible or exchangeable at any time into equity securities of SweetskinZ. SweetskinZ does not have any Subsidiaries and does not own any interests in any corporation, association, partnership, joint venture, trust, estate, limited liability company, limited liability partnership, organization or any other entity.
Capitalization; Ownership of Common Stock. (a) The authorized capital stock of Synova consists of 1,250,000 shares of common stock, par value $0.00001 per share, of which 735,766 shares are issued and outstanding. There are options and warrants to purchase an aggregate of 64,234 shares of Synova Common Stock outstanding.
(b) Except for the shares of Synova Common Stock and options and warrants to purchase Synova Common Stock described in 3.2(a) above, there are no other outstanding equity securities of Synova or any outstanding securities of Synova convertible or exchangeable at any time into equity securities of Synova. Synova does not have any Subsidiaries and does not own any interests in any corporation, association, partnership, joint venture, trust, estate, limited liability company, limited liability partnership, organization or any other entity. All of the Synova stockholders are "accredited investors" as defined in Rule 501 promulgated under the Securities Act.
Capitalization; Ownership of Common Stock. (a) The authorized capital stock of Ionatron consists of 3,000 shares of common stock, par value $0.01 per share, of which 1,600 shares are issued and outstanding. All of the issued and outstanding shares of Ionatron Common Stock and their ownership are as described on Schedule 3.2. All of the outstanding shares of Ionatron Common Stock have been duly authorized, validly issued and are fully paid and nonassessable and are held of record by the Ionatron Stockholders as set forth Schedule 3.2 hereto. There are (a) no shares of Ionatron Common Stock held in treasury; (b) except as set forth on Schedule 3.2, no other issued or outstanding equity securities of Ionatron or other securities of Ionatron convertible or exchangeable at any time into equity securities of Ionatron; and (c) no outstanding stock appreciation rights, phantom stock rights, profit participation rights, or other similar rights with respect to any capital stock of Ionatron. Except as set forth on Schedule 3.2, Ionatron is not subject to any commitment or obligation that would require the issuance or sale of additional shares of capital stock of Ionatron at any time under options, subscriptions, warrants, rights, or other obligations. Ionatron does not have any Subsidiaries and does not own any interests in any corporation, association, partnership, joint venture, trust, estate, limited liability company, limited liability partnership, organization or any other entity.
(b) Each Ionatron Stockholder represents as to himself only that he has good and marketable title to all of the issued and outstanding shares of Ionatron Common Stock issued to such Ionatron Stockholder, free and clear of any and all liens, adverse claims, security interests, pledges, mortgages, charges and encumbrances of any nature whatsoever ("Liens"), and on the Closing Date will own all of his respective Ionatron Common Stock, free and clear of any and all Liens, including, but not limited to, any claims by any present or former stockholders of Ionatron.
Capitalization; Ownership of Common Stock. (a) As of the date of this Agreement, the authorized capital stock of Merger Sub consists solely of 100 shares of common stock, par value $1.00 per share. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent. Merger Sub has no outstanding option, warrant, right or any other agreement pursuant to which any Person other than Parent may acquire any equity security of Merger Sub. Merger Sub has no Subsidiaries.
(b) As of the date of this Agreement, no shares of Common Stock or securities that are convertible, exchangeable or exercisable into Common Stock are beneficially owned (as defined by Rule 13d-3 under the Exchange Act) by Parent or Merger Sub, and neither Parent nor Merger Sub holds any rights to acquire or vote any shares of Common Stock except pursuant to this Agreement. None of Parent, Merger Sub or any of their Affiliates has been, at any time during the three (3) years preceding the date hereof, an “interested stockholder” of the Company, as defined in Section 17-12,101 of the KGCC.
Capitalization; Ownership of Common Stock. (a) Its authorized capital stock and its outstanding shares of capital stock as of the date of this Agreement are described in Section 3.2(a) of its Disclosure Letter. All outstanding shares of its Stock (i) have been duly authorized and validly issued, (ii) were not issued in violation of, and are not subject to, any preemptive or subscription rights, rights of first refusal or similar rights, and (iii) have been offered and sold pursuant to a valid exemption from registration under the Securities Act, and other applicable securities laws, and are otherwise in material compliance with such securities laws and the rules and regulations thereunder. In addition, Section 3.2(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and accurate list of the names and addresses of all holders of record of the shares of Company Stock.
(b) Except as set forth in Section 3.2(b) of its Disclosure Letter, there are no options, warrants, puts, calls, “phantom” stock rights, convertible or exchangeable securities or other rights, agreements, arrangements or commitments relating to its Stock, or any other interest in it, or obligating it to issue, sell, purchase, redeem or otherwise acquire any of its Stock, or any other interest in it, or which give any other Person the right to receive any benefits or rights similar to any rights enjoyed by any holder of its Stock (in the capacity as a holder of its Stock) or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in it. Section 3.2(b) of its Disclosure Letter sets forth a true and complete list as of the date hereof of all record holders of options or warrants to purchase its Stock, restricted shares of its Stock, restricted stock units or stock appreciation rights convertible into its Stock and all other phantom stock rights (with respect to Parent, a “Parent Equity Right,” with respect to the Company, a “Company Equity Right,” and each, an “Equity Right”), including for each Equity Right (i) the number of shares of its Stock subject to each Equity Right, (ii) the exercise or vesting schedule, as applicable, (iii) if applicable, the exercise price per share, (iv) the date of grant, (v) the expiration date, (vi) the Equity Rights that have been exercised, if applicable, or that have expired or been terminated, and (vii) if the Equity Right is a stock option, whether the stock option is an incentive stock option (as defined in Section 42...
