Capitalization; Valid Issuance Sample Clauses

Capitalization; Valid Issuance. The Shares set forth in Section 3.2 of the Disclosure Schedule constitute the only issued and outstanding equity capital of the Company. All of the Shares were duly authorized for issuance without violation of any preemptive or similar rights and are validly issued and, except for the stock options, fully paid and nonassessable.

Capitalization; Valid Issuance. (a) The Hi Closing Shares delivered to the Seller at the Closing are, and the Deferred Shares, when and if issued, shall be, duly authorized, validly issued, fully paid and non-assessable. All action required to be taken by the Company and its stockholders in order to authorize the Company to issue the Hi Closing Shares and the Deferred Shares has been taken. Except as set forth in Schedule 5.4 and other than with respect to any registered shares of Hi Common Stock, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from Hi Solutions shares of Hi Common Stock or any securities convertible into or exercisable for shares of Hi Common Stock. The rights, privileges and preferences of the shares of Hi Common Stock are as stated in the Organizational Documents of Hi Solutions and as provided by the laws of the State of Nevada. (b) The only outstanding shares of capital stock of the Merger Sub (the “Merger Sub Interests”) are owned of record and beneficially, free and clear of any Liens, as of immediately prior to Closing, by Hi Solutions. All Merger Sub Interests have been duly authorized and are validly issued. There are no existing options, restricted share units, share appreciation rights, performance shares, “phantom” shares, warrants, calls, rights or Contracts to which the Merger Sub is a party requiring, and there are no securities of the Merger Sub outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of capital stock or other equity interests of the Merger Sub or other securities convertible into, exchangeable or evidencing the right to subscribe for or purchase equity interests of the Merger Sub. Neither the Merger Sub nor Hi Solutions is a party to any voting trust, proxy, stockholders agreement or other similar Contract with respect to the voting, registration, redemption, sale, transfer or other disposition of any securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase equity interests of the Merger Sub. There are no outstanding (a) shares of capital stock or other equity interests of the Merger Sub subject to any vesting, transfer or other restrictions or (b) rights or obligations of the Merger Sub to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests of ...

Capitalization; Valid Issuance. The Shares shall constitute part of the issued and outstanding equity capital of the Company, and all of the Shares shall be duly authorized for issuance without violation of any preemptive or similar rights and, when issued in accordance with the terms and conditions herein, will be validly issued and fully paid and nonassessable.

Capitalization; Valid Issuance. The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, of which 13,740,127 shares are issued and 12,563,418 are outstanding on the date hereof, and 5,000,000 shares of Preferred Stock, of which no shares are issued and outstanding on the date hereof. Except as disclosed in the Form 10-K (as defined herein), there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company or any subsidiary to issue, sell, or otherwise cause to become outstanding any of its capital stock. The aggregate number of shares of common stock of the Company reserved or required to be reserved by the Company for all such derivative securities, contracts and commitments is 3,250,000. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. There are no preemptive rights with respect to the issuance or sale of the Company Shares or registration rights. All of the presently outstanding shares of Common Stock have been duly and validly authorized and issued and are fully paid and non-assessable. The Company Shares to be issued hereunder have been duly and validly authorized and, when delivered and paid for pursuant to this Agreement, will be validly issued, fully paid and non-assessable. Assuming the accuracy of the Purchasers’ representations and warranties in Article III, the Company Shares are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”). In connection with the offer and sale of the Company Shares, neither the Company, any affiliate of the Company nor any person acting on the Company’s or such affiliates’ behalf has engaged in any form of general solicitation or general advertising, as those terms are used in Rule 502(c) of the Act.

Capitalization; Valid Issuance. (a) All of the issued and outstanding equity interests of the Company have been duly authorized for issuance without violation of any preemptive or similar rights and, when issued in accordance with the terms and conditions herein, will be validly issued and fully paid and nonassessable. Prior to the Closing, the Company has converted all of the issued and outstanding shares of Series A Preferred Stock, par value $0.0001 per share, of the Company (the “Series A Stock”) into shares of Common Stock, and there are no issued and outstanding shares of Series A Stock as of the Closing. (b) None of the issued and outstanding equity interests of the Company were issued in violation of any agreement, arrangement or commitment to which the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person. There are no outstanding rights, options, warrants, convertible securities, conversion rights, exchange rights or other agreements, arrangements or commitments of any character relating to the equity interests of the Company or Company to issue or sell any shares (or securities convertible into or exercisable or exchangeable for, or any other interest in, any shares). The Company is not obligated to redeem or otherwise acquire any of its outstanding shares. There are no voting trusts, stockholder agreements, proxies, or other agreements or understandings in effect with respect to the voting or transfer of any shares of the Company. Upon the consummation of the Transactions, Buyer shall own, directly or indirectly, all of the Shares, free and clear of all liens (other than restrictions under applicable state and federal securities Laws).

Capitalization; Valid Issuance. The authorized share capital of New Adagio (excluding the issued share capital) consists of one thousand (1,000) share of Common Stock and the issued share capital of New Adagio consists of one (1) share of Common Stock. Immediately following the Convertible Note Closing, all of the issued and outstanding shares of Common Stock (A) shall be duly authorized, validly issued, fully paid and nonassessable, (B) shall have been issued in compliance with applicable law and (C) shall not have been issued in breach or violation of any preemptive rights or contract. There are no shareholder agreements, voting trusts or other agreements or understandings to which New Adagio is a party or by which it is bound relating to the voting of any securities of New Adagio, other than (1) as set forth in any form, report, statement, schedule, proxy and other document filed by ▇▇▇▇ on or prior to the Convertible Note Closing and (2) as contemplated by the Business Combination Agreement.

Capitalization; Valid Issuance. As of the Closing Date, twenty three million twenty four thousand one hundred four (23,020,104) shares of Buyer Common Stock are issued and outstanding. The Shares issued by Buyer will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Capitalization; Valid Issuance. The Shares set forth in Section 3.2 of the Disclosure Schedule constitute the only issued and outstanding equity capital of the Company including without limitation, any options and warrants and convertible bonds convertible into or exercisable or exchangeable for Company Ordinary Shares, which represents 100% of the Company’s equity capital. All of the Shares were duly authorized for issuance without violation of any preemptive or similar rights and are validly issued and, except for the Company Ordinary Shares issuable upon exercise of the stock options, fully paid and nonassessable. As of the First Closing, the Selling Shareholders shall own 100% of such Shares (excluding the Company Options to be cancelled in accordance with the provisions of this Agreement). Section 3.3

Capitalization; Valid Issuance. (a) As of the date hereof, the authorized capital stock of Purchaser consists of 300,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock. As of October 31, 2001, 63,671,536 shares of Common Stock (excluding treasury shares) and no shares of Preferred Stock were issued and outstanding. All of such issued and outstanding shares of capital stock of Purchaser are validly issued, fully paid and nonassessable. As of October 31, 2001, there were 7,718,929 shares of capital stock held in the treasury of Purchaser. (b) The authorized capital stock of CFAC consists of 1,000 shares of $.0l par value common stock. One thousand shares of $.0l par value common stock are issued and outstanding, and all of such shares are owned by Purchaser. All of such issued and outstanding shares of capital stock of CFAC are validly issued, fully paid and nonassessable. All issuances, transfers or purchases of the capital stock of CFAC have been in compliance with all applicable agreements and all applicable laws, including federal and state securities laws, and all taxes thereon have been paid. (c) Except as set forth on the Purchaser's Disclosure Schedule or in the Purchaser's SEC Filings, as of the date hereof (i) there are not outstanding nor is Purchaser or CFAC bound by, any subscriptions, options, preemptive rights, warrants, calls, commitments, or agreements or rights of any character requiring Purchaser or CFAC to issue or entitling any person or entity to acquire any additional shares of capital stock or any other equity security of Purchaser or CFAC, including any right of conversion or exchange under any outstanding security or other instrument, and neither Purchaser nor CFAC is obligated to issue or transfer any shares of its capital stock for any purpose and (ii) there are no outstanding obligations of Purchaser or CFAC to purchase, redeem or otherwise acquire any outstanding shares of capital stock of Purchaser or CFAC. (d) The Purchaser Common Stock to be issued in the Merger, when issued in accordance with this Agreement and the Articles of Merger, will be duly and validly issued, fully paid and nonassessable, and will be issued in compliance with all applicable federal and state securities laws.