Capitalization; Warrants. Schedule 9.18 sets forth the number of shares of Capital Stock of each Borrower which are authorized and the number of such shares which are outstanding. Each outstanding share of Capital Stock is a common share and is duly authorized, validly issued, fully paid and nonassessable. Set forth in Schedule 9.18 is a complete and accurate list of all Persons who are record and beneficial owners of 20% or more of the Capital Stock of each Borrower and of Xxxxxx-Xxxx Funding III, LLC. All warrants, subscriptions, options, instruments, rights and agreements under which any shares of Capital Stock of any Borrower are or may be redeemed, retired, converted, encumbered, bought, sold or issued are described in Schedule 9.18.
Capitalization; Warrants. Schedule 9.18 sets forth the number of shares of Capital Stock of Borrower which are authorized and the number of such shares which are outstanding. Each outstanding share of Capital Stock is a common share and is duly authorized, validly issued, fully paid and nonassessable. Set forth in Schedule 9.18 is a complete and accurate list of all Persons who are record and beneficial owners of the Capital Stock of Borrower. All warrants, subscriptions, options, instruments, rights and agreements under which any shares of Capital Stock of Borrower are or may be redeemed, retired, converted, encumbered, bought, sold or issued are described in Schedule 9.18. The Shareholders Agreement is in the same form attached to the Merger Agreement.
Capitalization; Warrants. Schedule 9.18 sets forth the number of shares of Capital Stock of Borrowers and Parent which are authorized and the number of such shares which are outstanding. Each outstanding share of Capital Stock is a common share and is duly authorized, validly issued, fully paid and nonassessable. Set forth in Schedule 9.18 is a complete and accurate list of all Persons who are record and beneficial owners of the Capital Stock of Borrowers and Parent. All warrants, subscriptions, options, instruments, rights and agreements under which any shares of Capital Stock of Borrowers or Parent are or may be redeemed, retired, converted, encumbered, bought, sold or issued are described in Schedule 9.18.
Capitalization; Warrants. The capitalization of the Buyer is as set forth on the Capitalization Schedule attached hereto as Schedule 2. The shares of Common Stock issuable upon exercise of each of the Warrant and the Contingent Warrant will, upon issuance, be validly issued and outstanding, fully paid and non-assessable shares of the Buyer’s Common Stock, with no personal liability attaching to the ownership thereof, free and clear of any liens whatsoever and with no restrictions on the voting rights or transfer thereof and other incidents of record and beneficial ownership pertaining thereto.
Capitalization; Warrants. Exhibit 9.18 sets forth the number of shares of capital stock of each Borrower and Corporate Guarantor which are authorized and the number of such shares which are outstanding. Each outstanding share of capital stock of each Borrower and Corporate Guarantor is a common share and is duly authorized, validly issued, fully paid and nonassessable. Exhibit 9.18 includes a complete and accurate list of all Persons who are record and beneficial owners of the capital stock of each Borrower and Corporate Guarantor. All warrants, subscriptions, options, instruments and agreements under which any shares of capital stock of a Borrower or Corporate Guarantor are or may be redeemed, retired, encumbered, bought, sold or issued are described in Exhibit 9.18.
Capitalization; Warrants. At Closing, the authorized capitalization of Tonner will consist of 150,000,000 shares of common stock, $0.0001 par value, of which 145,200,000 shares will be issued and outstanding. All issued and outstanding shares of Tonner are legally issued, fully paid, and nonassessable and not issued in violation of the preemptive or other right of any person. There are no dividends or other amounts due or payable with respect to any of the shares of capital stock of Tonner. There are no existing warrants, options, calls, or commitments of any nature relating to the authorized and unissued shares of Tonner or to which Tonner is a party.
Capitalization; Warrants. Schedule 9.18 sets forth the number of shares of Capital Stock of every Subsidiary of Parent Guarantor which are issued and outstanding as of the Closing Date. Each such outstanding share of Capital Stock is a common share and is duly authorized, validly issued, fully paid and nonassessable. Set forth in Schedule 9.18 is a complete and accurate list of all Persons who, as of the Closing Date, are record and beneficial owners of the Capital Stock of each Subsidiary of Parent Guarantor. As of the Closing Date, all warrants, subscriptions, options, instruments, rights and agreements under which any shares of Capital Stock of each Subsidiary of Parent Guarantor are or may be redeemed, retired, converted, encumbered, bought, sold or issued are described in Schedule 9.18.
Capitalization; Warrants. Exhibit 9.18 sets forth, with respect to each Borrower, the number of shares of capital stock which are authorized and the number of such shares which are outstanding. Each outstanding share of capital stock is a common share and is duly authorized, validly issued, fully paid and nonassessable. Set forth in Exhibit 9.18 is a complete and accurate list of all Persons who are record and beneficial owners of the capital stock of Borrowers. All warrants, subscriptions, options, instruments and agreements under which any shares of capital stock of any Borrower are or may be redeemed, retired, encumbered, bought, sold or issued are described in Exhibit 9.18.
Capitalization; Warrants. The authorized capitalization of Castwell consists of 10,000,000 shares of preferred stock, par value $0.001, none of which are issued and outstanding, and 50,000,000 shares of common stock, $0.001 par value, of which 4,178,348 shares are issued and outstanding. All issued and outstanding shares of Castwell are legally issued, fully paid, and nonassessable and not issued in violation of the preemptive or other right of any person. There are no dividends or other amounts due or payable with respect to any of the shares of capital stock of Castwell. On the Effective Date, following the reverse stock split described in Section 5.01 and the cancellation of shares described in Section 5.01, Castwell will have a total of 807,087 issued and outstanding shares of common stock without giving effect to adjustments for rounding up fractional shares. There are no existing warrants, options, calls, or commitments of any nature relating to the authorized and unissued shares of Castwell to which Castwell is a party except for outstanding common stock purchase warrants that entitle the holder to purchase up to 100,000 pre-split shares of Castwell common stock at an exercise price of $0.10 per share at any time on or before November 14, 2012.
Capitalization; Warrants. The authorized capitalization of Summer consists of 100,000,000 units of membership interest of which 9,697,624 units are issued and outstanding. All issued and outstanding units of membership interest in Summer are legally issued, fully paid, and nonassessable and not issued in violation of the preemptive or other right of any person. There are no dividends or other amounts due or payable with respect to any of Summer Interests. There are no existing warrants, options, calls, or commitments of any nature relating to the authorized and unissued equity interests of Summer or to which Summer is a party except for outstanding seven year warrants entitling the holder to purchase 400,000 Summer Interests at an exercise price of $0.60 per share and except for the Summer Interests contemplated by the Credit Facility Agreements. Each of the Summer Members as of the date hereof is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act.
