Issuance of the Company’s Shares. The issuance and sale of the Shares to the Investor hereunder shall be made in accordance with the provisions and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law.
Issuance of the Company’s Shares. The authorized capital stock of the Company consists of 40,000,000 shares of Common Stock, par value $.01 per share and 1,000,000 shares of Preferred Stock, par value $.01 per share (the "Preferred Stock"). As of the date hereof, no shares of Common Stock or Preferred Stock are outstanding. Upon the issuance of the Company's Common Stock, as provided herein, the Company's Common Stock will be duly and validly issued, fully paid and non-assessable. Except as contemplated by the Underwriting Agreement by and between the Company and Xxxxxxx & Company Securities, Inc. and ISG Capital Markets, LLC, as representatives of the underwriters (the "Underwriting Agreement"), to be entered into on the Effective Date (as defined in the Underwriting Agreement) and each of the Premier Stock Option Plan and the 1997 Stock Option Plan proposed to be adopted by the Company, there are no outstanding options, warrants, rights, calls commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any shares of the capital stock of the Company.
Issuance of the Company’s Shares. 3.1 The shares were issued according to the Company’s statutes.
