Common use of Parent Capital Stock Clause in Contracts

Parent Capital Stock. a. Common Stock with a par value $0.001 per share ("Parent Common Stock"), of which at or just prior to the time of Closing 24,000,000 shares will be issued and outstanding on a fully-diluted basis after certain adjustments, and 50,000,000 shares of authorized Preferred Stock with a par value $0.001 per share, of which at the time of closing no shares of Parent Preferred Stock will be issued and outstanding, excluding the 1,300,000 shares of Parent Common Stock to be issued on close of the proposed Private Placement to be conducted in support of this Agreement; and further excluding 2,783,000 shares of Parent Common Stock to be issued to purchase certain trademark rights to the name "Celsius". In addition to the foregoing, on Closing Parent will issue warrants to Investa Capital Partners Inc. representing 3,557,812 shares of Parent Common Stock on the terms on conditions set out in Exhibit G to this Agreement, along with the Merger Shares on Closing. All outstanding shares of Parent Common Stock at the time of Closing will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement to which Parent is a party or by which it is bound and have been issued in compliance with federal and state securities laws. Parent, at the time of Closing will have no other capital stock authorized, issued or outstanding. Other than as described above, in Section 3.5 of the Parent Disclosure Schedule, and in the Registration Rights Agreement, there are no outstanding rights, options, warrants, preemptive rights, redemption rights, rights of first refusal or similar rights for the purchase or acquisition from Parent of any securities of Parent. There have been, and currently are, no There are no Contracts of any character, written or oral, to which the Parent is a party or by which it is bound obligating the Parent or Sub to repurchase or redeem, or cause to be repurchased or redeemed, any shares of Parent Capital Stock, or obligating the Parent to grant, extend, accelerate the Vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Parent. Except as set forth in Section 3.5(c) of the Parent Disclosure Schedule, there are no preemptive rights or agreements, arrangements or understandings to issue preemptive rights with respect to the issuance or sale of Parent Capital Stock created by statute, the articles of incorporation or bylaws of the Company, or any agreement or other arrangement to which the Parent is a party (written or oral) or by which it is bound and there are no agreements, arrangements or understandings to which the Parent is a party (written or oral) pursuant to which the Parent has the right to elect to satisfy any Liabilities by issuing Parent Capital Stock or Equity Equivalents. Except as set forth in Section 3.5(d) of the Parent Disclosure Schedule, the Parent is not a party or subject to any agreement or understanding, and, to the Parent's knowledge, there is no agreement, arrangement or understanding between or among any Persons which affects, restricts or relates to voting or giving of written consents with respect to the Parent Capital Stock, including any voting trust agreement or proxy. Except as set forth in Section 3.5(d) of the Parent Disclosure Schedule, no debt securities of the Parent are issued and outstanding.

Parent Capital Stock. a. (a) The authorized capital stock of Parent consists of 450,000,000 shares of Common Stock with a par value $0.001 per share ("“Parent Common Stock"”), of which at or just prior to 16,140,000 shares of Parent Common Stock are issued and outstanding; and as of the time of Closing 24,000,000 shares will be Date Parent’s issued and outstanding capital stock shall consist of 17,000,000 shares of Parent Common Stock on a fully-diluted basis after certain adjustmentsbasis, and 50,000,000 shares of authorized Preferred Stock with a par value $0.001 per share, of which at including the time of closing no shares of Parent Preferred Stock will be issued and outstanding, excluding the 1,300,000 shares of Parent Common Stock to be issued on close of the proposed Private Placement to be conducted (as defined in support of this Agreement; and further Section 6.11 below) but excluding 2,783,000 shares of Parent Common the Acquisition Stock to be issued to purchase certain trademark rights to the name "Celsius". In addition to the foregoing, on Closing Parent will issue warrants to Investa Capital Partners Inc. representing 3,557,812 shares of Parent Common Stock on the terms on conditions set out in Exhibit G to this Agreement, along with the Merger Shares on ClosingConsideration. All outstanding shares of Parent Common Stock at the time of Closing will be have been duly authorized, validly issued, fully paid and non-assessable and assessable, are not subject to preemptive rights created by statute, the Articles Certificate of Incorporation or Bylaws of Parent or any agreement to which Parent is a party or by which it is bound and have been issued in compliance with federal and state securities laws. Parent, at the time of Closing will have no other capital stock authorized, issued or outstanding. Other than Except as described above, set forth in Section 3.5 the 4.5 of the Parent Disclosure Schedule, and in the Registration Rights Agreement, there are no outstanding rights, options, warrants, preemptive rights, redemption rights, rights of first refusal or similar rights for the purchase or acquisition from Parent of any securities of Parent. There have beenSection 4.5 of the Parent Disclosure Schedule sets forth Parent’s capitalization as of the date of this Agreement and pro forma as of the Closing Date on a fully diluted basis assuming the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements and currently arethe exercise on the Closing Date of all securities convertible into or exchangeable for Parent’s Common Stock, no among other things. (b) There are no Contracts of any character, written or oral, to which the Parent is a party or by which it is bound obligating the Parent or Sub to repurchase or redeem, or cause to be repurchased or redeemed, any shares of Parent Capital Stock, or obligating the Parent to grant, extend, accelerate the Vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Parent. . (c) Except as set forth in Section 3.5(c4.5(c) of the Parent Disclosure Schedule, there are no preemptive rights or agreements, arrangements or understandings to issue preemptive rights with respect to the issuance or sale of Parent Capital Stock created by statute, the articles of incorporation or bylaws of the Company, or any agreement or other arrangement to which the Parent is a party (written or oral) or by which it is bound and there are no agreements, arrangements or understandings to which the Parent is a party (written or oral) pursuant to which the Parent has the right to elect to satisfy any Liabilities by issuing Parent Capital Stock or Equity Equivalents. . (d) Except as set forth in Section 3.5(d4.5(d) of the Parent Disclosure Schedule, the Parent is not a party or subject to any agreement or understanding, and, to the Parent's ’s knowledge, there is no agreement, arrangement or understanding between or among any Persons which affects, restricts or relates to voting or giving of written consents with respect to the Parent Capital Stock, including any voting trust agreement or proxy. Except as set forth in Section 3.5(d4.5(d) of the Parent Disclosure Schedule, no debt securities of the Parent are issued and outstanding.

Parent Capital Stock. a. (a) The authorized capital stock of Parent as of the Closing Date will consist of 400,000,000 shares of authorized capital stock of Parent which has been divided into 50,000,000 shares of authorized Preferred Stock with a par value $0.001 per share, of which at the time of Closing no shares of Parent Preferred Stock will be issued and outstanding, and 350,000,000 authorized shares of Common Stock with a par value $0.001 per share ("Parent Common Stock"), of which at or just prior to the time of Closing 24,000,000 27,917,690 shares will be issued and outstanding on a fully-diluted basis after certain adjustmentsbasis, and 50,000,000 shares of authorized Preferred Stock with a par value $0.001 per share, of which at including the time of closing no shares of Parent Preferred Stock will be issued and outstanding, excluding the 1,300,000 500,000 shares of Parent Common Stock to be issued on close of the proposed Private Placement to be conducted (as defined in support of this Agreement; and further Section 6.15 below), but excluding 2,783,000 (1) the shares of Parent Common Stock to be issued to purchase certain trademark rights to issuable upon exercise of the name "Celsius". In addition to Brennecke Warrants (as defined in Section 6.13 belxx), xxx (2) the foregoing, on Closing Parent will issue warrants to Investa Capital Partners Inc. representing 3,557,812 shares of Parent Common Acquisition Stock on the terms on conditions set out in Exhibit G to this Agreement, along with the Merger Shares on ClosingConsideration. All outstanding shares of Parent Common Stock at the time of Closing will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement to which Parent is a party or by which it is bound and have been issued in compliance with federal and state securities laws. Parent, at the time of Closing will have no other capital stock authorized, issued or outstanding. Other than as described above, in Section 3.5 4.5 of the Parent Disclosure Schedule, and in the Registration Rights Agreement, there are no outstanding rights, options, warrants, preemptive rights, redemption rights, rights of first refusal or similar rights for the purchase or acquisition from Parent of any securities of Parent. There have been, and currently are, no adjustments made or required to be made to the conversion prices set forth in the Parent's articles of incorporation as currently in effect. Section 4.5 of the Parent Disclosure Schedule sets forth Parent's capitalization as of the date of this Agreement and pro forma as of the Closing Date on a fully diluted basis assuming the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements and the exercise on the Closing Date of all securities convertible into or exchangeable for Parent's Common Stock, among other things. (b) There are no Contracts of any character, written or oral, to which the Parent is a party or by which it is bound obligating the Parent or Sub to repurchase or redeem, or cause to be repurchased or redeemed, any shares of Parent Capital Stock, or obligating the Parent to grant, extend, accelerate the Vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, , (c) commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Parent. . (d) Except as set forth in Section 3.5(c4.5(c) of the Parent Disclosure Schedule, there are no preemptive rights or agreements, arrangements or understandings to issue preemptive rights with respect to the issuance or sale of Parent Capital Stock created by statute, the articles of incorporation or bylaws of the Company, or any agreement or other arrangement to which the Parent is a party (written or oral) or by which it is bound and there are no agreements, arrangements or understandings to which the Parent is a party (written or oral) pursuant to which the Parent has the right to elect to satisfy any Liabilities by issuing Parent Capital Stock or Equity Equivalents. . (e) Except as set forth in Section 3.5(d4.5(d) of the Parent Disclosure Schedule, the Parent is not a party or subject to any agreement or understanding, and, to the Parent's knowledge, there is no agreement, arrangement or understanding between or among any Persons which affects, restricts or relates to voting or giving of written consents with respect to the Parent Capital Stock, including any voting trust agreement or proxy. Except as set forth in Section 3.5(d4.5(d) of the Parent Disclosure Schedule, no debt securities of the Parent are issued and outstanding.