Purchaser Capital Stock. Each issued and outstanding share of capital stock of the Purchaser shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation.
Purchaser Capital Stock. Each share of common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, whereupon each certificate evidencing ownership of such shares of common stock of Purchaser shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Purchaser Capital Stock. Each share of capital stock of Purchaser (the “Purchaser Capital Stock”) issued and outstanding immediately prior to the Effective Time shall remain outstanding after, and shall be unaffected by, the Merger.
Purchaser Capital Stock. The authorized capital stock of Purchaser consists of: (i) 424,999,000 shares of Purchaser Common Stock, and (ii) 10,000,000 shares of Purchaser Preferred Stock. As of the date hereof: (x) 386,966,816 shares of Purchaser Common Stock were issued and outstanding issued and outstanding as of the date hereof, (y) no shares of Purchaser Preferred Stock are issued and outstanding, and (z) no shares of Purchaser Common Stock or Purchaser Preferred Stock were issued and held by Purchaser in its treasury. No other shares of Purchaser capital stock are issued. All of the issued and outstanding shares of capital stock of the Purchaser are duly authorized and validly issued, fully paid and nonassessable and not subject to any preemptive rights. No Person (other than the Shareholders) has any right of first refusal, preemptive right, right of participation, or any similar right with respect to Purchaser’s capital stock to participate in any transaction contemplated by this Agreement.
Purchaser Capital Stock. The second and third sentences of Section 3.2(a) shall be, and they hereby are, deleted in their entirety and replaced with the following sentences: As of the date of this Agreement, 4,980,000 shares of the Purchaser's Class A Common Stock, 13,500 shares of the Purchaser's Class B Common Stock and 165,114 shares of the Purchaser's Series A Preferred Stock are issued and 1 outstanding; and no other shares of the Purchaser's capital stock are issued or outstanding. As of the Effective Time, not more than 4,980,000 shares of the Purchaser's Class A Common Stock, 13,500 shares of the Purchaser's Class B Common Stock and 165,114 shares of the Purchaser's Series A Preferred Stock, together with any other securities issued upon the proper exercise of any Stock Acquisition Rights described in Schedule 3.2, will be issued and outstanding; and no other shares of the Purchaser's capital stock will be issued or outstanding.
Purchaser Capital Stock. Pursuant to the terms of this ----------------------- Agreement, the Purchaser will convert to a corporation or assign its rights to enter into the Merger to a corporation and each share of capital stock of such corporation issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of the same class of capital stock of the Surviving Corporation."
Purchaser Capital Stock. (a) The authorized capital stock of Purchaser consists of 20,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. As of the date hereof and immediately prior to the Closing Date, approximately 7,012,846 shares of Common Stock and no shares of Preferred Stock will be issued and outstanding. All of the issued and outstanding shares of Purchaser's Common Stock are duly authorized, validly issued in compliance with all federal and state securities laws, and fully paid and nonassessable.
Purchaser Capital Stock. The authorized capital stock of Purchaser consists of: (i) 50,000,000 shares of Purchaser Common Stock, and (ii) 5,000,000 shares of Purchaser Preferred Stock. As of the date hereof: (x) 14,200,000 shares of Purchaser Common Stock were issued and outstanding issued and outstanding as of the date hereof, (y) no shares of Purchaser Preferred Stock are issued and outstanding, and (z) no shares of Purchaser Common Stock or Purchaser Preferred Stock were issued and held by Purchaser in its treasury. No other shares of Purchaser capital stock are issued. All of the issued and outstanding shares of capital stock of the Purchaser are duly authorized and validly issued, fully paid and nonassessable and not subject to any preemptive rights.
Purchaser Capital Stock. Purchaser shall have (i) no more than 14,200,000 shares of Purchaser Common Stock, (ii) warrants to purchase no more than 11,700,000 shares of Purchaser Common Stock at an exercise price per share of $5.00, (iii) an option to purchase 500,000 units at an exercise price per unit of $10.00 consisting of one share of Purchaser Common Stock and one warrant to purchase one share of Purchaser Common Stock at an exercise price per share of $6.25, and (iv) no Purchaser Preferred Stock, outstanding immediately prior to the Closing Date and the Share Issuance.
Purchaser Capital Stock. The authorized capital of Purchaser consists of, and shall not exceed prior to Closing without Stockholder's prior written consent, ten million (10,000,000) shares of Purchaser Stock, of which, 410,000 shares were issued and outstanding.
