Stock Matters. There are no options or rights outstanding to purchase any of the Borrower's capital stock except as set forth on the attached Schedule "4.01(u)". The authorized capital stock of the Borrower consists of 300,000 shares of common stock, $.001 par value per share, 93,660 of which shares are outstanding. There are no authorized shares of preferred stock except as set forth on Schedule "4.01(u)". The record and beneficial ownership of such capital stock of the Borrower is set forth in Schedule "4.01(u)". All of such shares are fully paid and non-assessable, are not, and will not have been, issued in violation of any preemptive rights.
Stock Matters. There are no options or rights outstanding to purchase any of Borrower's capital stock, except as set forth on the attached Schedule "5(r)". 10 (s)
Stock Matters. All share numbers reflected in this Agreement are stated on a post-split basis.
Stock Matters. 24 4.23 Licenses............................................ 25 4.24 Acknowledgment of Debt.............................. 25 4.25
Stock Matters. There are no options or rights outstanding ------------- to purchase any of the Borrower's Capital Stock except as set forth on the attached Schedule "4.22". The authorized Capital Stock of the Borrower and its -------------- Subsidiaries and the record and beneficial ownership of such Capital Stock is set forth on Schedule "4.22". All of such shares are duly authorized, validly -------------- issued, fully paid and nonassessable, and are owned free and clear of any Liens, are not, and will not have been, issued in violation of any federal or state law pertaining to the issuance of any securities or any preemptive rights. No issued, no authorized but unissued and no treasury shares of Capital Stock of the Borrower or its Subsidiaries are subject to any preemptive rights, irrevocable proxy, shareholder or voting agreement, option, warrant, right of conversion or purchase or any similar right except as set forth on Schedule -------- "4.22". -----
Stock Matters. In addition to the options and warrants disclosed in the SEC Reports, the Company has since December 31, 2003, issued the following options and warrants: • Options to purchase up to 540,000 shares of common stock at a per-share price of $2.50, to Games of Chance, Inc., pursuant to a consulting agreement (pending). • Warrants to purchase up to 100,000 shares of common stock at a per-share price of $2.00, to Bxxxx Xxxxxxx, pursuant to a consulting agreement dated April 1, 2004. 6,250 shares of the warrants vested immediately, and the remaining shares vested in 2,083 in equal monthly installments over the next 44 months beginning on May 1, 2005. • Options to purchase an as-yet undetermined amount of shares of common stock to Mxxxxx Xxxxx, in partial compensation for past employment services rendered. • Options to purchase up to 600,000 shares of common stock at a per-share price of $1.50, to Rxxxxxx Mix, pursuant to an Employment Agreement and Stock Option Agreement, each dated March 22, 2004. • Warrant to purchase up to 83,400 shares of common stock, to Feltl & Company, pursuant to an Agency Agreement and in connection with the Company’s private placement of shares of common stock, closed on March 18, 2004. Schedule 3.7
Stock Matters. Each of the Members will not, and will use commercially reasonable efforts to cause their Affiliates not to, directly or indirectly, at any time loan or sell short any JAMDAT Common Stock or any derivative security related thereto to any Person for the purpose of facilitating any short sale or similar transaction involving the JAMDAT Common Stock. The Members shall immediately notify JAMDAT in writing at such time as they obtain Knowledge with respect to any such activities by their Affiliates.
Stock Matters. (a) The shares of Parent’s Common Stock issued at the Closing and issuable as Contingent Consideration will be issued in a transaction exempt from registration under (a) the Securities Act of 1933, as amended (the “Securities Act”), by reason of Rule 506 promulgated thereunder, and (b) applicable state securities laws. All of such shares will be subject to the restrictions upon transfer of such shares as imposed on unregistered shares by the rules of the Securities and Exchange Commission. The Parent’s Common Stock issued in connection with the transactions contemplated by this Agreement will be “restricted securities” under the Securities Act and Rule 144 promulgated thereunder and may only be sold or otherwise transferred pursuant to an effective registration statement under the Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
Stock Matters. (a) If any Buyer’s Equity is issued to the Seller at Closing, such securities will be issued in a transaction exempt from registration under (a) the Securities Act of 1933, as amended (the “Securities Act”), by reason of Rule 506 promulgated thereunder, and (b) applicable state securities laws. Any Buyer’s Equity issued in connection with the transactions contemplated by this Agreement will be “restricted securities” under the Securities Act and Rule 144 promulgated thereunder and may only be sold or otherwise transferred pursuant to an effective registration statement under the Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
Stock Matters. Executive may transfer shares of common stock of AKPN received as part of this Agreement or any other Agreement, furnished by AKPN, to any third party. Both Parties agree that the common stock issued to Executive will be restricted shares, subject to SEC Rule 144 for one (1) year, effective upon issuance by AKPN or Company. Upon the satisfaction of any of the terms or conditions contained in this Agreement whereby Executive becomes entitled to receive shares of AKPN, Company and/or AKPN shall duly issue said shares to Executive within fourteen (14) business days.
