Total Equity. (a) Aside from the Shares, there are no issued or outstanding shares of the Company. The Shares comprise the whole of the issued share capital of the Company as of the Effective Date. The Sellers are the registered holders and beneficial owners of the Shares.
(b) The Shares are being sold to the Purchaser by the Sellers free and clear of any Lien or other interests of any other third party whatsoever. The delivery of a certificate or certificates at the Closing representing the Shares in the manner provided in Section 2.01 will transfer to Purchaser good and valid title to the Shares, free and clear of all Liens.
(c) There are no commitments in place under which the Company is obligated at any time to issue any shares or other securities of the Company.
(d) There are no outstanding options with respect to the Company or the Shares.
(e) There will be at the Closing no restriction(s) on the sale or transfer of any of the Shares to the Purchaser whatsoever.
Total Equity. (a) The total paid and verified registered capital of the Company is USD1,210,000. The Seller is the registered owner of the entire registered capital of the Company.
(b) The Equity Interest is being transferred to the Purchaser by the Xxxxxx free and clear of any Lien or other interests of any other third party whatsoever.
(c) There are no contractual commitments in place under which the Company is obligated at any time to increase its registered capital as of the WOFE Closing Date unless otherwise specifically required by the Purchaser and agreed by the Seller.
(d) There are no outstanding options with respect to the Company.
(e) There will be at the WOFE Closing no restriction(s) on the transfer of the Equity Interest to the Purchaser whatsoever.
Total Equity. 17 TPC...................................................................... 17
Total Equity. The total equity attributable to shareholders of the Company shall not be less than RMB800,000,000 (based on the latest published annual or interim financial statements of the Company).
Total Equity. 9.323.215 Gæld tilknyttede virksomheder........................ 18.587.825
Total Equity. The Total Equity of the Company and its subsidiaries, as of November 26, 1995, was at least $30,600,000. As used herein, "Total Equity" means the Company's stockholders' equity, calculated in a manner consistent with the audited annual financial statements of the Company; provided, that the Total Equity calculation shall not include (i) any amounts attributable to the exercise of, Employee Options pursuant to Section 1.8 hereof, (ii) any adjustment for any redemption of Preferred Stock pursuant to Section 5.8(a) hereof or (iii) any adjustment related to amounts recorded on the Financial Statements for the 1993 compensatory non-qualified stock option grants. The Company, however, may subtract from the Total Equity requirement of $30,600,000 amounts paid for early cancellation of Employee Options pursuant to Section 1.8 hereof. Prior to the Closing Date, Parent shall have verified that the Total Equity amount as of November 26, 1995 was as required above. The accrual of bonus amounts as set forth in Section 5.1(e) hereof must be reflected in the calculation of the November 26 Total Equity. All earnings for the period on and after November 27, 1995, through the Closing Date shall accrue on a dollar for dollar basis and be added to the November 26 Total Equity, and the entire amount of such accrued Total Equity will be delivered to Parent and Acquisition at Closing;
Total Equity. Permit or suffer the total capital contribution to the Company of ACTI as of September 1, 1999, to be less than $20,567,000, or the total capital contribution to the Company of Izumi U.S. as of September 1, 1999, to be less than $13,711,000.
Total Equity. $(32,631.57) ----------- Total Liability and Equity $ 51,330.96 =========== WebWizard II INC. Balance Sheet As of 12/31/99 Assets Current Assets FI- Colonial Bank $ 15,057.52 Total Current Assets 15,057.52 ----------- Network Hardware/Equipment 9,394.44 BOAT 7,500.00 Network Software 500.00 Trademark 20,000.00 Accumulated Depreciation (882.00) Accumulated Amortization (239.00) Total Fixed Assets $ 36,273.44 ----------- Total Assets $ 51,330.96 =========== Liabilities Accounts Payables $ 12,314.08 Accrued Interest Payable 1,755.00 ----------- Total Current Liabilities $ 14,039.08 Long Term Liabilities LP- Randx Xxx $ 27,750.00 LP- W & R Investment 42,207.60 Total Long Term Liabilities $ 69,957.60 ----------- Stockholder's Equity Attitional Paid In Capital/RR $ 500.00 Additional Paid In Capital/JC 500.00 Balance Sheet Net Income (33,665.72) Total Equity $(98,665.78) ----------- Total Liability & Equity $ 51,330.96 =========== 50 WeoWizard 11 LLC Profit and Loss Statement Period: 01/01/98 to 12/31/98 Reporting-period Year-to-date amount amount ================ ============ Revenue ------------ ------------ Total Sales $ .00 $ .00 ------------ ------------ Cost Of Goods Sold ------------ ------------ Total Cost of Goods Sold $ .00 $ .00 ------------ ------------ Returns Total Returns and Allowances $ .00 $ .00 ------------ ------------ Gross Profit $ .00 $ .00 ============ ============ Operating Expenses Wages $ 25,384.64 25,384.64 ER PR Tax/EE Benefits 1,941.89 1,341.85 Employer Futa-Suta Tax/Minnes 573.55 573.55 General Office Supplies 105.91 105.91] On-Site Telephone 394.81 394.81 Telephone Expenses 165.44 165.44 Frt/Handling Credit 10.50 10.50 Air Travel 1,005.00 1,005.00 Meals 230.81 230.81 Lodging 848.08 848.08 Licenses/Permits/Bonds 125.00 125.00 Outside Services 34.15 34.15 Depreciation Expense 882.00 882.00 Amortization Expense 239.00 239.00 Interest Expense 1,725.00 1,725.00 Total Operating Expense 33,665.72 33,665.72 ============ ============ Net Income (Loss) $ (33,665.72) $(333,665.72) 51 EXHIBIT B FORM OF OPINION TO COUNSEL TO THE COMPANY EXHIBIT B FORM OF OPINION FOR COMPANY COUNSEL
Total Equity. 13 3.04 [Intentionally left blank]...................................... 13 3.
Total Equity. Total Equity of the Company and its Subsidiaries as of the Closing Date shall be no less than ($77,000,000).
