Valid Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 5,750,000 shares of Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.
Valid Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Class A Common Stock, 10,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement), no shares of Class A Common Stock and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.
Valid Issuance of Capital Stock. The total number of all classes of capital stock which the Company has authority to issue is 15,000,000 shares of Common Stock. As of the date hereof, the Company has issued 1,437,500 shares of Common Stock (of which up to 187,500 shares of Common Stock are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any shares of preferred stock. All of the issued capital stock of the Company has been duly authorized, validly issued, and is fully paid and non-assessable.
Valid Issuance of Capital Stock. Prior to the Merger and the transactions contemplated by the Merger Agreement, the total number of shares of all classes of capital stock which the Company has authority to issue is 25,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”). As of the date hereof, prior to the Merger and the transactions contemplated by the Merger Agreement, the Company has issued and outstanding 3,733,333 shares of Common Stock and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.
Valid Issuance of Capital Stock. The total number of shares of all capital stock which the Company has authority to issue is 301,000,000 shares, consisting of (a) 280,000,000 shares of Common Stock, (b) 20,000,000 shares of Class B common stock, par value $0.00001 per share (“Class B Common Stock”), and (c) 1,000,000 shares of preferred stock, par value $0.00001 per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Common Stock, 8,625,000 shares of Class B Common Stock (of which up to 1,125,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.
Valid Issuance of Capital Stock. The shares of Common Stock comprising the Shares will, when issued in accordance with the terms of this Agreement, be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens or encumbrances imposed by the Company.
Valid Issuance of Capital Stock. The Company has an authorized capitalization consisting of 40,000,000 shares of Common Stock, par value $0.10 and 2,000,000 shares of preferred stock, par value $0.10, warrants outstanding for 254,000 shares of Common Stock, and stock options granted to employees as described in the Exchange Act Reports. As of May 8, 1997, the Company has issued and outstanding 26,999,643 shares of Common Stock and, immediately prior to the exchange contemplated hereby, no shares of preferred stock are issued and outstanding. All of the issued shares of Common Stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; the shares of Common Stock issuable upon conversion of the Preferred Stock and the Preferred Stock issuable upon exercise of the Warrant, will be duly and validly issued, fully paid and non-assessable; and the holders of outstanding capital stock of the Company are not and shall not be entitled to preemptive or other rights afforded by the Company to subscribe for the capital stock or other securities of the Company as a result of the issuance of the Securities, except for the rights of first refusal set forth herein and in the other Convertible Securities Exchange Agreements of the Company entered into contemporaneously herewith. The exchange of the Debentures for the Preferred Stock and the Warrant is exempt, and the issuance of the Underlying Stock and Warrant Stock shall be exempt, from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof or other applicable exemption. The Certificate of Designation relating to the Preferred Stock has been duly filed with the Secretary of State of the State of Delaware, is in full force and effect and the Holder is entitled to the rights, preferences and privileges set forth therein.
Valid Issuance of Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation shall have authority to issue is 131,000,000, consisting of (a) 130,000,000 shares of common stock (the “Common Stock”), including (i) 110,000,000 shares of Class A common stock (the “Class A Common Stock”) and (ii) 20,000,000 shares of Class B common stock (the “Class B Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”). and 1,000,000 shares of preferred stock, $0.0001 par value per share ("Preferred Stock"). As of the date hereof, the Company has issued and outstanding 7,528,875 shares of Class B common stock, par value $0.0001 per share (of which up to 956,250 shares are subject to forfeiture) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.
Valid Issuance of Capital Stock. (a) The Company has an authorized capitalization consisting of 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.05 per share. The Company has issued and outstanding on the date hereof 48,299,054 shares of Common Stock, of which 20,000 shares are held in treasury, and 23,115 shares of Series A Preferred Stock. As of the date hereof, the Company has outstanding the following securities convertible into (other than its Series A Preferred Stock) or exercisable or exchangeable for Common Stock (the "DERIVATIVE SECURITIES"): (i) options to purchase 8,204,861 shares of Common Stock; and (ii) other than the Warrants, warrants to purchase 4,726,562 shares of Common Stock.
Valid Issuance of Capital Stock. The Warrant Shares, when issued, sold, and delivered in accordance with the terms of the Warrant for the consideration expressed therein, will be duly and validly issued, fully paid, and nonassessable and, based in part upon the representations of the Purchaser in this Agreement, will be issued in compliance with all applicable federal and state securities laws.
