Xxxxxxx Stock. The total number of shares of capital stock which the Corporation shall have authority to issue is Three Hundred Ten Million (310,000,000) shares, consisting of: (a) Three Hundred Million (300,000,000) shares of common stock, $.001 par value per share (the “Common Stock”); and (b) Ten Million (10,000,000) shares of preferred stock, $.001 par value per share (the “Preferred Stock”), issuable in one or more series as hereinafter provided.
Xxxxxxx Stock. 3 2.5.Shares and Conversion Shares........................................................................ 4 2.6.Consents and Approvals.............................................................................. 4 2.7.Articles of Incorporation, Certificate of Designation and By-Laws................................... 4 2.8.Subsidiaries........................................................................................ 4 2.9.
Xxxxxxx Stock. At and after the Effective Time, each share of Xxxxxxx Common Stock and each share of Xxxxxxx Preferred Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock or preferred stock, as applicable, of the Surviving Corporation and shall not be affected by the Merger.
Xxxxxxx Stock. 6 Section 1.44.
Xxxxxxx Stock. Capital Stock shall refer to the total issued and outstanding capital stock of either iVG or Swan and shall be calculated on a fully diluted basis that shall include all issued and outstanding options or warrants to purchase the capital stock of the parties.
Xxxxxxx Stock. Any stock of Xxxxxx'x, Inc. owned by the Seller;
Xxxxxxx Stock. The authorized and outstanding Capital Stock of each Borrower and the owner thereof as of the Restatement Date is as shown on Schedule 5.17 attached hereto. All of the Capital Stock of Borrower has been duly and validly authorized and issued and is fully paid and non-assessable and has been sold and delivered to the holders thereof in compliance with, or under valid exemption from, all Federal and state laws and the rules and regulations of all Governmental Authorities governing the sale and delivery of securities. Except for the rights and obligations communicated in writing by Borrower to Lender, there are no subscriptions, warrants, options, calls, commitments, rights or agreements by which Borrower or any of the shareholders of Borrower is bound relating to the issuance, transfer, voting or redemption of shares or interests of its Capital Stock or any pre-emptive rights held by any Person with respect to the shares or interests of Capital Stock of Borrower. Except as communicated in writing by Borrower to Lender, Borrower has not issued any securities convertible into or exchangeable for shares or interests of its Capital Stock or any options, warrants or other rights to acquire such shares or interests or securities convertible into or exchangeable for such shares or interests.
Xxxxxxx Stock. To MBC and the MBC Sellers' knowledge, (a) as of the date hereof, no shares of the capital stock of the Company are held in the treasury; (b) there are no outstanding options, conversion rights, warrants, or other present or future rights in existence to acquire or to vote any of the Company's shares of capital stock; (c) the Company Stock represents all the issued and outstanding shares of capital stock of the Company, and all such shares have been duly and validly issued and are fully paid and nonassessable and are not subject to any preemptive rights; (d) there are no voting trust agreements or other contracts, agreements, or arrangements restricting or affecting voting or dividend rights or transferability with respect to the Company Stock; (e) the Company has not violated any federal, foreign, state, or local law, ordinance, rule, or regulation in connection with the offer for sale or sale and issuance of its outstanding shares of capital stock or any other securities; and (f) MBC owns the Company Stock free and clear of any mortgages, liens, claims, charges, encumbrances, assessments, or other security or adverse interests of any kind or nature whatsoever.
Xxxxxxx Stock. On the Closing Date, Navarre shall issue the Closing Stock Consideration.
Xxxxxxx Stock. (a)The authorized capital stock of Company consists of (i) 30,000,000 shares of Company Common Stock, of which, as of the date of this Agreement, 793,500 shares are issued and outstanding (none of which are subject to transfer or forfeiture restrictions) and (ii) 1,000,000 shares of preferred stock, par value $0.01 per share, no shares of which are issued and outstanding as of the date of this Agreement. As of the date of this Agreement, no shares of Company Common Stock were reserved for issuance. Company Disclosure Schedule 3.03(a) sets forth a true, correct and complete list of the shareholders of Company, showing the number of shares of Company Common Stock held by each such shareholder.
