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. (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.
(b) There are no shares of Company Common Stock held by any of Company’s Subsidiaries. The outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable and have not been issued in violation of nor are they subject to preemptive rights of any current or past Company shareholder and have been issued in compliance with the Company’s Articles of Incorporation and in all material respects with applicable federal or state securities Laws. Bank is an insured depository institution as defined in 12 U.S.C. 1813(c)(2).
(c) There are no outstanding shares of capital stock of any class of Company, or any options, warrants or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock options, stock based performance units, agreements, arrangements, commitments or understandings, in each case, to which Company or any of its Subsidiaries is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Company or any of Company’s Subsidiaries or obligating Company or any of Company’s Subsidiaries to issue (whether upon conversion, exchange or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Company or any of Company’s Subsidiaries. There are no obligations, contingent or otherwise, of Company or any of Company’s Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or capital stock of any of Company’s Subsidiaries or any other securities of Company or any of Company’s Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary. Other than the Com...
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. (a) As of the date of this Agreement, the authorized Capital Stock of the Company consists solely of (i) 250,000,000 shares of Common Stock, par value $0.001 per share, of which 78,296,488 shares are issued and outstanding as of December 31, 1999 (and no shares of Common Stock have been issued since December 31, 1999 except those issued in respect to the exercise of stock options), and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of which no shares are issued or outstanding. Each share of Capital Stock of the Company that will be issued and outstanding immediately following the Closing, including without limitation the Shares, will be duly authorized and validly issued and fully paid and nonassessable, and the issuance thereof will not have been subject to any preemptive rights or made in violation of any Applicable Law.
(b) Except as set forth on Schedule 3.2, as of the date of this Agreement, there are (i) no outstanding options, warrants, agreements, conversion rights, exchange rights, preemptive rights or other rights (whether contingent or not) to subscribe for, purchase or acquire any issued or unissued shares of Capital Stock of the Company or any Subsidiary, (ii) no authorized or outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company or any Subsidiary, (iii) no rights, contracts, commitments or arrangements (contingent or otherwise) obligating the Company or any Subsidiary to either (A) redeem, purchase or otherwise acquire, or offer to purchase, redeem, or otherwise acquire, any outstanding shares of, or any outstanding warrants or rights of any kind to acquire any shares of, or any outstanding securities that are convertible into or exchangeable for any shares of, Capital Stock of the Company, or (B) pay any dividend or make any distribution in respect of any shares of, or any outstanding securities that are convertible or exchangeable for any shares of, Capital Stock of the Company, (iv) no agreements or arrangements under which the Company or any Subsidiary is obligated to register the sale of any of its securities under the Securities Act (except as provided hereunder) and except as set forth in Schedule 3.2(a) and (v) no restrictions upon, or Contracts or understandings of the Company or any Subsidiary, or, to the knowledge of the Company, Contracts or understandings of any other Person, with respect to, the voting or transfer of any shares of Capital Stock o...
Xxxxxxx Stock. (1) The authorized capital stock of SCSG consists of 50,000,000 shares of SCSG Common Stock, 50,000,000 shares of SCSG Non-Voting Common Stock, and 10,000,000 shares of SCSG Preferred Stock. Of the 10,000,000 shares of SCSG Preferred Stock, SCSG has designated 500,000 shares as SCSG Series AAA Preferred Stock, 12,900 shares as SCSG Series A Preferred Stock, 645.0045 shares as SCSG Series B Preferred Stock, 3,500,000 shares as SCSG Series C Preferred Stock, and 2,500,000 shares as SCSG Series D Preferred Stock. As of the date hereof, there are 5,877,868 shares of SCSG Common Stock issued and outstanding (inclusive of SCSG Restricted Shares), no shares of SCSG Non-Voting Common Stock issued and outstanding, 115,331 shares of SCSG Series AAA Preferred Stock, no shares of SCSG Series A Preferred Stock, no shares of SCSG Series B Preferred Stock, no shares of SCSG Series C Preferred Stock, and 1,523,265 shares of Series D Preferred Stock issued and outstanding. As of the date hereof, there were SCSG Options to acquire 252,500 shares of SCSG Common Stock outstanding. There are no shares of SCSG Stock held by any of SCSG’s Subsidiaries.
(2) SCSG Disclosure Schedule 3.02(b)(i) sets forth, as of the date hereof, the name and address, as reflected on the books and records of SCSG, of each Holder, and the number and type of shares of SCSG Stock held by each such Holder. The issued and outstanding shares of SCSG Stock are duly authorized, validly issued, fully paid, non-assessable and have not been issued in violation of nor are they subject to preemptive rights of any SCSG shareholder, except as set forth in SCSG Disclosure Schedule 3.02(b)(ii). All shares of SCSG’s capital stock issued and outstanding have been issued in compliance with and not in violation of any applicable federal or state securities Laws.
(3) SCSG Disclosure Schedule 3.02(c) sets forth, as of the date hereof, for each grant or award of SCSG Restricted Shares, SCSG Options, or other outstanding Rights of SCSG the (i) name of the grantee, (ii) date of the grant, (iii) expiration date, (iv) vesting schedule, (v) number of shares of SCSG Common Stock, or any other security of SCSG, subject to such award, (vi) number of shares subject to such award that are exercisable or have vested as of the date of this Agreement, and (vii) name of the SCSG Stock Plan under which such award was granted, if applicable. Each SCSG Restricted Share and all other outstanding SCSG Rights complies with or is exempt from S...
Xxxxxxx Stock. With respect to the Buffton Stock to be received by Xxxxxxx pursuant to the terms of this Agreement, Xxxxxxx represents to Buffton and Cabo the following:
i. The Buffton Stock is being acquired for the account of Xxxxxxx and for investment purposes only and without a view toward distribution, as that phrase is defined under the Securities Act of 1933, as amended ("The Act"), or the rules and regulations of the Securities and Exchange Commission (the "SEC"), of all or any part of the Buffton Stock.
ii. Xxxxxxx has access to the complete public information regarding the business and finances of Buffton and has received and reviewed the contents of the following documents:
(a) Buffton's Annual Reports on Form 10-K for 1992, 1993, 1994 and 1995;
(b) The Notice and Proxy Statement for the annual meeting of shareholders of Buffton held March 21, 1995;
(c) Buffton's Quarterly Report on Form 10-Q for the fiscal quarters ended December 31, 1994, March 31, 1995 and June 30, 1995;
(d) Buffton's consolidated income statement projections for the year ending September 30, 1996;
(e) Buffton's consolidated income statement projections for the year ending September 30, 1996 including any operations which would include the transferred assets following the Closing and the operations of the Stockyards Hotel in Fort Worth, Texas, which Buffton is anticipating acquiring;
(f) BFX Hospitality Group, Inc.'s consolidated income statement projections for the year ending September 30, 1996, which include operations relating to the Transferred Assets following the Closing and the operations related to the Stockyards Hotel in Fort Worth, Texas which Buffton is anticipating acquiring;
(g) The organization chart for BFX Hospitality Group, Inc. setting forth existing operations, the additions of the operations involving the Transferred Assets following the Closing, the addition of the Stockyards Hotel assuming Buffton acquires it, and additional food and beverage concepts;
(h) The public offering book of Current Technology, Inc., a wholly owned subsidiary of Buffton;
(i) All press releases published by Buffton since October 1, 1994; and
(j) A summary term sheet on the acquisition of the Stockyards Hotel in Fort Worth, Texas.
iii. Xxxxxxx has such knowledge and experience in business and financial matters that Xxxxxxx has been able to understand and evaluate the risks and merits acquiring and holding the Buffton Stock as provided for in this Agreement. Xxxxxxx has also received advice and ...
