Capitalization of Buyer Clause Samples
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Capitalization of Buyer. (i) As of the date of this Agreement, the authorized capital stock of Buyer consisted of 100,000,000 Buyer Shares, of which 54,697,199 Buyer Shares were issued and outstanding and 52 Buyer Shares were held in treasury by Buyer, and 1,000,000 preferred shares, no par value per share, of which no shares were outstanding. The outstanding Buyer Shares have been duly authorized and are validly issued, fully paid and non-assessable under the WVBCA, and were not issued in violation of the preemptive rights of any person. As of the date of this Agreement, except for the Buyer Shares issuable pursuant to this Agreement and as disclosed in Section 4.01(c) of the Buyer Disclosure Schedule, Buyer has no other commitment or obligation to issue, deliver or sell, or cause to be issued, delivered or sold, any Buyer Shares. There are no bonds, debentures, notes or other indebtedness of Buyer, and no securities or other instruments or obligations of Buyer the value of which is in any way based upon or derived from any capital or voting stock of Buyer, having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Buyer may vote. Except as set forth above, as of the date of this Agreement, there are no material contracts, agreements, commitments or arrangements of any kind to which Buyer is a party or by which Buyer is bound (collectively, “Buyer Contracts”) obligating Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, Buyer. As of the date of this Agreement, there are no outstanding material contractual obligations of Buyer to repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, Buyer.
(ii) The Buyer Shares to be issued in exchange for Seller Shares in the Merger, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable under the WVBCA, will not be subject to any preemptive or other statutory right of Buyer stockholders and will be issued in compliance with applicable United States federal and state securities laws.
Capitalization of Buyer. 22 ----------------------- 3.04. Authorization............................................... 22 ------------- 3.
Capitalization of Buyer. The authorized capital stock of Buyer consists of 100,000,000 shares of common stock, no par value per share, 40,000,000 shares of which are issued and outstanding, and 30,000,000 shares of preferred stock, no par value, 2,000,000 shares of which are issued or outstanding. All of the outstanding shares of the capital stock of Seller are validly issued, fully paid and nonassessable, and have been issued in full compliance with all applicable federal, state, local and foreign securities laws and other laws. Buyer either has sufficient authorized capital stock to meet its obligations under this Agreement or has the ability to authorize the issuance of additional capital stock.
Capitalization of Buyer. As of the 9/15/05 the authorized capital stock of Buyer consists of 200 million common shares, of which 25.3 Million common shares are validly issued and outstanding to 11 shareholders; all are fully paid and nonassessable. The Buyers stock to be delivered as part of this purchase price will be validly issued, fully paid and nonassessable; and the Buyer has the power and authority to issue the same. The total shares issued after the closing of this transaction will be 29.3 Million and leaving 170,700,000 in Casino Players Inc treasury.
Capitalization of Buyer. Buyer has 5,607,5000 post reverse split shares of common stock outstanding and 0 shares of preferred stock issued and outstanding and has no outstanding options, warrants or other securities exercisable or convertible into shares of Buyer’s common or preferred stock other than as described in Buyer’s financial statements filed with the SEC.
Capitalization of Buyer. The authorized capi- tal stock of Buyer consists of (i) 100,000,000 shares of Buyer Common Stock, of which, as of November 30, 1996, 61,586,802 shares were issued and outstanding and (ii) 5,000,000 shares of preferred stock, no par value ("Buyer Preferred Stock"), issu- able in series, none of which, as of November 30, 1996, is is- sued or outstanding. Buyer has designated 1,000,000 shares of Buyer Preferred Stock as "Series A Junior Participating Pre- ferred Stock" and has reserved such shares for issuance upon exercise of Preferred Stock Purchase Rights under a Rights Agreement dated May 23, 1988 (the "Buyer Rights Agreement"), between Buyer and Mercantile Bank of St. Louis National As- sociation, as Rights Agent. As of November 30, 1996 Buyer had reserved (i) 4,074,479 shares of Buyer Common Stock for issu- ance under various employee stock option and incentive plans ("Buyer Stock Options"), (ii) 600,418 shares of Buyer Common Stock for issuance upon the acquisition of Regional Bancshares, Inc. pursuant to an agreement dated August 22, 1996, and (iii) up to 17,235,960 shares of Buyer Common Stock for issuance upon the acquisition of ▇▇▇▇ ▇▇▇▇▇ Bancshares, Inc. ("▇▇▇▇ ▇▇▇▇▇") pursuant to an agreement dated October 27, 1996 (the "▇▇▇▇ ▇▇▇▇▇ Merger Agreement"). From November 30, 1996 through the date of this Agreement, no shares of Buyer Common Stock or other Equity Securities of Buyer have been issued excluding any such shares which may have been issued pursuant to stock-based employee benefit or incentive plans and programs or pursuant to the foregoing agreements. Buyer continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the ac- quisition by it of another bank, association, bank holding com- pany, savings and loan holding company or other company (or the assets thereof) for consideration that may include equity secu- rities. In addition, prior to the Effective Time, Buyer may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposes. Notwithstanding the foregoing, Buyer will not take any action that would (i) prevent the transac- tions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the IRC or (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplate...
Capitalization of Buyer. Subject to Schedule 5.4, the ----------------------- ------------ authorized capital stock of Buyer, the number of shares outstanding and the number of shares held in Buyer's treasury are set forth on Schedule 5.4 hereto. ------------ All outstanding shares of capital stock of Buyer have been validly issued and are fully paid and nonassessable, and no shares of capital stock of Buyer are subject to, nor have any been issued in violation of, preemptive or similar rights. Except as set forth on Schedule 5.4 hereto, there are (and as of the ------------ Closing Date there will be) outstanding (i) no shares of capital stock or other voting securities of Buyer, (ii) no securities of Buyer convertible into or exchangeable for shares of capital stock or other voting securities of Buyer, (iii) no options or other rights to acquire from Buyer, and no obligation of Buyer to issue or sell, any shares of capital stock or other voting securities of Buyer or any securities of Buyer convertible into or exchangeable for such capital stock or voting securities, and (iv) no equity equivalents, interests in the ownership or earnings or other similar rights of or with respect to Buyer. There are (and as of the Closing Date there will be) no outstanding obligations of Buyer or any Subsidiary to repurchase, redeem, or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests, or rights. Except as set forth on Schedule 5.4, Buyer is not a party to, and is not aware of, any voting ------------- agreement, voting trust, or similar agreement or arrangement relating to any class or series of its capital stock.
Capitalization of Buyer. (a) The authorized Equity Interest of Buyer consists of 100,000,000 shares of common stock, $.01 par value per share and 10,000,000 shares of preferred stock, $.01 par value per share, of which 24,419,525 shares of common stock and no shares of Preferred Stock are issued and outstanding.
(b) Except for options to acquire not more than 2,739,414 shares of Buyer Common Stock pursuant to stock options outstanding as of the date hereof under the Buyer's Stock Option Plans, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, calls or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued Equity Interest of Buyer or obligating Buyer to issue or sell any Equity Interests of, or other equity interests in, Buyer.
(c) Buyer Common Stock is listed on the Nasdaq National Market System.
Capitalization of Buyer. The Equity Merger Consideration, when issued and delivered to the Members pursuant to the terms of this Agreement, will be duly authorized and validly issued in accordance with Applicable Law and Buyer’s Governing Documents and will be fully paid (to the extent required under the Buyer’s Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Limited Partnership Act). The Equity Merger Consideration will not be issued in violation of any pre-emptive or similar rights.
Capitalization of Buyer. After the Closing, the capitalization of Buyer will consist of the following:
(a) Common Stock. A total of 350,000,000 authorized shares of the Buyer Common Stock, of which 121,954,577 shares are issued and outstanding. All of the outstanding shares of Buyer Common Stock have been duly authorized, fully paid and are nonassessable.