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Capitalization. The authorized capital stock of the Buyer consists of 200,000,000 shares of common stock having a par value of and 2,000,000 shares of preferred stock having a par value of . Currently there are 9,801,269 shares of common stock issued outstanding. Currently there are 156,937 shares of Series A Preferred Stock issued and outstanding. All the issued and outstanding shares of common stock have been duly authorized and validly issued, are fully paid and nonassessable. The Buyer does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are no existing voting trusts or similar agreements to which the Buyer is a party with respect to the voting of the capital stock of the Buyer. All dividends and distributions of any nature with respect to any capital stock of the Buyer, declared or set aside prior to the Closing, have been paid. The Buyer represents that the Buyer does not have any commitments to issue shares other than those shares of Buyer Common Stock to be issued pursuant to the Merger and pursuant to certain convertible debt notes disclosed in the Financial Statements.

Capitalization. TheOn the date hereof, the Buyer’s authorized capital stock consists of 900,000,000 shares of Common Stock, US par value, of which 2,917,799 shares are issued and outstanding, with 20,000,000 Preferred A stock authorized with 3,489,510 shares issued and outstanding (which will be retired), and 10,000,000 Preferred B stock authorized with 500 shares issued and outstanding. All of the outstanding shares of capital stock of the Buyer consists of 200,000,000 shares of common stock having a par value of and 2,000,000 shares of preferred stock having a par value of . Currently there are 9,801,269 shares of common stock issued outstanding. Currently there are 156,937 shares of Series A Preferred Stock issued and outstanding. All the issued and outstanding shares of common stock have been and on the Closing Date will be duly authorized and validly issued,issued and are fully paid and nonassessable. The Buyer does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are no existing voting trusts or similar agreements to which the Buyer is a party with respect to the voting of the capital stock of the Buyer. All dividends and distributions of any nature with respect to any capital stock of the Buyer, declared or set aside prior to the Closing, have been paid. The Buyer represents that the Buyer does not have any commitments to issue shares other than those shares of Buyer Common Stock to be issued pursuant to the Merger and pursuant to certain convertible debt notes disclosed in the Financial Statements.non-assessable.

Capitalization. TheCapitalization; Governing Documents. As of , the authorized capital stock of the BuyerCompany consists of 200,of: 10,000,000,000 authorized shares of common stock having a par valueCommon Stock, of which 2,702,426,920 shares were issued and 2,outstanding, and 100,000,000 authorized shares of preferred stock having a par valuestock, of . Currently there are 9,801,269 shares of common stock issued outstanding. Currently there are 156,937which 13,992,340 shares of Series A Preferred StockA, 1,327,640 shares of Series B, and 1 share of Series AA were issued and outstanding. All the issued andof such outstanding shares of common stock have been duly authorized and validly issued, are fully paid and nonassessable. The Buyer does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are no existing voting trusts or similar agreements to which the Buyer is a party with respect to the voting of the capital stock of the Buyer. All dividendsCompany and distributionsthe Conversion Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of any nature with respect to any capital stock of the Buyer, declaredCompany are subject to preemptive rights or set asideany other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Closing, have been paid.SEC filings of the Company # there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, # there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and # there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Buyer represents thatCompany has furnished to the Buyer does not have any commitments to issue shares other than those sharestrue and correct copies of Buyerthe Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock to be issued pursuant toof the MergerCompany and pursuant to certain convertible debt notes disclosedthe material rights of the holders thereof in the Financial Statements.respect thereto.

Capitalization. TheCapitalization; Governing Documents. As of , the authorized capital stock of the BuyerCompany consists of 200,of: 10,000,000,000 authorized shares of common stock having a par valueCommon Stock, of which 3,050,598,132 shares were issued and 2,outstanding, and 100,000,000 authorized shares of preferred stock having a par valuestock, of . Currently there are 9,801,269 shares of common stock issued outstanding. Currently there are 156,937which 13,992,340 shares of Series A Preferred StockA, 1,327,640 shares of Series B, and 1 share of Series AA were issued and outstanding. All the issued andof such outstanding shares of common stock have been duly authorized and validly issued, are fully paid and nonassessable. The Buyer does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are no existing voting trusts or similar agreements to which the Buyer is a party with respect to the voting of the capital stock of the Buyer. All dividendsCompany and distributionsthe Conversion Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of any nature with respect to any capital stock of the Buyer, declaredCompany are subject to preemptive rights or set asideany other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Closing, have been paid.SEC filings of the Company # there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, # there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and # there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Buyer represents thatCompany has furnished to the Buyer does not have any commitments to issue shares other than those sharestrue and correct copies of Buyerthe Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock to be issued pursuant toof the MergerCompany and pursuant to certain convertible debt notes disclosedthe material rights of the holders thereof in the Financial Statements.respect thereto.

Capitalization. The authorized capital stock of the BuyerCompany as of the date of this Agreement consists of 200,000,3,500,000 shares of common stock having a par valueCommon Stock, of which, as of , 2,484,211 shares were issued and 2,000,outstanding, 140,000 shares of preferred stock having a par value of . Currently there are 9,801,269 shares of common stock issued outstanding. Currently there are 156,937 shares of Series A Preferred StockStock, par value per share, of which 105,303 shares were issued and outstanding.outstanding as of , and 360,000 shares of Series B Preferred Stock, of which 244,263 shares were issued and outstanding as of . All of the issued and outstanding shares of commoncapital stock of the Company have been duly and validly authorized and validly issued, are fully paid and nonassessable. The Buyer does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are no existing voting trusts or similar agreements to which the Buyer is a party with respect to the votingnonassessable, except as may be provided by Section 630 of the capital stock of the Buyer. All dividendsNew York Business Corporation Law, and distributions of any nature with respect to any capital stock of the Buyer, declared or set aside prior to the Closing, have been paid. The Buyer represents that the Buyer does not have any commitments to issue shares other than those shares of Buyer Common Stock to be issued pursuant to the Merger and pursuant to certain convertible debt notes disclosed in the Financial Statements.are free from preemptive rights.

Capitalization. Thethe authorized capital stock of the BuyerPurchaser consists of 200,100,000,000 shares of common stock having a par value of each, and 2,5,000,000 shares of preferred stock having a par value of . Currently there are 9,801,269 each, of which 74,858,700 shares of common stock issued outstanding. Currently there are 156,937and no shares of Series A Preferred Stock issued and outstanding. All thepreferred stock are issued and outstanding shares of common stock have been duly authorized and validly issued, are fully paid and nonassessable. The Buyer does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are no existing voting trusts or similar agreements to which the Buyer is a party with respect to the votingas of the capital stockdate of the Buyer. All dividends and distributions of any nature with respect to any capital stock of the Buyer, declared or set aside prior to the Closing, have been paid. The Buyer represents that the Buyer does not have any commitments to issue shares other than those shares of Buyer Common Stock to be issued pursuant to the Merger and pursuant to certain convertible debt notes disclosed in the Financial Statements.this Agreement;

Capitalization. TheAs of the date hereof, the authorized capital stock of the BuyerCompany consists of 200,100,000,000 shares of common stock having aCommon Stock, par value $0.001, of which as of the date hereof, 5,628,459 shares are issued and 2,000,0005,620,434 shares are outstanding, 8,025 shares are held as treasury shares, 96,594 shares are reserved for future issuance pursuant to the Company’s equity incentive plans, of which approximately 44,085 shares remain available for future option grants or stock awards, and 1,228,784 shares are issuable and reserved for issuance pursuant to securities (other than stock options or equity based awards issued pursuant to the Company’s stock incentive plans) exercisable or exchangeable for, or convertible into, shares of preferred stock having a par valueCommon Stock. All of . Currently there are 9,801,269 shares of common stock issued outstanding. Currently there are 156,937 shares of Series A Preferred Stock issued and outstanding. All the issued andsuch outstanding shares of common stock have been duly authorizedbeen, or upon issuance will be, validly issued and validly issued, are fully paid and nonassessable. The Buyer does not have outstanding any optionsnon-assessable. Except as disclosed in [Schedule 3(c)], (i) no shares of the Company’s capital stock are subject to purchase, or any preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, # there are no outstanding debt securities of the Company or any of its Subsidiaries, # there are no outstanding options, warrants, scrip, rights to subscribe forto, calls or to purchase,commitments of any character whatsoever relating to, or securities or obligations orrights convertible into, any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are no existing voting trusts or similar agreements to which the Buyer is a party with respect to the voting of the capital stock of the Buyer. All dividends and distributionsCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any nature with respectof its Subsidiaries is or may become bound to anyissue additional shares of capital stock of the Buyer, declaredCompany or set aside priorany of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Closing, have been paid. The Buyer representsCompany or any of its Subsidiaries, # there are no material agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement), # there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, # there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the Buyerissuance of the Securities as described in this Agreement and # the Company does not have any commitments to issue shares other than those shares of Buyer Common Stock to be issued pursuantstock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished or made available to the MergerBuyer true and pursuant to certain convertible debt notes disclosed incorrect copies of the Financial Statements.Company’s Certificate of Incorporation and Bylaws.

Capitalization. TheAs of the date hereof, the authorized capital stock of the BuyerCompany consists of 200,of: # 249,000,000 shares of common stock having a par valueCommon Stock, of which approximately 48,053,085 shares are issued and 2,outstanding; and # 1,000,000 shares of preferred stock having a par valuestock, of . Currently therewhich 50,935 are 9,801,269 shares of common stock issued outstanding. Currently there are 156,937 shares of Series A Preferred Stock issued and outstanding. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and any other convertible promissory note issued to the Buyer) exercisable for, or convertible into or exchangeable for shares of Common Stock and 22,000,000 shares are reserved for issuance upon conversion of the Note. All the issued andof such outstanding shares of commoncapital stock have beenare, or upon issuance will be, duly authorized andauthorized, validly issued, are fully paid and nonassessable. The Buyer does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations or any contracts or commitments to issue or sell,non-assessable. No shares of its capital stock or any such options, rights, convertible securities or obligations. There are no existing voting trusts or similar agreements to which the Buyer is a party with respect to the voting of the capital stock of the Buyer. All dividends and distributionsCompany are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, # there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any nature with respect tocharacter whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Buyer, declaredCompany or set aside priorany of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Closing, have been paid.Company or any of its Subsidiaries, # there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and # there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Buyer represents thatCompany has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer does not have any commitments to issue shares other than those shareswith a written update of Buyer Common Stock to be issued pursuant tothis representation signed by the Merger and pursuant to certain convertible debt notes disclosed inCompany’s Chief Executive on behalf of the Financial Statements.Company as of the Closing Date.

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