Company Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Prospectus and the Prospectus Supplement, and all of the issued shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, have been issued in all material respects in compliance with United States federal and state securities laws, and conform to the description thereof contained in the Registration Statement, the Prospectus and the Prospectus Supplement. All of the Companys options and warrants have been duly authorized and validly issued and were issued in all material respects in compliance with United States federal and state securities laws. None of the outstanding shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding shares of capital stock, options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any Subsidiary other than those described above or accurately described in the Registration
Company Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the ProspectusGeneral Disclosure Package and the Prospectus Supplement,under the heading “Capitalization,” and all of the issued shares of capital stock of the Company have been duly and validly authorized and validly issued, are fully paid and non-assessable,assessable and have been issued in all material respects in compliance with United States federal and state securities laws, and conform to the description thereof contained in the Registration Statement, the Prospectus and the Prospectus Supplement. All of the Companys options and warrants have been duly authorized and validly issued and were issued in all material respects in compliance with United Statesapplicable federal and state securities laws. None of the outstanding shares of Common Stock wascapital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorizedThe description of the Company’s stock option, stock bonus and other stock plans or outstanding shares of capital stock, options, warrants, preemptive rights, rights of first refusalcompensation arrangements and the options or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any Subsidiary other than those described above or accurately describedgranted thereunder, incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, accurately and fairly presents, in all material respects, the information required to be described therein with respect to such plans, arrangements, options and rights.
Company Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Prospectusissued and the Prospectus Supplement, and all of the issuedoutstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, have been issued in all material respects in compliance with United States federal and state securities laws, and conform to the description thereof containedassessable and, other than as disclosed in the Registration Statement,Statement or the Prospectus and the Prospectus Supplement. All of the Companys options and warrants have been duly authorized and validly issued and were issued in all material respects in compliance with United States federal and state securities laws. None of the outstanding shares of Common Stock was issued in violation ofProspectus, are not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securitiesrights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the Company. There are no authorizeddates referred to therein (other than # the grant of additional options under the Company’s existing stock option plans, # changes in the number of outstanding Common Stock of the Company due to the issuance of shares upon the exercise or outstanding sharesconversion of capital stock, options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, or convertible into, Common Stock outstanding on the date hereof, # as a result of the issuance of Placement Shares, or # any repurchases of capital stock of the Company) and such authorized capital stock conforms to the description thereof set forth in the Registration Statement and the Prospectus. The description of the Common Stock in the Registration Statement and the Prospectus is complete and accurate in all material respects. Except as disclosed in or contemplated by the Registration Statement or the Prospectus, the Company did not have outstanding any options to purchase, or any Subsidiaryrights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock or other than those described above or accurately described in the Registrationsecurities.
Company Capitalization.Capital Stock Matters. The Company has an authorized capitalization as set forthCommon Shares (including the Shares) conform in all material respects to the description thereof contained in the Registration Statement, the Prospectus and the Prospectus Supplement, and allProspectus. All of the issued shares of capital stock of the Companyand outstanding Common Shares have been duly authorized and validly issued, are fully paid and non-assessable,nonassessable and have been issued in all material respects in compliance with United States federal and state securities laws, and conform to the description thereof contained in the Registration Statement, the Prospectus and the Prospectus Supplement. All of the Companys options and warrants have been duly authorized and validly issued and were issued in all material respects in compliance with United States federal and state securities laws. None of the outstanding shares of Common Stock wasShares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding shares of capital stock, options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any Subsidiaryof its subsidiaries other than those described above or accurately described in the Registration Statement and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.
Company Capitalization.Authorized Capital; Options, etc. The Company has an authorized capitalization as set forthhad, at the date or dates indicated in the Registration Statement, the ProspectusDisclosure Package and the Prospectus Supplement,Prospectus, the duly authorized, issued and all ofoutstanding capitalization as set forth therein. Based on the issued shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, have been issued in all material respects in compliance with United States federal and state securities laws, and conform to the description thereof containedassumptions stated in the Registration Statement, the ProspectusDisclosure Package and the Prospectus Supplement. AllProspectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Disclosure Package and the Prospectus, on the Effective Date, as of the Companys options and warrants have been duly authorized and validly issued and were issued in all material respects in compliance with United States federal and state securities laws. None ofInitial Sale Time, on the outstandingClosing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding shares of capital stock, options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any Subsidiary other than those described abovesecurity convertible or accurately described inexercisable into shares of Common Stock of the RegistrationCompany, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.
Company Capitalization. The authorized capital stock of the Company has an authorizedconsists of Twenty Thousand (20,000) shares of par value common stock. [Schedule 4.1.5] sets forth a true and correct capitalization as set forth intable for the Registration Statement, the Prospectus and the Prospectus Supplement, and allCompany. All of the issued and outstanding capital stock of the Company was duly authorized, validly issued and is fully paid and nonassessable. There are no outstanding or authorized warrants, options, subscriptions, convertible or exchangeable securities or other agreements pursuant to which the Company is or may become obligated to issue or sell any of its capital stock. There are no agreements, voting trusts, proxies, or understandings to which the Company is a party with respect to the voting, or registration under the Securities Act, of any shares of capital stock of the Company. All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, have beenwere issued in all material respects in compliance with United Statesapplicable federal and state securities laws, and conformLegal Requirements. Except as set forth on [Schedule 4.1.5], there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the description thereof contained in the Registration Statement, the Prospectus and the Prospectus Supplement. All of the Companys options and warrants have been duly authorized and validly issued and were issued in all material respects in compliance with United States federal and state securities laws. None of the outstanding shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding shares of capital stock, options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any Subsidiary other than those described above or accurately described in the Registration
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