Will Cuban convert shares--Section 2.05 Authorized Capital Stock.
(a) The Company’s authorized capital stock consists of (i) 5,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), of which 4,392,286 shares shall be fixed and determined as Series A Preferred Stock pursuant to the Certificate of Designation, and (ii) 500,000,000 shares of Common Stock. No other series or class of Preferred Stock has been established or fixed. Immediately after the Closing, the number of shares of Preferred Stock and Common Stock set forth on Schedule 2.05(a) will be validly issued and outstanding, fully paid and nonassessable. In addition, immediately prior to the Closing, a sufficient number of shares of Common Stock will be reserved for issuance upon issuance of the Preferred Stock Conversion Shares, which shall be subject to adjustment based upon adjustments to the conversion price of the Series A Preferred Stock. No shares are held in the Company’s treasury. The names of the shareholders of record and the holders of all subscriptions, warrants, options, convertible securities, and other rights (contingent or other) (the “Other Security Holders”) to purchase or otherwise acquire equity securities of the Company, and the number of shares of stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights (the “Other Securities”) held by each are as set forth in Schedule 2.05(a) hereto as of the date hereof and the Closing Date. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of the Company’s authorized capital stock, are as set forth in the Restated Articles, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in Schedule 2.05(a) hereto: (i) no Person owns of record any share of the Company’s capital stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities or equity related securities of the Company is authorized or outstanding, and (iii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible or exchangeable securities, or other such rights or to |
