Authorization and Sale of Common Stock Sample Clauses

Authorization and Sale of Common Stock. Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Common Stock.
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Authorization and Sale of Common Stock. (a) The Company has issued and outstanding one hundred (100) shares of common stock (the "COMMON STOCK") in equal amounts to each of the current Founders, Jxxx Xxxx and Sxxxx Xxxxxxxx. Prior to the Closing, the Company will have amended its Articles of Incorporation to (i) provide for an authorized capital of one hundred thousand shares (100,000) of Common Stock and (ii) effect an 85-for-1 stock split to create eight thousand five hundred (8,500) shares outstanding, with said eight thousand five hundred (8,500) shares being allocated and fully vested to the current Founders; of the ninety-one thousand five hundred (91,500) authorized and unissued shares of Common Stock, one thousand five hundred (1,500) shares shall be available for sale to Purchaser subject to the terms and conditions of this Agreement. (b) Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing (as defined below), and the Company agrees to sell to the Purchaser at the Closing, one thousand five hundred (1,500) shares of Common Stock at a purchase price of $200 per share (the "ORIGINAL PURCHASE PRICE"). (c) The Company may, from time to time, elect to issue additional shares from the remaining pool of 91,500 authorized shares. In such an event, the Company will notify Purchaser of its intent to issue the additional shares, and will grant Purchaser the option of purchasing some of these shares at the prevailing price set by the Company. Purchaser may exercise this option at its own discretion, and is under no obligation.
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Authorization and Sale of Common Stock. The Company has authorized the sale and issuance of up to 6,500,000 shares of its Common Stock, no par value per share (the “Common Stock”), in accordance with the provisions hereof.
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Authorization and Sale of Common Stock. AND SERIES A PREFERRED STOCK 1.1 AUTHORIZATION OF SERIES A PREFERRED AND COMMON STOCK. The Company has authorized the sale and issuance of up to 3,100,000 shares of its Series A Preferred Stock (the "SERIES A PREFERRED") and up to 8,060,000 shares of its Common Stock (the "Common Stock"). The Series A Preferred has the rights, preferences and privileges provided for in the Certificate of Designation, in the form attached hereto as Exhibit A (the "CERTIFICATE").
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Authorization and Sale of Common Stock. The Company has authorized the sale and issuance of up to 1,666,667 shares of its common stock (the "Shares"), having the rights, preferences, privileges and restrictions set forth in the Company's Certificate of Incorporation.
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Authorization and Sale of Common Stock. (a) On or before the Closing (as defined below), the Company shall adopt and file with the Secretary of State of Delaware the Restated Certificate of Incorporation substantially in the form attached hereto as Exhibit A (the "Restated Certificate"). (b) On or before the Closing, the Company shall adopt the Restated Bylaws substantially in the form attached hereto as Exhibit B (the "Restated Bylaws"). (c) At the Closing, the Company shall authorize the issuance and sale to Investors an aggregate number of shares equal to 20% (including these shares) of the fully diluted number of issued and outstanding shares of the Company's Common Stock, par value $0.0001 (including rights, options, or warrants to subscribe for, purchase or otherwise acquire either (i) Common Stock or (ii) any evidences of indebtedness, shares or other securities convertible into or exchangeable for Common Stock). (d) Subject to the terms and conditions of this Agreement, Investors agree to purchase at the Closing, and the Company agrees to sell and issue to Investors at the Closing, that number of shares of Common Stock authorized above for an aggregate purchase price of One Hundred Thousand Dollars ($100,000). Each Investor shall purchase that percentage of this aggregate number of shares of Common Stock as shown on Exhibit C.
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Authorization and Sale of Common Stock. (a) On the terms and subject to the conditions set forth in this Agreement and the exhibits hereto; (i) Purchaser agrees to purchase from the Company at the Closing (as defined below) and the Company agrees to sell and issue to the Purchaser at the Closing, Six Hundred Sixty Six Thousand, Six Hundred Sixty Seven (666,667) shares of the Company's Common Stock (for the purchase price of KW 1,500 or US $1.25 per share for an aggregate purchase price of KW 1,000,000,000 or US $833,333 (the "Purchase Price"). The shares of Common Stock to be issued and sold pursuant to this Agreement are referred to as the "Shares."
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Authorization and Sale of Common Stock 
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Related to Authorization and Sale of Common Stock

  • Authorization and Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

  • Sale of Common Stock Subject to the terms and conditions of this Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Company an aggregate of 250,000 shares of Company's Common Stock (the "Shares"), at the purchase price of $2.06 per share for an aggregate purchase price of $515,000.

  • Issuance and Sale of Common Shares Section 2.01 (a)

  • RESERVATION AND AUTHORIZATION OF COMMON STOCK From and after the Closing Date, the Company shall at all times reserve and keep available for issue upon the exercise of Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants. All shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any corporate action which may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

  • Authorization of Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of up to 7,700,000 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), of the Company.

  • Listing of Common Stock The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

  • Authorization of the Common Stock The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

  • Registration and Sale of Additional Shares The Fund will from time to time use its best efforts to register under the 1933 Act such number of Shares not already so registered as you may reasonably be expected to sell on behalf of the Fund. You and the Fund will cooperate in taking such action as may be necessary from time to time to comply with requirements applicable to the sale of Shares by you or the Fund in any states mutually agreeable to you and the Fund, and to maintain such compliance. This Agreement relates to the issue and sale of Shares that are duly authorized and registered under the 1933 Act and available for sale by the Fund, including redeemed or repurchased Shares if and to the extent that they may be legally sold and if, but only if, the Fund sees fit to sell them.

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