Authorization of Shares, Warrants and Reserved Common Shares Sample Clauses
The "Authorization of Shares, Warrants and Reserved Common Shares" clause defines the company's authority to issue a specified number of shares, including common shares and warrants, and to reserve a portion of these shares for future issuance under certain agreements or plans. In practice, this clause outlines the total number of shares the company is permitted to issue, details any warrants that may be granted to investors or employees, and specifies how many shares are set aside for purposes such as stock option plans or convertible securities. Its core function is to provide transparency and legal clarity regarding the company's capital structure, ensuring all parties understand the limits and allocations of shares and related instruments.
Authorization of Shares, Warrants and Reserved Common Shares. (a) The issuance, sale and delivery of the Shares and Warrants pursuant to the terms hereof have been duly authorized by all requisite action of the Corporation, and, when, in the case of the Shares, issued, sold and delivered in accordance with the terms of this Agreement or, in the case of the Warrants, exercised in accordance with the terms of the Warrants, the Shares and Warrant Shares, respectively, will be validly issued and outstanding, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, and, except as may be set forth in the Stockholders’ Agreement (with respect to which the Corporation is in compliance with its obligations thereunder), not subject to preemptive or any other similar rights of the stockholders of the Corporation or others.
(b) The reservation, issuance, sale and delivery by the Corporation of the Reserved Common Shares and the Warrant Shares have been duly authorized by all requisite action of the Corporation, and the Reserved Common Shares and the Warrant Shares have been duly reserved in accordance with Section 2 of this Agreement. Upon the issuance and delivery of the Reserved Common Shares in accordance with the terms of this Agreement, the Reserved Common Shares will be validly issued and outstanding, fully paid and nonassessable and, except as may be set forth in the Stockholders’ Agreement, not subject to preemptive or any other similar rights of the stockholders of the Corporation or others.