Authorized and Issued Capital of Invesque Sample Clauses

Authorized and Issued Capital of Invesque. Invesque is authorized to issue an unlimited number of Invesque Shares, non-voting shares, and class A shares and 2,802,009 Series 1 Preferred Shares, 3,172,086 Series 2 Preferred Shares and, upon the consummation of the Third Preferred Closing, 1,586,042 Series 3 Preferred Shares. As of February 8, 2018, there were 49,039,545 Invesque Shares outstanding, no non-voting shares or class A shares outstanding, 2,802,009 Series 1 Preferred Shares outstanding, 3,172,086 Series 2 Preferred Shares outstanding and no Series 3 Preferred Shares outstanding. Upon the Closing, the Invesque Shares to be issued pursuant to this Agreement and the Plan of Arrangement shall be duly authorized, fully paid and non-assessable common shares in the capital of Invesque, and other than pursuant to the Escrow Agreements, free and clear of all Encumbrances.
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Related to Authorized and Issued Capital of Invesque

  • Authorized and Issued Capital The authorized capital of the Purchaser consists of an unlimited number of common shares and an unlimited number of preferred shares, of which (i) at the date of this Agreement, 24,610,042 common shares (and no more) have been duly issued and are outstanding as fully paid and non-assessable and no preferred shares are outstanding, and (ii) at the Closing Time, 24,610,042 common shares (and no more) shall have been duly issued and shall be outstanding as fully paid and non-assessable.

  • Authorized Capital The authorized capital of the Acquirer consists of 200 shares of common stock, $0.0001 par value, of which one share of common stock is presently issued and outstanding;

  • Authorized and Outstanding Capital Stock As of the date hereof, the authorized capital stock of the Company consists of (A) 300,000,000 shares of Common Stock, of which, 46,383,143 are issued and outstanding and (B) 50,000,000 shares of Preferred Stock, none of which are issued and outstanding.

  • Authorized Capital Stock Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company 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 convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

  • Authorized Capitalization As of the date of this Agreement, the authorized capitalization of Buyer consists of (i) 1,000,000,000 shares of common stock, par value $0.01 per share, of which 367,735,954 shares are issued and outstanding and (ii) 25,000,000 shares of undesignated preferred stock, par value $0.01 per share, none of which are issued and outstanding. Buyer has no other capital stock authorized, issued or outstanding. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Buyer. With respect to any Buyer Common Stock that has been issued subject to a right of repurchase on the part of the Company, Disclosure Schedule 4.2(a) sets forth the holder thereof, the number and type of securities covered thereby, and the vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated).

  • Authorized Capital; Options The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized but unissued shares of Common Stock or any security convertible into shares of Common Stock, or any contracts or commitments to issue or sell Common Stock or any such options, warrants, rights or convertible securities.

  • Scale of investment Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund.

  • Authorized Capital; Options, etc The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, 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 Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.

  • Authorized Signatories Each party represents that the individuals signing this agreement on its behalf are authorized, and intend, to bind the organization in contract.

  • DNS name server availability Refers to the ability of a public-­‐DNS registered “IP address” of a particular name server listed as authoritative for a domain name, to answer DNS queries from an Internet user. All the public DNS-­‐registered “IP address” of all name servers of the domain name being monitored shall be tested individually. If 51% or more of the DNS testing probes get undefined/unanswered results from “DNS tests” to a name server “IP address” during a given time, the name server “IP address” will be considered unavailable.

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