Authorized and Issued Capital of the Corporation Sample Clauses

Authorized and Issued Capital of the Corporation. The authorized and issued share capital of the Corporation is as described in Schedule 3.1.3 and is held by the Persons set out therein. Upon the subscription by SGF Sante pursuant to this Agreement and the subscription by the Management Shareholders as stated in the Management Subscription, the issued share capital of the Corporation will be as set forth in Schedule 3.1.3 hereto and held by the Persons set out therein in the percentages indicated opposite their names. Except as described in Schedule 3.1.3 or as otherwise contemplated by this Agreement, the Shareholders' Agreement or any Schedules attached to this Agreement or the Shareholders' Agreement, the Merck Frosst Agreement or the Equity Participation Plan: (a) there are no Rights to purchase shares of the share capital of the Corporation, or Convertible Security, authorized, issued or outstanding, and the Corporation is not obligated in any manner to issue any shares of its share capital or Convertible Securities or any Right to acquire shares of its share capital, or to distribute to holders of any of its share capital any evidence of Indebtedness or Assets; (b) no Person has any preemptive right, right of first refusal or similar Right to acquire additional shares of share capital in connection with the sale and purchase of the Subscribed Shares pursuant to this Agreement or otherwise; (c) there are no restrictions on the transfer of the shares of share capital of the Corporation other than as set forth in its Articles; (d) no Person has any right to cause the Corporation to effect the registration under the relevant securities laws of any shares of share capital or any other securities (including debt securities) of the Corporation; (e) the Corporation has no obligation to purchase, redeem or otherwise acquire any of its equity securities or any interests therein, or to pay any dividend or make any other distribution in respect thereof other than pursuant to its Articles; and (f) there are no voting trusts, shareholders' agreements, or proxies relating to any securities of the Corporation.
Sample 1
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Authorized and Issued Capital of the Corporation. The authorized share structure of the Corporation consists of an unlimited number of Common Shares. As at the date of this Agreement, there are 38,720,176 Common Shares validly issued and outstanding as fully paid and non-assessable shares of the Corporation. All securities of the Corporation have been issued in compliance with applicable laws and have not been issued in violation of any pre-emptive rights or other contractual rights to purchase securities granted by the Corporation.
Sample 1
Authorized and Issued Capital of the Corporation. (a) The authorized capital the Corporation is 100 shares, each with a nominal value of US$100 and the issued and outstanding capital of the Corporation is set forth on Schedule 3.2.7(a). All of the issued and outstanding shares of the Corporation have been duly issued and outstanding as fully paid and non-assessable, free and clear of all Liens. Such shares constitute all (and not less than all) of the issued and outstanding shares in the capital of the Corporation and are registered in the name of the Vendors as set forth in Schedule 2.1. Such shares have been issued, and transferred, in compliance with all applicable Laws. (b) There are no outstanding options, warrants, rights, securities, debentures, loans or notes convertible or exchangeable for any shares or other securities of the Corporation.
Sample 1
Authorized and Issued Capital of the Corporation. The authorized capital of the Corporation is now, and on the Closing Date shall be, an unlimited number of Class "A", "B", "C", "D" and "
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Authorized and Issued Capital of the Corporation. The authorized share structure of the Corporation consists of an unlimited number of Common Shares, up to 6,000 Series A convertible preferred shares and up to 3,000 Series B convertible preferred shares. As at the date of this Agreement, but prior to the completion of the Offering, there are 11,654,754 Common Shares and 3,000 Series A convertible preferred shares; all issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation. All securities of the Corporation have been issued in compliance with applicable laws and have not been issued in violation of any pre-emptive rights or other contractual rights to purchase securities granted by the Corporation.
Sample 1
Authorized and Issued Capital of the Corporation. The authorized capital of the Corporation consists of fixed and variable shares of which, as of the date of this Agreement, 3,741 fixed shares and 43,190 variable shares are issued and outstanding as fully paid and non-assessable shares.
Sample 1
Authorized and Issued Capital of the Corporation. The authorized capital of the Corporation consists of an unlimited number of Common Shares and 4,514,000 preferred shares, issuable in series. As of the date hereof and as of the Closing Date, subject only to (i) the issuance of the Purchased Shares, and (ii) any issuance of Common Shares pursuant to the instruments described in the next sentence, a total of 27,809,259 Common Shares are and will be validly issued and outstanding as fully-paid and non-assessable shares in the capital of the Corporation. Other than (a) pursuant to the incentive plans of the Corporation described in the Corporation's management information circular filed on SEDAR, and (b) pursuant to the conversion of the Convertible Debentures into a maximum of 5,316,781 Common Shares, no securities exchangeable or exercisable for or convertible into Common Shares or other securities of the Corporation are issued and outstanding and no Person has any agreement or option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option for the purchase of any securities of the Corporation. To the knowledge of the Corporation, no Person beneficially owns or exercises control or direction over 10% or more of the outstanding Common Shares.
Sample 1
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Authorized and Issued Capital of the Corporation. The authorized capital of the Corporation consists of an unlimited number of Common Shares, of which approximately 22,000,000 common shares are outstanding as fully paid and non- assessable shares, an unlimited number of preference shares issuable in series, and an unlimited number of 7% cumulative preference shares. No preference shares are outstanding. Except as listed in Schedule D, no other Voting Securities, or Rights of the Corporation have been issued or are outstanding.
Sample 1
Authorized and Issued Capital of the Corporation. The authorized and issued capital of the Corporation is described under Schedule 3.2(i) and all the outstanding shares of the Corporation have been duly issued and are outstanding as fully paid and non-assessable.‌
Sample 1

Related to Authorized and Issued Capital of the Corporation

  • 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 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 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;

  • Capital of the Company Except as expressly provided for in this Agreement, no Member shall be entitled to withdraw or receive any interest or other return on, or return of, all or any part of its Capital Contribution, or to receive any Company Assets (other than cash) in return for its Capital Contribution. The Class A Member shall not be entitled to make a Capital Contribution to the Company except as expressly authorized or required by this Agreement.

  • 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.

  • Capitalization of the Company (a) Schedule 4.29 sets forth a true and complete list of all of the issued and outstanding Equity Interests of the Company. Such Equity Interests of the Company have been duly authorized, are validly issued and are fully paid and, except to the extent otherwise provided under the law of the Company’s jurisdiction of formation, non-assessable and were issued in conformity with the Organizational Documents of the Company and all applicable contracts or Laws and were not issued in violation of, and are not subject to, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the Organizational Documents of the Company or any contract to which the Company is or was a party or by which it is or was otherwise bound. There are no certificates representing any of the Equity Interests of the Company. Seller has made available to Buyer true and complete copies of the Organizational Documents, minute books, membership interest certificate books, membership interest transfer books and equity ledgers of the Company to the extent the same are in existence. (b) There are no rights or Contracts (including options, warrants, calls and preemptive rights) obligating the Company (A) to issue, sell, pledge, dispose of or encumber any Equity Interest of the Company, (B) to redeem, purchase or acquire in any manner any Equity Interests of the Company or (C) to make any dividend or distribution of any kind with respect to the Equity Interests of the Company (or to allow any participation in the profits or appreciation in value of the Company). There are no outstanding or authorized membership interest appreciation, phantom unit, profit participation, or similar rights affecting the Equity Interests of the Company. There are no agreements, instruments, proxies, judgments or decrees, whether written or oral, express or implied, other than this Agreement, relating to the voting of, sale, assignment, conveyance, transfer, delivery, right of first refusal, option or limitation on transfer of any Equity Interests of the Company.

  • 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.

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

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