Authorized and Issued Capital of the Corporation Sample Clauses

Authorized and Issued Capital of the Corporation. The authorized capital of the Corporation consists of an unlimited number of Class “A”, Class “B”, Class “C”, Class “D”, Class “E” Common Shares, and Class “F” Common Shares (collectively, the “Common Shares”), of which [***Redacted – Commercially Sensitive Information***] Class “A” Shares have been duly issued and are outstanding as fully paid and non-assessable. The Purchased Shares represent all of the issued and outstanding securities in the capital of the Corporation and have been issued in compliance with all applicable Laws, provided for greater clarity that the Purchaser recognizes that immediately after Closing, [***Redacted – Commercially Sensitive Information***] Class “D” Shares will be issued to [***Redacted – Commercially Sensitive Information***] Inc. and to [***Redacted – Commercially Sensitive Information***] Inc. pursuant to the Minority Interest Subscription Agreements. The Corporation is a private issuer (as such term is defined in Section 2.4 of National Instrument 45-106 – Prospectus Exemptions). Except as set forth in Section 3.7 of the Disclosure Schedule and approval by the board of directors of the Corporation of the transfer of the Purchased Shares to Purchaser, no other resolution or consent of the directors or shareholders of the Corporation is required to authorize or approve the transfer of the Purchased Shares to the Purchaser or any of the other transactions contemplated by any of the Transaction Documents to which the Corporation is a party. The Common Shares are registered and held beneficially and of record by the Sellers (each as principal and not as mandatary, xxxxx-nom or nominee) as set forth in Exhibit A and were offered, issued, sold and delivered in compliance with the Shareholders’ Agreement, if applicable, and all applicable Laws governing the issuance of securities and were not issued in violation of (or subject to) any preemptive rights (including any preemptive rights set forth in the organizational documents of the Corporation or the Shareholders’ Agreement, if applicable), rights of first refusal or offer or other similar rights.
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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 11,178,234 Common Shares 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 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.‌
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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.
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.
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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.
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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 "
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, 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 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

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 The Company’s authorized capital stock of consists of 100,000,000 shares of common stock, $0.001 par value per share; and, as at the Reference Date (as hereinafter defined) there were <> of common stock issued and outstanding and no shares of preferred stock issued and outstanding. If all of the Offered Shares are sold there will be an aggregate of <> shares issued and outstanding.

  • Authorized Capital Stock The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 551,000,000 shares, consisting of (a) 550,000,000 shares of common stock (the “Common Stock”), including (i) 490,000,000 shares of Class A Common Stock (the “Class A Common Stock”), and (ii) 60,000,000 shares of Class E Common Stock (the “Class E Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”).

  • 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).

  • Capitalization of the Company a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 shares are authorized as Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares are issued and outstanding.

  • Authorized and Outstanding Stock 4 2.5 Subsidiaries .........................................................4 2.6

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