Authorized and Issued Capital Stock Sample Clauses

Authorized and Issued Capital Stock. (a) The shares of New Common Stock to be issued pursuant to the Plan, including the shares of New Common Stock to be issued in connection with the consummation of the Rights Offering and pursuant to the terms hereof (including the Backstop Fee), will, when issued and delivered on the Closing Date, be duly authorized and validly issued and will be fully paid and non- assessable, and will not be subject to any Liens (other than Permitted Liens and transfer restrictions imposed hereunder or by applicable Law or the Registration Rights Agreement) or any preemptive rights (other than any rights set forth in the Plan or the New Organizational Documents). (b) Except as contemplated by the Plan, as of the Closing Date, no shares of capital stock or other equity securities or voting interest in the Company will have been issued, reserved for issuance or outstanding. (c) Except as described in this Section 4.04 and except as set forth in the Plan, Registration Rights Agreement, the New Organizational Documents, the Emergence Credit Facilities, the Management Incentive Plan or any employment agreement entered into in accordance with the Plan, as of the Closing Date, neither the Company nor any of its Subsidiaries will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, contract, arrangement or undertaking (including any preemptive right) that (i) obligates the Company or any of its Subsidiaries to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, the Company or any of its Subsidiaries, (ii) obligates the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, (iii) restricts the transfer of any shares of capital stock of the Company or any of its Subsidiaries or (iv) relates to the voting of any shares of capital stock of the Company.

Authorized and Issued Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (i) 500,000,000 shares of Common Stock and (ii) 20,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”). As of the date hereof, and before giving effect to any shares issued in connection with any of the transactions contemplated as part of the Equitization Proposals (as defined in the Backstop Agreement, as defined below), (i) 168,882,670 shares of Common Stock were issued and outstanding, (ii) 5,927,039 shares of Common Stock were held in the treasury of the Company, (iii) 27,603,358 shares of Common Stock were reserved for future issuance pursuant to outstanding stock options and other rights to purchase shares of Common Stock and vesting of restricted stock units and restricted stock granted under the Company’s stock option or stock-based compensation plans and (iv) no shares of Preferred Stock were issued and outstanding. The issued and outstanding shares of Common Stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar rights. Except as set forth in this Section 2(d), and except as contemplated by the Investor Rights Agreement, dated as of April 30, 2019 (the “Investor Rights Agreement”), among X. Xxxxx FBR, Inc. (“X. Xxxxx”), Purchaser and the Company, the Backstop Exchange Agreement, dated as of April 30, 2019 (the “Backstop Agreement”), among X. Xxxxx and the Company, the Letter Agreement, dated April 5, 2019 (the “Equity Letter Agreement”), among X. Xxxxx, Purchaser and the Company, and the Agreement, dated as of January 3, 2018 (the “Vintage Letter Agreement”), among the Company, Purchaser, Xxxx Capital Management, LLC and Xxxxx X. Xxxx, as of the date of this Agreement, no shares of capital stock or other equity securities or voting interest in the Company are issued, reserved for issuance, or outstanding. Except as set forth in this Section 2(d), and except as contemplated by the Investor Rights Agreement, the Backstop Agreement, the Equity Letter Agreement, and the Vintage Letter Agreement, as of the date of this Agreement, the Company is not party to or otherwise bound by or subject to any outstanding option, warrant, call, subscription, or other right (including any preemptive right), agreement, or commitment that (w) obligates the Company to issue, deliver, sell transfer repurchase, redeem, or otherwise acq...

Authorized and Issued Capital Stock. (a) As of the Effective Date, the authorized capital stock of the Company will consist of two hundred fifty million (250,000,000) shares of New Common Stock and fifty million (50,000,000) shares of preferred stock, par value $0.01 per share. As of the Effective Date, (i) forty-nine million three hundred eleven thousand six hundred sixty-seven (49,311,667) shares of New Common Stock will be issued and outstanding, (ii) no shares of the preferred stock will be issued and outstanding, (iii) other than the 12.25% Warrants, no warrants to purchase shares of New Common Stock will be issued and outstanding, (iv) no shares of New Common Stock will be held by the Company in its treasury, (v) three million eight hundred eighty-eight thousand eight hundred eighty-nine (3,888,889) shares of New Common Stock will be reserved for issuance upon exercise of stock options and other rights to purchase or acquire shares of New Common Stock granted under any Company Plan, and (vi) other than shares of New Common Stock reserved for issuance upon the exercise of the 12.25% Warrants, no shares of New Common Stock will be reserved for issuance upon the exercise of warrants to purchase shares of New Common Stock. (b) As of the Effective Date, all issued and outstanding shares of capital stock of the Company and each of its Subsidiaries will have been duly authorized and validly issued and will be fully paid and non-assessable, and will not be subject to any preemptive rights. (c) Except as set forth in this Section 5.4, as of the Effective Date, no shares of capital stock or other equity securities or voting interest in the Company will have been issued, reserved for issuance or outstanding. (d) Except as described in this Section 5.4, and except as required by the Plan, as of the Effective Date, neither the Company nor any of its Subsidiaries will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, contract, arrangement or undertaking (including any preemptive right) that (i) obligates the Company or any of its Subsidiaries to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other eq...

Authorized and Issued Capital Stock. (a) As of September 30, 2000, the authorized capital stock of the Company consists of (i) 150,000,000 shares of Common Stock, of which 27,873,457 shares were issued and outstanding, and (ii) 10,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding. Holders of the shares of Common Stock have certain rights pursuant to the terms of a Rights Agreement, dated as of December 3, 1998, between the Company and Registrar and Transfer Company, as rights agent. All of the outstanding shares of Common Stock were validly issued and are fully paid and non-assessable shares. (b) The Company has registered the Common Stock pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), and, to the date hereof, has filed all periodic reports required to be filed under the Exchange Act. The Common Stock is currently included for listing in the Nasdaq National Market.

Authorized and Issued Capital Stock. (a) As of September 30, 1999, the authorized capital stock of the Company consists of (i) 70,000,000 shares of Common Stock, of which 24,550,894 shares were issued and outstanding, and (ii) 5,000,000 shares of preferred stock, $.01 par value per share, of which no shares are issued and outstanding. The shares of Common Stock have certain rights pursuant to the terms of a Rights Agreement, dated as of December 3, 1998, between the Company and Registrar and Transfer Company, as rights agent. All of the outstanding shares of Common Stock were validly issued and are fully paid and non-assessable shares.

Authorized and Issued Capital Stock. On the Effective Date, the authorized capital stock of the Company shall consist of such number of shares of New Common Stock as shall be set forth in the Amended and Restated Constituent Documents and [ ] shares of New Preferred Stock. On the Effective Date, assuming consummation of the transactions contemplated by this Agreement: (i) the only shares of New Common Stock outstanding will be the shares of New Common Stock issued as contemplated by this Agreement and the Plan; and (ii) the only shares of New Preferred Stock outstanding will be the shares of New Preferred Stock issued as contemplated by this Agreement and the Plan.

Authorized and Issued Capital Stock. (a) As of June 10, 1999, the authorized capital stock of the Company consists of (i) 30,000,000 shares of Common Stock, of which 9,909,416 shares are outstanding, and (ii) 5,000,000 shares of preferred stock, $.01 par value per share, of which 300,000 shares have been designated "Series A Junior Preferred Stock" for potential issuance under the terms of the Amended and Restated Rights Agreement, dated as of December 3, 1998, between the Company and American Stock Transfer & Trust Company, as rights agent, and no shares are issued and outstanding as of the date hereof. All of the outstanding shares of Common Stock were validly issued and are fully paid and non-assessable shares. (b) The Company has registered its Common Stock pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act") and is in full compliance with all reporting requirements of the Exchange Act, and the Company has maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the Nasdaq National Market (the "Principal Market").

Authorized and Issued Capital Stock. On the Closing Date: 5.3.1 The Company is authorized, pursuant to its Articles of Incorporation, to issue 100,000,000 shares of capital stock, 90,000,000 of which are common stock, $0.001 par value per share, and 10,000,000 of which are preferred stock, $0.001 par value per share, issuable in one or more series. The Company currently has 7,112,600 shares of Company Common Stock issued and outstanding, and no preferred stock designated, issued or outstanding. The Company Shares have been duly authorized, and when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, will be free of any lien, encumbrance or restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws. 5.3.2 At Closing, no more than 69,703,480 shares of Company Common Stock shall be issued and outstanding. 5.3.3 The Company shall not have any outstanding options or warrants other than those previously disclosed in the latest Company Report on Form 10-K or Form 10-Q (“Latest Company Report”) or otherwise identified in Schedule 5.3.3.

Authorized and Issued Capital Stock. The entire authorized capital stock of Company consists of Ten Thousand (10,000) Shares of which ***** (***) Shares will be issued and outstanding after the issuance of the PVPL Shares. All of the issued and outstanding Shares have been duly authorized, are validly issued, fully paid and nonassessable and are held of record by the Company. As of the date of Closing, the Shares are owned by AAHA (**** Shares) and PVPL (**** Shares).

Authorized and Issued Capital Stock. The authorized capital stock of the Company consists of (i) 105,000,000 shares of Common Stock and (ii) 15,005,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”), of which 5,000 shares were designated Series A Redeemable Preferred Stock, 155,000 were designated Series B Cumulative Redeemable Preferred Stock, 55,000 shares were designated Series C Cumulative Redeemable Preferred Stock, 100 shares were designated Series D Cumulative Redeemable Preferred Stock, 90,000 were designated Series E Cumulative Redeemable Preferred Stock, 54,750 were designated Series E-1 Cumulative Redeemable Preferred Stock, and 240,500 were designated Series F Cumulative Redeemable Preferred Stock. As of November 8, 2018, (i) 38,515,600 shares of Common Stock were issued and outstanding; (ii) no shares of Common Stock were held in the treasury of the Company; (iii) 243,530 shares of Common Stock were reserved for future issuance pursuant to outstanding stock options and other rights to purchase shares of Common Stock and vesting of restricted stock units and restricted stock (each, an “Option” and, collectively, the “Options”) granted under any stock option or stock-based compensation plan of the Company or otherwise (the “Stock Plans”); and (iv) 283,328 shares of Preferred Stock were issued and outstanding, of which no Shares were designated Series A Redeemable Preferred Stock, 155,000 were designated Series B Cumulative Redeemable Preferred Stock, 55,000 were designated Series C Cumulative Redeemable Preferred Stock, 100 were designated Series D Cumulative Redeemable Preferred Stock, 37,500 were designated Series E Cumulative Redeemable Preferred Stock, and 35,728 were designated Series E-1 Cumulative Redeemable Preferred Stock. The issued and outstanding shares of Common Stock of the Company and each of its Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, are not subject to and were not issued in violation of any preemptive or similar rights and were issued in compliance with all applicable laws. Except as set forth in this Section 4(d), as of the date of this Agreement, no shares of capital stock or other equity securities or voting interest in the Company are issued, reserved for issuance, or outstanding. Since the date of this Agreement, no shares of capital stock or other equity securities or voting interest in the Company have been issued or reserved for issuance or become outstanding, other than shar...