Authorized and Issued Stock Sample Clauses

Authorized and Issued Stock. The authorized capital of the Company consists, or will consist immediately prior to the Closing, of (a) 900,000 shares of Common Stock, of which 188,715 shares are issued and outstanding, and (b) 100,0000 shares of preferred stock, of which 0 are issued and outstanding.
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Authorized and Issued Stock. (i) All shares of Reorganized Key Common Stock issued under the Plan, including pursuant to the Rights Offering and (ii) the Preferred Voting Share shall be, upon payment of the applicable purchase price as provided in the Rights Offering Documents and the Fundamental Implementation Agreements, validly issued and outstanding, and free and clear of all withholding taxes, liens, pre-emptive rights, rights of first refusal, subscription and similar rights other than as set forth in the New Key Constituent Documents and the Investor Rights Agreement(s).
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Authorized and Issued Stock. The authorized capital stock of the --------------------------- Corporation consists of an unlimited number of Class "A" Shares, an unlimited number of Class "B" Shares, an unlimited number of Class "C" Shares, an unlimited number of Class "D" Shares, an unlimited number of Class "E" Shares, an unlimited number of Class "F" Shares, an unlimited number of Class "G" Shares and an unlimited number of Class "H" Shares of which there are issued and outstanding such number of shares as are set forth on Schedule 4.6. The Shares represent one- ------------ tenth of all of the issued and outstanding Class "A" Shares in the capital of the Corporation. All of the Shares are duly authorized and validly issued and are outstanding as fully paid and non-assessable. None of the Shares has been issued in violation of, and none of the Shares is subject to, any pre-emptive or subscription rights and except as set forth above, there are no shares in the capital stock or other equity securities of the Corporation outstanding. There are no outstanding subscriptions, warrants, options, agreements, convertible or exchangeable securities or other commitments pursuant to which the Corporation is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Corporation. The sole registered and beneficial owner of all of the issued and outstanding shares of the capital stock of the Corporation are the shareholders listed on Schedule 4.6 hereto (the ------------ "Shareholders").
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Authorized and Issued Stock. The entire authorized capital stock of the Corporation consists of an unlimited number of class A common shares, an unlimited number of class B common shares and an unlimited number of class A preferred shares, of which there are issued and outstanding 9,336,484 class A common shares and 6,332,450 class A preferred shares. All of the Purchased Shares are duly authorized and validly issued and are outstanding as fully paid and non-assessable. None of the Purchased Shares has been issued in violation of, and none of the Purchased Shares is subject to, any pre-emptive or subscription rights and except as set forth above, there are no other shares in the capital stock or other equity securities of the Corporation outstanding. There are no outstanding subscriptions, warrants, options, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments pursuant to which the Corporation is or may become obligated to issue, sell, or otherwise cause to become outstanding, purchase, return or redeem any Purchased Shares or other securities of the Corporation, nor is the Corporation committed to issue any such subscriptions, warrants, options, rights or securities, except that the class A preferred shares are redeemable. Other than Long Term Incentive Plans that have been terminated on Closing, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Corporation. Immediately prior to giving effect to the transactions set forth in Section 2.1, the sole registered and beneficial owners of all of the issued and outstanding shares of the capital stock of the Corporation is the Vendor.
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Authorized and Issued Stock. The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, par value $.001 per share, and 20,000,000 shares of Preferred Stock, $.001 par value. Immediately prior to the Closing, 10,000,000 shares of Common Stock and 7,000,000 of Preferred Stock are issued and outstanding and except as set forth on Schedule 3.1 (d), there are a) no outstanding securities, options or other rights to acquire any capital stock or securities of the Company and b) no agreements made by or known to the Company respecting the voting of any shares of the Company's capital stock.
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Authorized and Issued Stock. Section 4.2(a) of the Disclosure Schedule sets forth the authorized shares of Capital Stock of, or other Equity Interests in, the Company and the number of such shares issued and outstanding as of the date of this Agreement, including a complete list of holders of Capital Stock and Equity Interests and the number of shares owned by each such holder.
Sample 1
Authorized and Issued Stock. The total authorized capital stock of the Company consists of 850 shares, all of which are Common Shares, without par value. Of such authorized shares, a total of twenty (20) are issued and outstanding (each, a "Company Share," and collectively, the "Company Shares"). Ten (10) of the Company Shares are owned of record and beneficially by Xxxx X. Xxxxxx exclusively, and ten (10) of the Company Shares are owned of record and beneficially by Xxxxxxx X. Xxxxx exclusively. All of the Company Shares have been duly authorized and validly issued, are fully paid and nonassessable, and have been issued in compliance with (and since issuance, have not been transferred except in compliance with) all applicable federal and state securities laws and any preemptive rights, rights of first refusal, or similar rights of any person. There does not exist any right or security granted or issued by the Company, either Shareholder or any other person to cause the Company or either Shareholder to issue or sell any shares of capital stock of the Company to any person (including, without limitation, any stock option, warrant, convertible debt obligation, subscription for stock or securities convertible into stock of the Company, or any other similar right, security, instrument or agreement). Neither the Company nor any Shareholder is a party to, and none of the Company Shares is subject to, any close corporation agreement, voting trust agreement, buy-sell agreement, or other similar agreement relating in any way to the voting or the transfer of any Company Shares.
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Related to Authorized and Issued Stock

  • 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 Stock Issuer has taken all necessary corporate and other action to authorize and reserve and, subject to the expiration or termination of any required waiting period under the HSR Act, to permit it to issue, and, at all times from the date hereof until the obligation to deliver Option Shares upon the exercise of the Option terminates, shall have reserved for issuance, upon exercise of the Option, shares of Issuer Common Stock necessary for Grantee to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional shares of Issuer Common Stock or other securities which may be issued pursuant to Section 6 upon exercise of the Option. The shares of Issuer Common Stock to be issued upon due exercise of the Option, including all additional shares of Issuer Common Stock or other securities which may be issuable upon exercise of the Option or any other securities which may be issued pursuant to Section 6, upon issuance pursuant hereto, will be duly and validly issued, fully paid and nonassessable, and will be delivered free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, including without limitation any preemptive rights of any stockholder of Issuer.

  • Cancellation of Treasury Shares Each share of Company Common Stock held in the Company treasury and each share of Company Common Stock, if any, owned by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

  • 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 Shares The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

  • 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.

  • Cancellation of Treasury Stock Each Common Share that is owned by the Company or by any wholly owned subsidiary of the Company shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

  • Authorized Units Subject to the terms of this Agreement, the Company is authorized to issue equity interests in the Company designated as Units. The total number of Units that the Company shall have authority to issue is 1,000, all of which shall be designated as Common Units.

  • Issued Securities All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your authorized capital consists of (i) 105,608,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

  • 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.

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