Authorized and Outstanding Clause Samples
Authorized and Outstanding. Capital Stock of the Company. The authorized capital stock of the Company consists solely of 51,000,000 shares of Company Common Stock, 2,889,962 shares of Company Series A Stock, 6,026,158 shares of Company Series B Stock, 5,048,270 shares of Company Series C Stock and 7,171,315 shares of Company Series D Stock. A total of 6,282,283 shares of Company Common Stock, 2,889,962 shares of Company Series A Stock, 5,952,824 shares of Company Series B Stock, 5,020,364 shares of Company Series C Stock and 7,076,225 shares of Company Series D Stock are issued and outstanding as of the Agreement Date. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. The numbers and kind of issued and outstanding shares of Company Capital Stock held by each Company Shareholder as of the Agreement Date are set forth on Schedule 3.4(a)-1 of the Company Disclosure Letter, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a)-1 of the Company Disclosure Letter and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a)-1 of the Company Disclosure Letter except for shares of Company Capital Stock issued pursuant to the exercise of outstanding Company Options listed on Schedule 3.4(b)-1 of the Company Disclosure Letter or Company Warrants listed on Schedule 3.4(b)-2 of the Company Disclosure Letter or pursuant to the conversion of outstanding shares of Company Preferred Stock. Schedule 3.4(a)-2 of the Company Disclosure Letter sets forth as of the Agreement Date all holders of Unvested Company Shares, and for each such Company Shareholder, (i) the number of Unvested Company Shares held, (ii) the terms of the Company's rights to repurchase such Unvested Company Shares, (iii) the schedule on which such rights lapse and (iv) whether such repurchase rights lapse in full or in part as a result of any of the transactions contemplated by this Agreement or any Company Ancillary Agreement or upon any other event or condition. All issued and outstanding shares of Company Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth i...
Authorized and Outstanding. Capital Stock of the Company. The authorized capital stock of the Company consists solely of 117,000,000 shares of Company Common Stock and 96,000,000 shares of Company Series A Stock. A total of 7,488,242 shares of Company Common Stock and 81,976,966 shares of Company Series A Stock are issued and outstanding as of the Agreement Date. Each share of Company Preferred Stock is convertible (or shall be upon the filing of the Certificate of Amendment) into one share of Company Common Stock. The numbers and kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date are set forth on Schedule 3.4(a) of the Company Disclosure Letter, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter except for shares of Company Capital Stock issued pursuant to the exercise of outstanding Company Options listed on Schedule 3.4(b)-1 of the Company Disclosure Letter or Company Warrants listed on Schedule 3.4(b)-2 of the Company Disclosure Letter, the conversion of convertible promissory notes or pursuant to the conversion of outstanding shares of Company Preferred Stock. The Company holds no treasury shares. All issued and outstanding shares of Company Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and, except under the agreements to be terminated pursuant to Section 10.11 hereof, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company.
Authorized and Outstanding. Company, upon entry into this AIP, has 400,000,000 common shares authorized, and 50,000,000 preferred shares authorized.
Authorized and Outstanding. Capital Stock of the Purchaser. Immediately prior to the consummation of the merger of Windward Acquisition/MS, LLC with and into the Company, the authorized capital stock of the Purchaser consists of 165,700 shares of Series A Convertible Preferred Stock, $10.00 par value, of which no shares are outstanding, 5,000,000 shares of Series B 10% Convertible Cumulative Preferred Stock, $10.00 par value, of which 2,938,213 shares are issued and outstanding, 1,000,000 shares of Series C 8.5% Cumulative Preferred Stock, $20.00 par value, of which 50,226.5 shares are issued and outstanding, 1,000,000 shares of Series E Preferred Stock, of which 83,318 shares are issued and outstanding, and 2,000,000 shares of Common Stock, $1.00 par value, of which 217,750.09 shares are issued and outstanding.
Authorized and Outstanding. Capital Stock Schedule 3.03(b)......
Authorized and Outstanding. Capital Stock of Merged Company and WHC. The Merged Company has 60,000 shares of common stock authorized, of which 1000 are outstanding. It has no other class of capital stock authorized. WHC has 20,000,000 shares of its common stock authorized. It has no other shares of capital stock authorized. All outstanding shares of common stock of the Merging Company are entitled to vote on the Merger.