Authorized and Outstanding Capital Sample Clauses

Authorized and Outstanding Capital. The authorized capital stock of the Company consists of 173,975,000 shares, consisting of 124,000,000 shares of Company Common Stock, of which 33,310,294 shares have been issued and are outstanding as of the date of this Agreement, and 49,975,000 shares of Company Preferred Stock, of which 29,239,504 shares have been issued and are outstanding as of the date of this Agreement. The Company Preferred Stock consists of (i) 2,353,000 shares that are designated Series A Preferred Stock, of which 2,352,940 shares have been issued and are outstanding as of the date of this Agreement, (ii) 4,085,000 shares that are designated Series B Preferred Stock, of which 4,032,869 shares have been issued and are outstanding as of the date of this Agreement, (iii) 4,787,000 shares that are designated Series C Preferred Stock, of which 4,786,974 shares have been issued and are outstanding as of the date of this Agreement, and (iv) 38,750,000 shares that are designated Series AA Preferred Stock, of which 18,066,721 shares have been issued and are outstanding as of the date of this Agreement. The Company does not hold any shares of its capital stock in its treasury as of the date of this Agreement. The Company has never declared or paid any dividends on any shares of capital stock of the Company. Part 2.3(a)(i) of the Disclosure Schedule identifies each stockholder of the Company and the number of shares of Company Capital Stock held by such stockholder, as of the date of this Agreement. All of the outstanding shares of Company Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in Part 2.3(a)(ii) of the Disclosure Schedule: (1) none of the outstanding shares of Company Capital Stock is entitled or subject to any preemptive right, right of participation, or any similar right; (2) none of the outstanding shares of Company Capital Stock is subject to any right of first refusal or similar right in favor of the Company or any other Person; and (3) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Capital Stock. Except as set forth in Part 2.3(a)(iii) of the Disclosure Schedule, the Company does not have the right (other than in connection with the termination of services of or by a former service provider of an Acquired Company), n...
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Authorized and Outstanding Capital. The issued share capital of VIMCO Singapore consists of 500,000 ordinary shares, all of which have been fully paid. The authorized capital stock of VESI consists of 100 shares of common stock, par value $0.001 per share, of which 100 shares are issued and outstanding. All of such issued and outstanding shares of the Purchased Companies are owned of record and beneficially by Seller and constitute the Purchased Shares.
Authorized and Outstanding Capital. The authorized and outstanding capital of the Borrower and each Guarantor is as set out in Schedule “D” and each of the shares indicated in such schedule has been issued and is outstanding as fully paid and non-assessable and none of such shares is subject to any voting trust or shareholders’ agreement.
Authorized and Outstanding Capital. The authorized capital stock of the Company consists of 11,000,000 shares of Common Stock, 3,600,000 shares of Series A Preferred and 2,200,000 shares of Series B Preferred. At the close of business on the date of this Agreement (i) 2,821,570 shares of Common Stock are issued and outstanding; (ii) no shares of Common Stock are held by subsidiaries of the Company; (iii) no shares of Common Stock are held in treasury by the Company or by any subsidiary of the Company; (iv) 1,235,000 shares of Common Stock are reserved for issuance upon the exercise of outstanding options to purchase Common Stock under the Stock Plans, (v) no additional shares of Common Stock are reserved for future issuance pursuant to the Stock Plans, (vi) 3,600,000 shares of Series A Preferred are issued and outstanding and (vii) 2,200,000 shares of Series B Preferred are issued and outstanding. All issued and outstanding shares of Common Stock, Series A Preferred and Series B Preferred are validly issued, fully paid and nonassessable and were offered, issued, sold and delivered by the Company in compliance with all applicable Legal Requirements, including all Legal Requirements concerning the issuance of securities. Section 2.3 of the Disclosure Letter sets forth the name of each record holder of Common Stock, Series A Preferred and Series B Preferred and the number of shares of Common Stock, Series A Preferred and Series B Preferred held of record by such holder. If the Closing occurs on or prior to February 2, 2008, all shares of Series A Preferred and Series B Preferred shall have been converted into Common Stock. If the Closing occurs after February 2, 2008, all shares of Series A Preferred Stock shall have been converted into Common Stock. All repurchases of Company
Authorized and Outstanding Capital. The Company has agreed to purchase a total of 685,000 Ordinary Shares of the Company from its employees at a price of $4.188 per share. None. None. None.
Authorized and Outstanding Capital. The authorized capital of SLSC consists of 48,500,000 SLSC Common Shares, par value $0.01 per share, 510,000 shares of Class A Common Stock, and 1,000,000 shares of preferred stock, par value $.01 per share. The issued and outstanding share capital of SLSC will on Closing consist of (i) 518,736 SLSC Common Shares, which shares on Closing shall be validly issued and outstanding as fully paid and non-assessable shares, and (ii) stock purchase warrants exercisable for 250,000 SLSC Common Shares.

Related to Authorized and Outstanding Capital

  • 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 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 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;

  • STAFF COMMITMENT If this Settlement Agreement is accepted by the Hearing Panel, Staff will not initiate any proceeding under the By-laws of the MFDA against the Respondent in respect of the facts set out in Part IV and the contraventions described in Part V of this Settlement Agreement, subject to the provisions of Part IX below. Nothing in this Settlement Agreement precludes Staff from investigating or initiating proceedings in respect of any facts and contraventions that are not set out in Parts IV and V of this Settlement Agreement or in respect of conduct that occurred outside the specified date ranges of the facts and contraventions set out in Parts IV and V, whether known or unknown at the time of settlement. Furthermore, nothing in this Settlement Agreement shall relieve the Respondent from fulfilling any continuing regulatory obligations.

  • Working Capital Warrants Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.

  • Net Working Capital At least three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.

  • FUNDING AVAILABILITY This Contract is contingent upon the continued availability of funding. If funds become unavailable through the lack of appropriations, legislative or executive budget cuts, amendment of the Appropriations Act, state agency consolidation or any other disruptions of current appropriations, DFPS will reduce or terminate this Contract.

  • Equity Commitment (a) This letter agreement confirms the commitment of each Sponsor, severally and not jointly, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto (such amount with respect to each Sponsor, subject to adjustment pursuant to Section 1(b) below, is referred to as such Sponsor’s “Equity Commitment”), which will be used by Parent solely for the purpose of funding the aggregate Merger consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund pursuant to, and in accordance with, the Merger Agreement, together with related fees and expenses; provided that (i) no Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) to Parent; and (ii) the liability of each Sponsor hereunder shall not exceed its Equity Commitment, and the liability of the Sponsors, collectively, shall not exceed the Aggregate Commitment. (b) Each Sponsor may effect the funding of its Equity Commitment directly or indirectly through one or more Affiliates of such Sponsor or any other investment fund advised, managed and/or appointed by an Affiliate of such Sponsor or any other private equity fund who is a limited partner of such Sponsor or of an Affiliate of such Sponsor. No Sponsor will be under any obligation under any circumstances to contribute more than the amount of its Equity Commitment to Parent, Merger Sub or any other Person. In the event Parent does not require an amount equal to the Aggregate Commitment in order to consummate the Merger, the amount of each Sponsor’s Equity Commitment to be funded under this letter agreement shall be reduced by Parent on a pro rata basis, to the level sufficient for, in combination with any other financing arrangements that may be contemplated by the Merger Agreement, Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger Agreement.

  • Reduction of Total Commitment The Borrower shall have the right at ----------------------------- any time and from time to time upon five (5) Business Days prior written notice to the Agent to reduce by $2,500,000 or an integral multiple of $500,000 in excess thereof or terminate entirely the Total Commitment, whereupon the Commitments of the Banks shall be reduced pro rata in accordance with their --- ---- respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Borrower delivered pursuant to this (S)2.3, the Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduction or termination of the Commitments may be reinstated.

  • Minimum Amount of Each Borrowing; Maximum Number of Borrowings The aggregate principal amount of each Borrowing of Loans shall be in a multiple of $100,000 and shall not be less than the Minimum Borrowing Amount. More than one Borrowing may occur on any date; provided that at no time shall there be outstanding more than four (4) Borrowings of LIBOR Loans under this Agreement.

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