Authorized and Outstanding Capital Stock of Company Sample Clauses

Authorized and Outstanding Capital Stock of Company. The authorized capital stock of the Company consists solely of (i) 332,500,000 shares of Company Common Stock, par value $0.0001 per share, and (ii) 249,877,800 shares of Company Preferred Stock, par value $0.0001, of which 29,407,695 shares are designated as Series C-1 Preferred Stock, 39,320,037 shares are designated as Series C-2A Preferred Stock, 71,516,656 shares are designated as Series C-2B Preferred Stock, 45,333,412 shares are designated as Series D Preferred Stock and 64,300,000 shares are designated as Series E Preferred Stock. A total of 12,054,336 shares of Company Common Stock, 28,872,721 shares of Series C-1 Preferred Stock, 38,994,639 shares of Series C-2A Preferred Stock, 70,345,689 shares of Series C-2B Preferred Stock, 44,047,993 shares of Series D Preferred Stock and 57,118,400 shares of Series E Preferred Stock are issued and outstanding as of the Agreement Date. The Company holds no treasury stock. The number of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is set forth on Schedule 2.2(a)-1 of the Company Disclosure Letter. No shares of Company Capital Stock are issued or outstanding as of the Closing Date that are not set forth on Schedule 2.2(a)-1 except for shares of Company Common Stock issued pursuant to the exercise of outstanding Company Options or Company Warrants listed on Schedule 2.2(b). All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission or “put” right, right of first refusal, preemptive right or “call” right, and have been offered, issued, sold and delivered by Company in material compliance with all applicable Legal Requirements and all requirements set forth in applicable Contracts. The Company has never declared or paid any dividends on any shares of Company Capital Stock. There is no Liability for dividends accrued and unpaid by Company. As of the date of the Agreement, each share of Company Preferred Stock is, and will be as of the Closing Date, convertible into one share of Company Common Stock. Each Company Stockholder listed in the Spreadsheet or the Company Capitalization Certificate holds good and valid title to the shares of Company Capital Stock listed in the Spreadsheet or in the Company Capitalization Certificate as being held by such Company Stockholder. Each of the Company Preferred Stockholders is an accredited ...
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Authorized and Outstanding Capital Stock of Company. The authorized capital stock of Company consists solely of 150,000,000 shares of Company Common Stock and 117,180,000 shares of Company Preferred Stock, consisting of 36,000,000 shares designated as Company Series 1 Preferred Stock, 25,000,000 shares designated as Company Series 2 Preferred Stock, 19,000,000 shares designated as Company Series 2-A Preferred Stock, 30,000,000 shares designated as Company Series 3 Preferred Stock, and 7,180,000 shares designated as Company Special Junior Preferred Stock. A total of 360,830 shares of Company Common Stock are issued and outstanding as of the Agreement Date. A total of 29,448,514 shares of Company Series 1 Preferred Stock, 10,267,139 shares of Company Series 2 Preferred Stock, 8,120,113 shares of Company Series 2-A Preferred Stock, 24,320,311 shares of Company Series 3 Preferred Stock and 7,177,921 shares of Company Special Junior Preferred Stock, are issued and outstanding as of the Agreement Date. The numbers of issued and outstanding shares of Company Common Stock and Company Preferred Stock held by each Company Stockholder are set forth in Schedule 3.4(a) of the Company Disclosure Letter, and no shares of Company Common Stock or Company Preferred Stock are issued or outstanding as of the Agreement Date that are not set forth in Schedule 3.4(a) of the Company Disclosure Letter and no such shares will be issued or outstanding as of the Closing Date that are not set forth in Schedule 3.4(a) of the Company Disclosure Letter except for shares of Company Common Stock issued pursuant to the exercise of Company Options listed in Schedule 3.4(b)-1 of the Company Disclosure Letter that are outstanding as of the Agreement Date. The information set forth on the Closing Capitalization Certificate with respect to the information set forth on Schedule 3.4(a) of the Company Disclosure Letter will be, as of the Closing Date, true and correct. All issued and outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by Company in compliance in all material respects with all Applicable Laws and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by Company.
Sample 1
Authorized and Outstanding Capital Stock of Company. The authorized capital stock of Company consists solely of 35,000,000 shares of Company Common Stock, 2,886,000 shares of Company Series A Preferred Stock and 12,900,000 shares of Company Series B Preferred Stock. A total of 15,936,569 shares of Company Common Stock are issued and outstanding as of the Agreement Date. A total of 1,126,000 shares of Company Series A Preferred Stock are issued and outstanding as of the Agreement Date. A total of 8,297,643 shares of Company Series B Preferred Stock are issued and outstanding as of the Agreement Date. All issued and outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by Company in compliance with all requirements of Applicable Laws and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by Company.
Sample 1
Authorized and Outstanding Capital Stock of Company. The authorized capital stock of Company consists solely 117,408 shares of Company Stock, of which 110,593 shares of Company Stock are issued and outstanding as of the Agreement Date. The number of issued and outstanding shares of Company Stock held by each Company Stockholder as of the Agreement Date is set forth in Section 3.4(a) of the Company Disclosure Schedule. 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 any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by Company in compliance with all requirements of Applicable Law and all material requirements set forth in applicable Company Material Contracts. There is no liability for dividends accrued and unpaid by Company.
Sample 1
Authorized and Outstanding Capital Stock of Company. The authorized capital stock of the Company consists solely of 1,751,985 shares of Company Stock. The number of issued and outstanding shares of Company Stock held by each Shareholder as of the Agreement Date is set forth in Section 3.4(a) of the Company Disclosure Schedule. 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 any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by Company in compliance with all requirements of Applicable Law and all material requirements set forth in applicable Company Material Contracts. There is no liability for dividends accrued and unpaid by Company.
Sample 1
Authorized and Outstanding Capital Stock of Company. The authorized capital stock of Company consists solely of 25,000,000 shares of Company Common Stock. A total of 8,809,575 shares of Common Stock are issued and outstanding as of the date of this Agreement. The number of issued and outstanding shares of Company Common Stock held by each Company Shareholder is set forth in SCHEDULE 2.3(a), and no shares of Company Common Stock are issued or outstanding that are not set forth in SCHEDULE 2.3(a). Company holds no treasury shares. To Company's knowledge, each Company Shareholder has good and marketable title to that number of shares of Company Common Stock as set forth beside such Company Shareholder's name on SCHEDULE 2.3(a), free and clear of all encumbrances, liens, agreements, voting trusts, proxies and other arrangements or restrictions of any kind whatsoever. No equity securities of Company shall be issued and outstanding at the Effective Time other than Company Common Stock and Company Options. All issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission, right of first refusal or preemptive right and have been offered, issued, sold and delivered by Company in compliance with all requirements of applicable laws and all requirements sets forth in applicable agreements or instruments. There is no liability for dividends accrued and unpaid by Company. The vote required to approve this Agreement, the Merger and the transactions contemplated hereby is a majority of the Company Common Stock. The term "KNOWLEDGE," when used with reference to: (i) a Significant Shareholder, means the knowledge of such individual after reasonable inquiry; (ii) Company, means the collective knowledge of its directors and Xxxxxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxx, Xxxxx Xxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxxx and Xxxxxxx Xxxxxxxx, after reasonable inquiry by such persons; and (iii) Parent, means the collective knowledge of its officers and directors, after reasonable inquiry by such persons.
Sample 1
Authorized and Outstanding Capital Stock of Company. The authorized capital stock of Company consists solely of 10,332,000 shares of which: 6,666,000 shares are designated as Company Common Stock, of which 643,791 shares are issued and outstanding; 2,000,000 shares are designated as Company Series A Stock, of which 2,000,000 shares are issued and outstanding;
Sample 1
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Related to Authorized and Outstanding Capital Stock of Company

  • Authorized and Outstanding Capital Stock As of the date hereof, the authorized capital stock of the Company consists of (A) 750,000,000 shares of Common Stock, and (B) 50,000,000 shares of Preferred Stock, none of which are issued and outstanding. No shares of Common Stock are held in the treasury of the Company.

  • Outstanding Capital Stock The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of any preemptive or similar rights of any stockholder of the Company.

  • Authorized and Outstanding Stock (a) The authorized capital stock of the Company consists of 500,000,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”) and 7,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). Of such Preferred Stock, 4,000,000 shares are designated as Series A Preferred Stock and upon the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, 800,000 shares will be designated as the Series B Preferred Stock.

  • Authorized Capital Stock The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 300,000,000 shares, consisting of (a) 200,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) and (b) 100,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving 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.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Outstanding Common Stock The number of shares of Common Stock at any time outstanding shall (A) not include any shares thereof then directly or indirectly owned or held by or for the account of the Issuer or any of its Subsidiaries, and (B) be deemed to include all shares of Common Stock then issuable upon conversion, exercise or exchange of any then outstanding Common Stock Equivalents or any other evidences of Indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for shares of Common Stock or Other Common Stock.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

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