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) 10,000,000 shares of Company Common Stock, and (ii) 5,000,000 shares of Company Preferred Stock, of which 1,205,043 shares are designated as Company Series A Preferred Stock, 767,512 shares are designated as Company Series B Preferred Stock and 700,000 shares are designated as Company Series C Preferred Stock. A total of 2,629,629.856 shares of Company Common Stock, 1,191,210 shares of Company Series A Preferred Stock, 619,570 shares of Company Series B Preferred Stock and 651,764 shares of Company Series C 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 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 requirements of Applicable Laws and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by Company. 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 (after giving effect to any anti-dilution and similar adjustments).
Sample 1See All (5)
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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 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 the Company consists solely of (i) 57,715,505 shares of Company Common Stock, and (ii) 14,583,346 shares of Company Preferred Stock, of which 10,560,357 shares are designated as Company Series A Stock and 4,022,989 shares are designated as Company Series B Stock. A total of 17,901,090 shares of Company Common Stock, 10,344,840 shares of Company Series A Stock and 3,017,243 shares of Company Series B 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. 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 the Company in material compliance with all applicable Legal Requirements and all requirements set forth in the Contracts applicable to such sales to which the Company is a party. There is no Liability for dividends accrued and unpaid by the Company. As of April 25, 2011, each share of Company Series A Stock is convertible into 2.3014012 shares of Company Common Stock. As of April 25, 2011, each share of Company Series B Stock is convertible into 1.2305352 shares of Company Common Stock. There are fewer than 35 Company Stockholders or Holdco Stockholders that are not “accredited investors” (as defined in Rule 501 of the Securities Act).
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 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 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
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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) 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 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.

  • 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.

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

  • Conversion into the Borrower's Common Stock (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

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

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.2.

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