Authorized and Outstanding Stock and Other Rights Sample Clauses

Authorized and Outstanding Stock and Other Rights. The authorized capital stock of APB consists of (i) 5,000,000 shares of APB Preferred Stock, of which no shares are issued or outstanding as of the close of business on April 6, 2012, and (ii) 15,000,000 shares of APB Common Stock, of which 4,404,370 shares are outstanding as of the close of business on April 6, 2012. The outstanding shares of APB Common Stock have been duly authorized, are validly issued and outstanding, fully paid and non-assessable, and are not subject to any preemptive rights and were not issued in violation of any preemptive rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which holders of APB Common Stock may vote are issued or outstanding. As of the date hereof, (i) there are no shares of APB Common Stock or preferred stock authorized and reserved for issuance other than those 242,343 shares reserved for issuance under the APB 2007 Restricted Share Plan, (ii) APB does not have any Rights issued or outstanding with respect to APB Common Stock or APB Preferred Stock and (iii) APB does not have any commitment to authorize, issue or sell any APB Common Stock or APB Preferred Stock other than up to 65,549 shares of APB Common Stock pursuant to the terms of outstanding restricted share awards under the APB 2007 Restricted Share Plan.
Sample 1
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Authorized and Outstanding Stock and Other Rights. (a) As of the date hereof, the authorized capital stock of Foundation Bancorp consists of: 26,000,000 shares of capital stock, consisting of (i) 20,000,000 shares of Foundation Bancorp Common Stock, of which 3,655,738 shares are issued and outstanding as of the date hereof (including shares of Foundation Bancorp Restricted Stock and shares of Bank Common Stock that have been converted to shares of Foundation Bancorp Common Stock; and excluding shares of Foundation Bancorp Common Stock issuable upon conversion of the Foundation Bancorp Preferred Stock), (ii) 5,000,000 shares of non-voting common stock, par value $1.00 per share, of which 2,000,000 shares are designated Non-Voting Common Stock, Series A, par value $1.00 per share, none of which are issued and outstanding as of the date hereof, and (iii) 1,000,000 shares of Foundation Bancorp Preferred Stock, of which 15,000 shares are issued and outstanding as of the date hereof. As of the date hereof, there are 213,455 shares of Foundation Bancorp Common Stock authorized and reserved for issuance under Foundation Bancorp’s Long Term Equity Incentive Plan (the “Foundation Bancorp Stock Plan”) and 79,000 outstanding shares of restricted Foundation Bancorp Common Stock (the “Foundation Bancorp Restricted Stock”) thereunder. The outstanding shares of Foundation Bancorp Common Stock, Foundation Bancorp Preferred Stock and Foundation Bancorp Restricted Stock have been duly authorized, are validly issued, fully paid and non-assessable, and are not subject to any preemptive rights and were not issued in violation of any preemptive rights. As of the date hereof, there are no other shares of capital stock or other equity securities of Foundation Bancorp outstanding and no other outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of capital stock of Foundation Bancorp, or contracts, commitments, understandings, or arrangements by which Foundation Bancorp was or may become bound to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock.
Sample 1
Authorized and Outstanding Stock and Other Rights. (a) As of the date hereof, the authorized capital stock of PCC consists of: 50,000,000 shares of PCC Common Stock, of which 19,621,652 shares are issued and outstanding; and 20,000 shares of PCC Preferred Stock, none of which is issued and outstanding. As of the date hereof, the authorized capital stock of PCB consists of: 10,000,000 shares of Common Stock, of which one share is issued and outstanding and owned by PCC. The outstanding shares of PCC Common Stock and PCB Common Stock have been duly authorized, are validly issued, fully paid and non-assessable, and are not subject to any preemptive rights and were not issued in violation of any preemptive rights. As of the date hereof, other than 663,976 shares of PCC Common Stock issuable and reserved for issuance upon exercise of outstanding stock options and restricted stock units, there are no other shares of capital stock or other equity securities of PCC or PCB outstanding or reserved for issuance, and no other outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of capital stock of PCC or PCB, or contracts, commitments, understandings, or arrangements by which PCC or PCB was or may become bound to authorize, issue or sell additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. As of the date hereof, no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which holders of PCC Common Stock may vote are issued or outstanding.
Sample 1

Related to Authorized and Outstanding Stock and Other Rights

  • Adjustments and Other Rights The Exercise Price and the Warrant Share Number shall be subject to adjustment from time to time as follows; provided that if more than one subsection of this Section 12 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 12 so as to result in duplication:

  • Voting and Other Rights (a) Only those Record Holders of Voting Shares on the Record Date set pursuant to Section 7.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Voting Shares have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Voting Shares on such Record Date.

  • Dividend, Voting and Other Rights Except as otherwise provided in this Agreement, the Grantee will have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and receive any dividends that may be paid thereon; provided, however, that any additional Shares or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company will be subject to the same restrictions as the Shares.

  • Capitalization and Other Share Capital Matters The authorized, issued, and outstanding shares of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The shares of Common Stock conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any shares of the Company other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options, and rights. No further approval from Nasdaq or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s shares of Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

  • Capitalization and Other Capital Stock Matters The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectus or upon exercise of outstanding options or warrants described in the Prospectus). The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Common Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Prospectus. The description of the Company's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

  • Ownership of Shares and Other Securities Such Shareholder is the sole beneficial owner of, or exercises control or direction over, the Shareholder Securities, with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever.

  • Transfers and Other Liens; Additional Shares (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement.

  • Stock Ownership and Other Equity Interests Attached hereto as Schedule 7 is a true and correct list of all the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interest of the Borrower and each Subsidiary and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests. Also set forth on Schedule 7 is each equity investment of Holdings, the Borrower or any Subsidiary that represents 50% or less of the equity of the entity in which such investment was made.

  • Special, Indirect and Other Losses EXCEPT (A) IN THE EVENT OF THE WILLFUL MISCONDUCT OR FRAUD OF A PARTY OR OF A PARTY’S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 9 OR SECTION 4.5, (B) AS PROVIDED UNDER SECTION 13.10, AND (C) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR (SUB)LICENSEES SHALL BE LIABLE IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY SPECIAL OR PUNITIVE DAMAGES OR FOR LOSS OF PROFITS SUFFERED BY THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE.

  • Equipment and Other Tangible Property The Company or one of its Subsidiaries owns and has good title to, and has the legal and beneficial ownership of or a valid leasehold interest in or right to use by license or otherwise, all material machinery, equipment and other tangible property reflected on the books of the Company and its Subsidiaries as owned by the Company or one of its Subsidiaries, free and clear of all Liens other than Permitted Liens. All material personal property and leased personal property assets of the Company and its Subsidiaries are structurally sound and in good operating condition and repair (ordinary wear and tear expected) and are suitable for their present use.

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