Authorized Capital; Outstanding Shares Sample Clauses

Authorized Capital; Outstanding Shares. A-26 (a) The authorized capital stock of WE JAC consists solely of 2,600,000 shares of a single class of common stock, $0.01 par value, of which 1,333,625 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of WE JAC issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of WE JAC has been issued in violation of shareholder preemptive rights. Except as disclosed in the WE JAC Disclosure Letter, WE JAC has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time equity securities of WE JAC. (b) The authorized capital stock of Precision Tune consists solely of 1,000 shares of a single class of common stock, $0.01 par value, of which 1,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of Precision Tune issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of Precision Tune has been issued in violation of shareholder preemptive rights. Precision Tune has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time equity securities of Precision Tune. (c) The authorized capital stock of National 60 Minute Tune consists solely of 50,000 shares of a single class of common stock, $1.00 par value, of which 500 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of National 60 Minute Tune issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of National 60 Minute Tune has been issued in violation of shareholder preemptive rights. National 60 Minute Tune has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time equity securities of National 60 Minute Tune. (d) The authorized capital stock of PTW consists solely of 1,000,000 shares of a single class of common stock, $1.00 par value, of which 1,000 shares have been issued and ...
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Authorized Capital; Outstanding Shares. 3 2.8 Litigation . . . . . . . . . . . . . . . . . . . . . . . . 3 2.9
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Authorized Capital; Outstanding Shares. The Company is authorized to issue 75,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. As of March 31, 1997, there were 22,516,863 shares of Common Stock and 100,000 shares of Preferred Stock outstanding. No shares of capital stock, or securities convertible into or exercisable for capital stock or other rights affecting the capital stock, have been issued since such date except for issuances pursuant to the Company's equity compensation plans or pursuant to outstanding options, warrants or rights, in each case as described in the 1996 10-K. All outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of Common Stock were issued in violation of the preemptive rights, if any, of any stockholders of the Company.
Sample 1
Authorized Capital; Outstanding Shares. Immediately prior to the Closing, the issued and outstanding capital stock of PFP consisted solely of 8,998 shares of Series A common stock and 3,861,000 shares of Series B common stock, which collectively constitute a single class of common stock, each share of which has a par value of One Mexican Peso and all of which shares are owned and held (and as of Closing will be owned and held) by the PFP Stockholders as set forth in Schedule I to this Agreement. PFP Share Consideration has been duly authorized to be issued to PAC Mexico in accordance with Section 1.2 hereof. The total authorized capital stock of PFP is stated in Schedule II. The capital stock of each of the Praxis Companies consists solely of the number of authorized, issued and outstanding shares which have a par value and are owned and held (and as of Closing will be owned and held) by the persons identified in Schedule II of this Agreement. Each of the shares of the capital stock of each of the Praxis Companies which has been issued and is outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of any of the Praxis Companies has been issued in violation of shareholder preemptive rights, and each of such shares has been offered, issued, sold and delivered by the relevant Praxis Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of all applicable federal and state securities laws. None of the Praxis Companies have issued or outstanding equity securities, debt securities or other instruments which are convertible at any time into equity securities of any of the Praxis Companies. Immediately following the transactions described in Article I of this Agreement, PAC Mexico will own all but one issued and outstanding share of capital stock in PFP, and the remaining issued and outstanding share of capital stock in PFP will be owned by PAC VA. LLC.
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Related to Authorized Capital; Outstanding Shares

  • Outstanding Shares On the Closing Date, Pubco shall have no more than 55,000,000 common shares issued and outstanding in the capital of Pubco after giving effect to issuance of the Pubco Shares and the share cancellations described in this Agreement.

  • 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; Options, etc The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • Authorized Capital; Options The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized but unissued shares of Common Stock or any security convertible into shares of Common Stock, or any contracts or commitments to issue or sell Common Stock or any such options, warrants, rights or convertible securities.

  • Outstanding Stock All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • 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.

  • 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;

  • Aggregate Principal Amount The aggregate principal amount of the Senior Notes that may be authenticated and delivered under this First Supplemental Indenture shall be unlimited; provided that the Obligor complies with the provisions of this First Supplemental Indenture.

  • Amount of Swing Line Loans Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on the date of the initial Credit Extension hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as well, from and including the Restatement Effective Date and prior to the Facility Termination Date, the Swing Line Lender agrees, on the terms and conditions set forth in this Agreement, to make Swing Line Loans in Dollars to the Borrower from time to time in an aggregate principal amount not to exceed the Swing Line Commitment, provided that (i) the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate Commitment and (ii) at no time shall the sum of (a) the Swing Line Loans then outstanding, plus (b) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1 (including its participation in any Facility LCs), exceed the Swing Line Lender’s Commitment at such time. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Facility Termination Date.

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