Authorized Capital; Outstanding Shares Sample Clauses

Authorized Capital; Outstanding Shares. (a) The authorized capital stock of ITS PLC consists solely of (i) 350,000,000 ITS Ordinary Shares, of which 242,926,526 ITS Ordinary Shares have been issued and are outstanding as of the date of this Agreement. Each of the ITS Ordinary Shares 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 issued and outstanding ITS Ordinary Shares has been issued in violation of shareholder preemptive rights. ITS PLC has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time for equity securities of ITS PLC, except as follows: 550,000 issued and outstanding options to purchase the corresponding number of Ordinary Shares, 19,511,358 issued and outstanding warrants to purchase the corresponding number of Ordinary Shares, and issued and outstanding debt instruments convertible into 1,586,000 Ordinary Shares.
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Authorized Capital; Outstanding Shares. (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.
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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.
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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

  • 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.

  • Outstanding Shares On the Closing Date, Pubco will have not more than 95,366,525 common shares issued and outstanding in the capital of Pubco after giving effect to the cancellation and issuance of the Pubco Shares contemplated in this Agreement, and to the private placement agreement referenced in below article 6.13.

  • Revolving Outstandings If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrower shall immediately prepay Revolving Loans, Swingline Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless, after the prepayment of the Revolving Loans and Swingline Loans, the Total Revolving Outstandings exceed the Revolving Facility at such time.

  • 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.

  • 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.

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

  • 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.

  • Ownership of Outstanding Shares Without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Share Provisions, Parent covenants and agrees in favour of ExchangeCo that, as long as any outstanding Exchangeable Shares are owned by any person or entity other than Parent or any of its Affiliates, Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding voting shares in the capital of ExchangeCo.

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