Authorized Capital Stock of the Company Sample Clauses

Authorized Capital Stock of the Company. Common Stock - Forty Million (40,000,000) shares, par value of Ten Cents ($0.10) a share. Preferred Stock - Two Hundred Fifty Thousand (250,000) shares, par value of One Hundred Dollars ($100.00) a share. Class C Preferred Stock - Five Million (5,000,000) shares, no par value. Name Jurisdiction of Organization Type of Entity Material Subsidiaries
Sample 1
AutoNDA by SimpleDocs
Authorized Capital Stock of the Company. The authorized capital stock of the Company consists of 50,000,000 shares of Class A Common Stock, 2,000,000 shares of Class B Common Stock, and 5,000,000 shares of Preferred Stock, par value $.01 per share, of which 4,985,393, 522,955 and 0 shares, respectively, were issued and outstanding as of the close of business on January 4, 2000. The Class A Common Stock and Class B Common Stock are identical in their powers, rights and preferences, except that each share of Class A Common Stock carries one vote and each share of Class B Common Stock carries five votes. As of the close of business on January 5, 2000 there were outstanding under the Company's Stock Option Plans, options to acquire an aggregate of 1,126,600 shares of Class A Common Stock and 0 shares of Class B Common Stock. Set forth on Schedule 2.4(a) of the Company Disclosure Letter is a list of all such outstanding options, their respective exercise prices, and scheduled vesting and expiration dates. All issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. As of the date hereof, the Company has outstanding (i) a $1,500,000 5% Subordinated Convertible Note Due 2000, convertible at the option of the holder at any time prior to maturity into shares of Class A Common Stock at a conversion price of $3.50 per share (the "2000 Note"), and (ii) a warrant to acquire 30,000 shares of Class A Common Stock for an exercise price of $3.50 per share (the "GFG Warrant").
Sample 1
Authorized Capital Stock of the Company. (a) The authorized capital stock of the Company consists of Five Million (5,000,000) shares of Common Stock, $0.01 par value. As of the date hereof, 2,030,084 shares of Company Common Stock are issued and outstanding, all of which are duly and validly issued and outstanding, fully paid and nonassessable and have not been issued in violation of the preemptive rights of any shareholder or the rights of first refusal or the rights of participation or any similar rights of any third person, except rights, if any, that have been waived. As of the date hereof, 831,667 shares of Company Common Stock are held in the Company's treasury. Shares of the Company Common Stock are the only outstanding shares of any class or series of capital stock of the Company. All of the outstanding shares of Common Stock of the Company have been issued in transactions which were exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and all applicable state securities -------------- laws and Blue Sky Laws. The Company currently has options to purchase a total of 1,363,200 shares of Company Common Stock outstanding. Except as set forth in the immediately preceding sentence, neither the Company nor its subsidiaries have any outstanding convertible securities, subscriptions, options, warrants, preemptive rights or other agreements or commitments obligating it to issue shares of the Company Capital Stock or relating to the transfer or registration of the Company Capital Stock. There are no phantom stock rights, stock appreciation rights or other similar rights in existence to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries are bound. None of the outstanding shares of stock of the Company are subject to any preemptive rights, rights of first refusal or rights of participation. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or by which they are bound relating to the voting or registration of any shares of Capital Stock of the Company or any of its subsidiaries. There are no outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any of their respective securities. There are no outstanding contractual obligations of the Company or any of its subsidiaries to provide funds to, or make any investment (in the form of a loan, capital co...
Sample 1
Authorized Capital Stock of the Company. As of the date hereof, --------------------------------------- the authorized capital stock of the Company consists of 22,000 shares of Series A common stock, par value 1,000 Mexican currency per share, 67,444,598 shares of Series B common stock, par value 1,000 Mexican currency per share, and 3,059,694 shares of Series C common stock, par value 1,000 Mexican currency per share, all of which shares are issued and outstanding. As of the Closing Date, the authorized capital stock of the Company will consist of 72,000 shares of Series B-1 common stock, par value 1 Mexican currency per share, and 70,504,292 shares of Series B-2 common stock, par value 1 Mexican currency per share, all of which shares will be issued and outstanding. All of the issued and outstanding shares of the Company are as of the date hereof, and will be as of the Closing Date, duly authorized and validly issued and fully paid and nonassessable.
Sample 1

Related to Authorized Capital Stock of the Company

  • 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.

  • 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 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.

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

  • 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.

  • 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 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.

  • Issuance of the Company’s Common Stock The sale of the shares of Common Stock shall be made in accordance with the provisions and requirements of Regulation D and any applicable state securities law.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock 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 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 capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects 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 in all material respects 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;

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!