Authorized, Issued and Outstanding Capital Sample Clauses

Authorized, Issued and Outstanding Capital. Before giving effect to the sale and purchase of the Purchased Shares provided for in this Agreement, the authorized and outstanding shares in the capital of the Corporation are an unlimited number of Common Shares, of which [number of shares outstanding before financing] shares are issued and outstanding and an unlimited number of Preferred Shares, all of which are designated Class A Preferred Shares and [none if first issuance of preferred shares or number of preferred shares outstanding if a subsequent issuance] of which are issued and outstanding. The Common Shares and Class A Preferred Shares shall have the rights, preferences, privileges and restrictions set forth in the Articles of Amendment. All such shares have been duly authorized, are validly issued in compliance with applicable laws, and are fully paid and non-assessable. The Corporation has reserved [number of shares in option pool] Common Shares for issuance to employees, consultants and directors pursuant to [[its existing stock option plan, under which options to purchase [number of options that have been granted] Common Shares are issued and outstanding as of the date of this Agreement] or [a stock option plan to be approved by the board of directors subsequent to Closing Date]. The issuance of the Purchased Shares has been duly authorized and, upon their issuance in accordance with the terms of this Agreement and assuming payment in full of the purchase price, the Purchased Shares will be validly issued as non-assessable Class A Preferred Shares in the capital of the Corporation. The Purchased Shares will be free of any liens or encumbrances created by or imposed upon the Investors; provided, however, that the Purchased Shares are subject to restrictions on transfer as set forth herein and in the Shareholder Agreement. The Purchased Shares were offered and, when issued in accordance with the terms of this Agreement, will be issued and sold in compliance with all applicable securities laws (assuming the accuracy of the representations and warranties made to the Corporation by the Investors in this Agreement), and such offer, issuance and sale are exempt from the prospectus requirements of applicable Canadian Securities Laws. Other than as contemplated in this Agreement, the articles of the Corporation or the Shareholder Agreement, the Corporation: has no outstanding obligations, contractual or otherwise, to repurchase, redeem or otherwise acquire any shares or other equity securities in it...
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Authorized, Issued and Outstanding Capital. A. Stockholder Rights and Restrictions (inter alia, price protection, transfer, preemptive. conversion, redemption, put. and anti-dilution rights). Pursuant to an arrangement between the Corporation and Osler, Xxxxxx & Harcourt LLP (“OHH”) in respect of the provision of legal services to the Corporation, (a) the Corporation may, at its option, issue Common Shares to OHH in partial satisfaction of outstanding accounts with that firm, up to 25% of the value of each eligible invoice capped at a dollar amount of $200,000 per year, and (b) certain “price protection” rights have been granted to OHH such that OHH will be issued additional Common Shares if the Corporation subsequently issues Common Shares (or grants options) at a lower price.
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Authorized, Issued and Outstanding Capital. (a) After giving effect to the Restructuring Transactions to occur at Closing:
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Authorized, Issued and Outstanding Capital. Except as disclosed in the Disclosure Schedule, as of the date hereof, after giving effect to the transactions contemplated by the Transaction Documents, the authorized capital stock of the Corporation consists of (i) unlimited Common Shares, of which as of the date hereof, 205,130,063 are issued and outstanding, 24,615,608 (representing 12% of issued and outstanding) shares are reserved for issuance pursuant to the Corporation's stock option plan of which 5,024,383 shares are available for issuance, (ii) 20,000,000 Series A Shares and (iii) 67,789,300 Series B Shares. The Series A Shares and the Series B Shares are convertible into Common Shares in accordance with their terms at the option of the holders and upon certain triggering events. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as disclosed in the Disclosure Schedule, the Securities Purchase Agreement, the Notes, the Shareholders Agreement, the terms of Series A Shares, and the terms of the Series B Shares, none of the Corporation's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Corporation. Except as disclosed in the Disclosure Schedule, the Financial Statements, the Notes, the terms of the Series A Shares, and the terms of the Series B Shares, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Corporation or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Corporation or any of its Subsidiaries is or may become bound to issue additional capital stock of the Corporation or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Corporation or any of its Subsidiaries. Except as disclosed in the Financial Statements and Disclosure Schedule, there are no agreements or arrangements under which the Corporation or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act or under any applicable Canadian securities laws. Except as disclosed in the Financial Statements, the Disclosu...
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Authorized, Issued and Outstanding Capital. The authorized capital of the Corporation consists of: (A) an unlimited number of Common Shares; (B) an unlimited number of Class 1 Convertible Preferred Shares; and (C) an unlimited number of Class 2 Preferred Shares. 213,279,589 Common Shares, 316,755 Class 1 Shares and no other shares will be issued and outstanding at the Time of Closing, and all of such issued and outstanding shares, and the Purchased Shares, are or will be at the Time of Closing, duly authorized, validly issued, fully-paid and non-assessable.
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Authorized, Issued and Outstanding Capital. (a) Immediately prior to Closing, but after giving effect to the filing of the Articles of Amendment and to the issuance of Series B Shares to the Converted Debenture Holders that have executed a Debenture Holder Consent, WCC and PTIC, as contemplated in Sections 2.5(g), 2.5(h) and 2.5(i), respectively:
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Related to Authorized, Issued and Outstanding Capital

  • Authorized and Outstanding Capital Stock The Company’s authorized capital stock of consists of 100,000,000 shares of common stock, $0.001 par value per share; and, as at the Reference Date (as hereinafter defined) there were <> of common stock issued and outstanding and no shares of preferred stock issued and outstanding. If all of the Offered Shares are sold there will be an aggregate of <> shares issued and outstanding.

  • Authorized and Outstanding Stock 4 2.5 Subsidiaries .........................................................4 2.6

  • Outstanding Capital Stock The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of any preemptive or similar rights of any stockholder of the Company.

  • 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.

  • 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;

  • Commitment Amount With respect to any Portfolio Asset that is a Delayed-Draw Loan as of any date of determination, the maximum outstanding principal amount of such Portfolio Asset that a registered holder of the amount of such Portfolio Asset held by the Issuer would on such date be obligated to fund (including all amounts previously funded and outstanding, whether or not such amounts, if repaid, may be reborrowed).

  • Authorized Capitalization As of the date of this Agreement, the authorized capitalization of Buyer consists of (i) 1,000,000,000 shares of common stock, par value $0.01 per share, of which 367,735,954 shares are issued and outstanding and (ii) 25,000,000 shares of undesignated preferred stock, par value $0.01 per share, none of which are issued and outstanding. Buyer has no other capital stock authorized, issued or outstanding. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Buyer. With respect to any Buyer Common Stock that has been issued subject to a right of repurchase on the part of the Company, Disclosure Schedule 4.2(a) sets forth the holder thereof, the number and type of securities covered thereby, and the vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated).

  • Equity Commitment (a) The Sponsor shall, at or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to $233,400,000 (such amount, subject to adjustment pursuant to Section 1(b), the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration required to be paid by Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement, together with related fees and expenses; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment.

  • Authorized Capital Stock The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 551,000,000 shares, consisting of (a) 550,000,000 shares of common stock (the “Common Stock”), including (i) 490,000,000 shares of Class A Common Stock (the “Class A Common Stock”), and (ii) 60,000,000 shares of Class E Common Stock (the “Class E Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”).

  • 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.

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