Authorized Share Capital; Valid Issuance Sample Clauses

Authorized Share Capital; Valid Issuance. As of immediately prior to the Closing, the authorized share capital of the Company consists of NIS 1,000,000 divided into 99,875,141 Ordinary Shares, nominal value NIS 0.01 per share, of which 153,941 Ordinary Shares are issued and outstanding (5,310 of such Ordinary Shares were issued upon the exercise of options granted pursuant to the Company’s 0000 Xxxxxxx Option Plan (the “2008 Plan”)), 3,996 Ordinary Shares are reserved for issuance under certain existing ordinary warrants, 42,490 Ordinary Shares are reserved for issuance under the 2008 Plan and the 2013 Share Incentive Plan (the “2013 Plan” and together with the 2008 Plan, the “Company Option Plans”) and 124,859 Ordinary Shares are reserved for issuance upon conversion of the Preferred A Shares, and 124,859 Preferred A Shares of which 81,435 are issued and outstanding and 27,241 Preferred A Shares are reserved for issuance under the Preferred A Warrants (exercisable into Preferred A Shares, which are exercisable into Ordinary Shares). The total amount of Ordinary Shares that are authorized for issuance under the Company Option Plans is 42,490 Ordinary Shares. As of immediately following the Closing, the authorized share capital of the Company will consist of NIS 1,000,000 divided into 99,863,540 Ordinary Shares, nominal value NIS 0.01 per share, of which 153,941 Ordinary Shares will be issued and outstanding (5,310 of such Ordinary Shares were issued upon the exercise of options granted pursuant to the 2008 Plan), 3,996 Ordinary Shares will be reserved for issuance under certain existing ordinary warrants, 9,560 Ordinary Shares will be reserved for issuance under the Warrant, 42,490 Ordinary Shares are reserved for issuance under the Company Option Plans and 136,460 Ordinary Shares are reserved for issuance upon conversion of the Preferred A Shares, and 136,460 Preferred A Shares of which 81,435 are issued and outstanding, 27,241 Preferred A Shares are reserved for issuance under the Preferred A Warrants (exercisable into Preferred A Shares, which are exercisable into Ordinary Shares) and 27,784 Preferred A Shares are reserved for issuance assuming the exercise of the Call Option by the Company in the Maximum Amount and the conversion of such amount pursuant to Section 4.1.4 hereof. Schedule 7.1.2(a) of the Disclosure Schedule sets forth a true and accurate capitalization table of the Company as of immediately prior to the Closing. Schedule 7.1.2(b) of the Disclosure Schedule sets forth a true and ...
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Authorized Share Capital; Valid Issuance. (a) During the period beginning on the Agreement Date and ending on the Completion Date, Maple Leaf has the full right and title to the outstanding shares of JV Newco. All of the outstanding shares of JV Newco (i) are held by Maple Leaf (and Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Confidential treatment has been requested with respect to the omitted portions. Double asterisks denote omissions. Maple Leaf has the full right and title to such shares) and (ii) have been properly and validly issued and are each fully paid-up and free and clear of any Encumbrances.
Sample 1

Related to Authorized Share Capital; Valid Issuance

  • Valid Issuance of Share Capital The total number of all classes of share capital which the Company has authority to issue is 50,000,000 Ordinary Shares. As of the date hereof, the Company has issued 2,875,000 ordinary shares (of which up to 375,000 ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

  • Authorized Stock Issuer has taken all necessary corporate and other action to authorize and reserve and, subject to the expiration or termination of any required waiting period under the HSR Act, to permit it to issue, and, at all times from the date hereof until the obligation to deliver Option Shares upon the exercise of the Option terminates, shall have reserved for issuance, upon exercise of the Option, shares of Issuer Common Stock necessary for Grantee to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional shares of Issuer Common Stock or other securities which may be issued pursuant to Section 6 upon exercise of the Option. The shares of Issuer Common Stock to be issued upon due exercise of the Option, including all additional shares of Issuer Common Stock or other securities which may be issuable upon exercise of the Option or any other securities which may be issued pursuant to Section 6, upon issuance pursuant hereto, will be duly and validly issued, fully paid and nonassessable, and will be delivered free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, including without limitation any preemptive rights of any stockholder of Issuer.

  • Reserved Shares; Valid Issuance The Company covenants that it will at all times from and after the date hereof reserve and keep available such number of its authorized shares of Common Stock, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that such shares as may be issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

  • Authorized Shares The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

  • Valid Issuance All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

  • Authorized Capital Stock The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 300,000,000 shares, consisting of (a) 200,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) and (b) 100,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

  • Valid Issuance of Common Stock The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

  • Valid Issuance of Preferred and Common Stock The Shares being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws.

  • Private Placement Warrants; Forward Purchase Warrants 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

  • Valid Issuance of Shares The Shares being purchased by the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable law.

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