Buyer's Capitalization Sample Clauses

Buyer's Capitalization. As of April 30, 1997, Buyer's authorized capital stock consists solely of: (a) 160,000,000 shares of voting common stock, of which 33,782,493 shares were issued and outstanding and 12,791,103 shares were held in treasury, and (b) 5,000,000 shares of preference stock, of which no shares are currently issued and outstanding and no shares are held in treasury. There are no outstanding securities of Buyer convertible into or exchangeable for shares of Buyer's capital stock. Since May 16, 1997, Buyer has not declared any dividend or other distribution to any shareholder.
Sample 1
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Buyer's Capitalization. The capitalization of Buyer is correctly represented in the Financial Statements of Buyer, and Buyer has available 286,000 shares of Buyer's Common Stock for issuance in accordance with the terms of this Agreement. Buyer agrees, within ninety to one hundred twenty (90-120) days of the Closing Date to file for registration the 300,000 shares of Buyer=s Common Stock (286,000 of which are being remitted to Seller) paid as part of the purchase price with the appropriate agencies.
Sample 1
Buyer's Capitalization. Buyer's authorized, issued and outstanding capital stock (including options and warrants) as of the date hereof is as set forth in the Buyer's Capitalization Schedule attached hereto ("Buyer's Cap Schedule"). All of the issued and outstanding shares of Buyer's capital stock (including the issued and outstanding shares of Buyer Common Stock) have been duly authorized and validly issued and are fully paid and nonassessable, and have not been issued in violation of any preemptive, first refusal or other subscription rights of any stockholder of the Buyer or any other person. Except as set forth in the Buyer's Cap Schedule, there are no outstanding or authorized options, warrants, rights, contracts, rights to subscribe, conversion rights, or other agreements or commitments to which the Buyer is a party or which are binding upon the Buyer providing for the issuance, disposition, or acquisition of any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, or similar rights with respect to the Buyer. Except for the Stockholder's Agreement, there are no voting trusts, proxies, or any other agreements or understandings with respect to the voting of the capital stock of the Buyer.
Sample 1
Buyer's Capitalization. The authorized capitol stock of Buyer consists of 500,000,000 shares of common stock, par ----------------------- value $.0001 per share, of which 472,000,000 shares are issued and outstanding. Buyer has no treasury stock. All of the shares to be issued hereunder have been, or will be at the time of issuance, duly authorized and validly issued, are fully paid and nonassessable and will be issued to the Guarantor free and clear of any liens, charges, encumbrances, security interests, options, rights or claims of others with respect thereto. There are no preemptive or similar rights on the part of any holder of any class of securities of Buyer. No options, warrants, calls, conversion, subscription or other rights, agreements or commitments of any kind obligating Buyer contingently, or otherwise, to issue or sell any shares of its capital stock of any class, or any securities convertible into or exchangeable for any such shares, are outstanding and no authorization therefor has been given. The shares are not subject to any contractual restrictions relating to their disposition. All voting rights are vested exclusively in the common stock of Buyer.
Sample 1
Buyer's Capitalization. 247MGI is authorized to issue (a) 500,000,000 shares of common stock, $01 par value per share, of which 29,915,471 shares are issued and outstanding and (b) 5,000,000 shares of preferred stock, $.01 par value per share, none of which are issued or outstanding. Subject to update prior to the Closing, there are 2,016,000 options, no warrants or other securities convertible into common stock of 247MGI.
Sample 1
Buyer's Capitalization. The CyPost Shares are duly issued, validly outstanding, fully paid and non-assessable, with no personal liability attaching to the ownership thereof. The CyPost Shares are and will be issued to the Selling Members free and clear of all liens. The CyPost Shares are being issued and sold in compliance with all applicable federal and state securities laws.
Sample 1
Buyer's Capitalization. Buyer has authorized unlimited shares of common stock of which 12,608,806 shares will be outstanding prior to Closing. Upon consummation of the transactions contemplated hereby and the issuance and delivery of certificates representing shares of Buyer Common Stock to Shareholders such shares of Buyer Common Stock will be duly authorized, validly issued, fully paid and nonassessable.
Sample 1
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Related to Buyer's Capitalization

  • Company Capitalization The Company has an authorized capitalization as set forth in the Prospectus; the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable.

  • Post-Closing Capitalization At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of the Company and the Parent, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to the Parent in its sole and absolute discretion.

  • Equity Capitalization As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional capital stock of the Company 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 Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

  • Capitalization, Etc (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

  • Capitalization The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock or other equity interest in the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except, in each case, where such failure would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Regulatory Capitalization Buyer Bank is, and will be upon consummation of the transactions contemplated by this Agreement, “well-capitalized,” as such term is defined in the rules and regulations promulgated by the FDIC. Buyer is, and will be upon consummation of the transactions contemplated by this Agreement, “well-capitalized” as such term is defined in the rules and regulations promulgated by the FRB.

  • Organization; Capitalization Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all requisite corporate power and authority to own its property and to carry on its business as now being conducted.

  • Subsidiaries; Capitalization As of the Effective Date, the only Subsidiaries of the Borrower are those listed on Schedule 4.1, and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, (i) the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens, and are duly authorized, validly issued, fully paid and nonassessable, (ii) except as set forth on Schedule 4.1, none of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (iii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing.

  • Market Capitalization At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1

  • 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).

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