Capital Shares. Prior to the consummation of a Qualified IPO, the Company shall not amend any voting powers, resignations, preferences, rights and qualifications, limitations or restrictions of any Capital Shares of the Company without the prior written consent of the Required Holders.
Capital Shares. The OnHealth Common Shares issuable pursuant to this Agreement are duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement will be validly issued, fully paid, nonassessable and not subject to any preemptive rights. The authorized, issued and outstanding capital shares of OnHealth are as set forth in the SEC Documents as of the dates of the financial statements or other information included in the SEC Documents.
Capital Shares. (a) The authorized capital shares of NetBank consists of 100,000,000 shares of NetBank Common Stock, of which 30,012,680 shares are issued and outstanding as of December 31, 2000, and 10,000,000 shares of preferred stock, no par value, of which none are issued and outstanding. All of the shares of NetBank Common Stock to be issued in consideration for the Company Stock upon Closing, when issued in accordance with the terms of this Agreement, will be duly and validly issued and outstanding and fully paid and nonassessable under the GCA. None of the shares of NetBank Common Stock to be issued at Closing under this Agreement will be issued in violation of any preemptive rights of the current or past shareholder of NetBank.
Capital Shares. The Parent Common Shares issuable in the Purchase and Sale will be, at the time of Closing, duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement and the Investment and Sale Agreement will be validly issued in compliance with all applicable securities laws, fully paid, nonassessable and not subject to any preemptive rights. The authorized, issued and outstanding capital shares of Parent are as set forth in the SEC Documents as of the dates of the financial statements or other information included in the SEC Documents. Since September 30, 2003, there has been no material change to the issued and outstanding capital shares of Parent other than the issuances of shares of Parent common stock under Parent’s Employee Stock Purchase Plan and Stock Option Plan.
Capital Shares. 11.1 As at the Settlement Date the Company will issue one Capital Share to the AZ Sponsor.
Capital Shares. 11.1 The initial capital of the Partnership shall be Rupees _______________ (the “Capital”), which shall be subscribed by the partners of the Firm in the ratio set out herein below:-
Capital Shares all the authorised shares in the capital of the Company.
Capital Shares. The Expedia Common Shares issuable in the -------------- Merger are duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement and the Merger Documents will be validly issued, fully paid, nonassessable and not subject to any preemptive rights. Except as set forth in Schedule 2.2.5, attached hereto, the authorized, issued and outstanding capital shares of Expedia are as set forth in the SEC Documents as of the dates of the financial statements or other information included in the SEC Documents.
Capital Shares. Upon the filing of the Agreement of Merger with the Secretary of State of the State of California (the “Effective Time”), by virtue of the Merger and without any action on the part of Parent, Sub, the Company or any shareholder of the Company, and subject to the terms and conditions of this Agreement, each share of capital stock of the Company issued and outstanding as of the Effective Time, other than Dissenting Shares (as defined below), shall be cancelled and extinguished and automatically converted into the right to receive, upon surrender of the stock certificates representing such shares of capital stock of the Company, an amount of cash as follows:
Capital Shares. Each share of capital stock of the Company issued and outstanding as of the Effective Time, other than Dissenting Shares (as defined below), shall be cancelled and extinguished and automatically converted into the right to receive, upon surrender of the stock certificates representing such shares of capital stock of the Company, an amount of cash as follows:
