Capital Stock and Units Sample Clauses

Capital Stock and Units. (a) The authorized capital stock of the Company as of November 30, 2001 consists of 150,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $0.01 per share. As of November 30, 2001, there are 28,103,721 shares of Company Common Stock issued and outstanding, and no shares of preferred stock issued or outstanding. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive
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Capital Stock and Units. (a) The authorized capital stock of the Company on the date hereof consists of 140,000,000 shares of Company Common Stock, and 60,000,000 shares of Company Preferred Stock, par value $0.01 per share. As of August 31, 1997, there were 25,813,752 shares of Company Common Stock issued and outstanding, and no shares of such Company Preferred Stock issued and outstanding, and as of the date hereof, there is no change except for an immaterial change in the number of Company Stock outstanding. All such issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. The Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities the holders of which have the right to vote) with the stockholders of the Company on any matter. Other than (i) Operating Partnership Units which may be redeemed by the holders thereof for Company Common Stock or the cash equivalent thereof (at the option of the General Partner), or (ii) as set forth in Schedule 3.3(a) to this Agreement, there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company to issue, transfer or sell any shares of capital stock or other equity interests of the Company.
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Capital Stock and Units. *I. The authorized capital stock of the General Partner on the date hereof consists of 50,000,000 shares of Common Stock, par value $0.01 per share, 10,000,000 shares of Preferred Stock, par value $0.01 per share, and 10,000,000 shares of Excess Stock, par value $.01 per share. Of the authorized Preferred Stock, 1,666,667 shares have been designated in the Articles Supplementary as Series A Preferred Stock and 2,000,000 have been designated as Series B Convertible Cumulative Preferred Stock, par value $0.01 per share.
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Capital Stock and Units. The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable.
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Capital Stock and Units. (i) The authorized capital stock of BPP on the date hereof consists of 75,000,000 shares of Common Stock, and 5,000,000 shares of preferred stock, of which 4,800,000 shall be designated Preferred Stock upon the filing of the Articles Supplementary, and 20,000,000 shares of excess stock of the Company (the "Company Excess Stock"), par value $0.01 per share. As of September 30, 1997, there were 23,432,852 shares of Common Stock issued and outstanding, no shares of such preferred stock issued and outstanding and no shares of 52 Company Excess Stock issued and outstanding, and as of the date of this Agreement, there is no change except for an immaterial change in the number of shares of Company Stock outstanding. All such issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. In addition, as of the date of this Agreement, BPP has reserved out of its authorized shares of Common Stock shares of Common Stock sufficient for issuance upon redemption or conversion, as applicable, of the shares of Preferred Stock, the Units and the Preferred Units issued pursuant to this Agreement and the Preferred Stock Purchase Agreement. BPP has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities the holders of which have the right to vote) with the stockholders of BPP on any matter. Except for the options awarded and the Company's Stock Option and Incentive Plan as amended on May 6, 1997 (the "Incentive Plan"), there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate BPP to issue, transfer or sell any shares of capital stock or other equity interests of BPP except with respect to certain "put" rights as disclosed in Schedule 3.2(a)(v) and with respect to the right to receive Units as Additional Consideration as provided in this Agreement. The consummation of the transactions contemplated in this Agreement will not give rise to any preemptive rights or antidilution rights exercisable by any holder of Company Stock except for any such rights which have been waived.
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Capital Stock and Units. (a) The authorized capital stock of the General Partner on the date hereof consists of 30,000,000 shares of common stock, par value $0.01 per share, 10,000,000 shares of preferred stock, par value $0.01 per share, and 10,000,000 shares of excess stock, par value $.01 per share. As of the date hereof, there are 6,144,399.156 HP Shares issued and outstanding, and no shares of such preferred stock or excess stock issued and outstanding. All such issued and outstanding HP Shares are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. The General Partner has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities the holders of which have the right to vote) with the shareholders of the General Partner on any matter. Other than (i) Units which may be redeemed by the holders thereof for HP Shares or the cash equivalent thereof (at the option of the General Partner); (ii) options subject to grant under the General Partner's Stock Option Plan, there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the General Partner to issue, transfer or sell any shares of capital stock or other equity interests of the General Partner or which entitle any Person to acquire from the General Partner any shares of capital stock or other equity interest in the General Partner.
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Capital Stock and Units. SMI is authorized to issue (i) 1,000,200 shares of Common Stock, $.01 par value per share (the "Common Stock"), of which 80,000 shares are issued and outstanding, (ii) 55,000 shares of Class A Common Stock, $.01 par value per share (the "Class A Common Stock"),
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Capital Stock and Units. (a) The authorized capital stock of the Company on the date hereof consists of 75,000,000 shares of Company Common Stock, and 5,000,000 shares of preferred stock, of which 4,800,000 shall be designated Company Preferred Stock upon the filing of the Articles Supplementary, and 20,000,000 shares of excess stock of the Company (the "Company Excess Stock"), par value $0.01 per share. As of September 30, 1997, there were 23,432,852 shares of Company Common Stock issued and outstanding, no shares of such preferred stock issued and outstanding and no shares of Company Excess Stock issued and outstanding and, as of the date of the Execution Closing, there is no change except for an immaterial change in the number of shares of Company Stock outstanding. All such issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. In addition, as of the date of the Execution Closing, the Company has reserved out of its authorized shares of Company Common Stock 7,804,878 (or such other number of shares of Company Common Stock as may from time to time be required to effect any conversion of shares of Company Preferred Stock) shares of Company Common Stock for issuance upon conversion or exchange of the shares of Company Preferred Stock and the Operating
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Capital Stock and Units. (a) The Company is authorized on the date hereof to issue an unlimited number of shares of Company Common Stock par value $0.10 per share. As of the date hereof, there are 7,123,105 shares of Company Common Stock issued and outstanding. All such issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. The Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities the holders of which have the right to vote) with the stockholders of the Company on any matter. Other than (i) Operating Partnership Units which may be redeemed by the holders thereof for Company Common Stock or the cash equivalent thereof (at the option of the Company), (ii) options for approximately 281,050 shares of Company Common Stock subject to grant under the Company's 1997 Non-Employee Trustee Stock Option Plan or the Company's 1996 Share Option Plan, or (iii) as set forth in Schedule 3.3(a) to this Agreement, there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company to issue, transfer or sell any shares of capital stock or other equity interests of the Company.
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Related to Capital Stock and Units

  • Common Units The capital structure of the Company shall consist of one class of common interests (the "Common Units"). The Company shall have authority to issue one thousand (1,000) Common Units. Each Common Unit shall have one vote and shall otherwise be identical with each other Common Unit in every respect.

  • Capital Stock and Related Matters The authorized Equity Interests as of the Agreement Date of each Borrower Party and each Subsidiary of a Borrower Party that is a corporation and the number of shares of such Equity Interests that are issued and outstanding as of the Agreement Date are as set forth on Schedule 5.1(d). All of the shares of such Equity Interests in Domestic Subsidiaries that are issued and outstanding as of the Agreement Date have been duly authorized and validly issued and are fully paid and non-assessable. None of such Equity Interests in Domestic Subsidiaries have been issued in violation of the Securities Act, or the securities, “Blue Sky” or other Applicable Laws of any applicable jurisdiction. As of the Agreement Date, the Equity Interests of each such Borrower Party (other than Parent) and each such Subsidiary of a Borrower Party are owned by the parties listed on Schedule 5.1(d) in the amounts set forth on such schedule and a description of the Equity Interests of each such party is listed on Schedule 5.1(d). As of the Agreement Date, except as described on Schedule 5.1(d), no Borrower Party (other than Parent) or any Subsidiary of a Borrower Party has outstanding any stock or securities convertible into or exchangeable for any shares of its Equity Interests, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Equity Interests or any stock or securities convertible into or exchangeable for any Equity Interests. Except as set forth on Schedule 5.1(d), as of the Agreement Date, no Borrower Party or any Subsidiary of any Borrower Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or to register any shares of its Equity Interests, and there are no agreements restricting the transfer of any shares of such Borrower Party’s or such Subsidiary’s Equity Interests.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • STOCK AND STOCK CERTIFICATES Section 1. Shares of stock shall be transferrable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

  • Preferred Units Without the consent of any Common Unitholder and notwithstanding anything herein to the contrary, the Board may cause the Company to issue one or more series of Preferred Units, which Preferred Units would have rights senior to those of the Common Units, and such other characteristics as the Board may determine, but, for so long as the Company operates as a closed-end management investment company, in a manner that complies with the legal requirements applicable to a closed-end management investment company. Prior to the issuance of a series of Preferred Units, the Board shall set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Stock and Stock Options Subject to vesting, as set forth on Exhibit B, the Company will issue to Director stock and options as set forth and described on Exhibit B. Company shall issue said stock and options within sixty (60) days from the execution of this Agreement by both parties.

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