Capital Stock; Beneficial Ownership Sample Clauses

Capital Stock; Beneficial Ownership. The authorized share capital of ----------------------------------- ARC consists of ATS 500,000 of which ATS 250,000 has been contributed. The equity of ARC is owned 39% by Ernst Ambichl, 39% by Xxxxxxx Xxxxxx and 22% by Xxxxx Xxxxxxxxxxx. There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional share capital of ARC. None of the share capital of ARC has been issued in violation of any federal or state law. There are no voting agreements, trusts, proxies or other agreements, instruments or undertakings with respect to the voting of the share capital of ARC to which ARC or any Stockholder is a party.
Sample 1
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Capital Stock; Beneficial Ownership. The authorized capital stock of ----------------------------------- EnzyMed consists of (a) 10,000,000 shares of Common Stock, par value $.001 per share, of which 1,993,987 shares are duly and validly issued, outstanding, fully paid and non-assessable and of which 5,877,141 shares are authorized but unissued, (b) 1,000,0000 shares of which are designated as Series A Convertible Preferred Stock, par value $.001 per share, of which 437,370 shares are duly and validly issued, outstanding, fully paid and non-assessable and of which 562,630 shares are authorized but unissued, (c) 1,000,000 shares of which are designated as Series B Convertible Preferred Stock, par value $.001 per share, of which 666,632 shares are duly and validly issued, outstanding, fully paid and non-assessable and of which 333,368 shares are authorized but unissued, (d) 1,500,000 shares of which are designated as Series C Convertible Preferred Stock, par value $.001 per share, of which 587,500 shares are duly and validly issued, outstanding, fully paid and non-assessable and of which 912,500 shares are authorized but unissued and (e) 6,500,000 shares of which are undesignated preferred stock, par value $.001 per share, of which no shares are issued and outstanding. Except as set forth on Schedule 2.4 hereto, there are no ------------ outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of EnzyMed. None of the capital stock of EnzyMed has been issued in violation of any federal or state securities law. There are no voting agreements, trusts, proxies or other agreements, instruments or undertakings with respect to the voting of the capital stock of EnzyMed to which EnzyMed or, to EnzyMed's knowledge, any Stockholder is a party. The Stockholders own of record all of the outstanding shares of capital stock of EnzyMed, which consists solely of the EnzyMed Shares set forth on Schedule 2.4 hereto (together with any shares issued ------------ by EnzyMed pursuant to the exercise of Options prior to the Effective Time).
Sample 1
Capital Stock; Beneficial Ownership. The authorized capital stock of ----------------------------------- SQLBench consists of 1,000,000 shares of common stock, $.10 par value per share, of which 10,000 shares are duly and validly issued, outstanding, fully paid and non-assessable and of which 990,000 shares are authorized but unissued. There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of SQLBench. None of the capital stock of SQLBench has been issued in violation of any federal or state law. There are no voting agreements, trusts, proxies or other agreements, instruments or undertakings with respect to the voting of the capital stock of SQLBench to which SQLBench or any Stockholder is a party. The Stockholders own beneficially and of record all of the outstanding shares of capital stock of SQLBench which consists solely of the SQLBench Shares set forth on Schedule 2.4 hereto. ------------
Sample 1
Capital Stock; Beneficial Ownership. The authorized capital stock ----------------------------------- of Black & White consists of 2,500,000 shares of capital stock, no par value per share, of which 2,000,000 shares are duly and validly issued, outstanding, fully paid and non-assessable. Except as set forth on Schedule 2.4 hereto, there are ------------ no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of Black & White. None of the capital stock of Black & White has been issued in violation of any federal or state law. There are no voting agreements, trusts, proxies or other agreements, instruments or undertakings with respect to the voting of the capital stock of Black & White to which Black & White, the Stockholder or any Beneficial Owner is a party. The Stockholder owns of record and the Beneficial Owners own beneficially all of the outstanding shares of capital stock of Black & White, which consists solely of the Black & White Shares set forth on Schedule 2.4 hereto. -------- ---
Sample 1
Capital Stock; Beneficial Ownership. (a) The authorized capital stock of SSA consists of 1,000 shares of common stock, par value $1.00 per share, of which 30 shares are duly and validly issued, outstanding, fully-paid and non-assessable. There are no outstanding shares of any other class of capital stock of SSA, nor are there any outstanding options, warrants, rights, commitments, preemptive rights, subscriptions or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, exchangeable for or carrying the right to acquire any additional shares of capital stock of any class of SSA. None of SSA's capital stock has been issued in violation of any federal or state law. There are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the shares of SSA Stock to which SSA or the Stockholder is a party. (b) The authorized capital stock of Xxxxxx consists of 7,000 shares of common stock, par value $1.00 per share, of which 1,000 shares are duly and validly issued, outstanding, fully-paid and non-assessable. There are no outstanding shares of any other class of capital stock of Xxxxxx, nor are there any outstanding options, warrants, rights, commitments, preemptive rights, subscriptions or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, exchangeable for or carrying the right to acquire any additional shares of capital stock of any class of Xxxxxx. None of Xxxxxx'x capital stock has been issued in violation of any federal or state law. There are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the shares of Xxxxxx Stock to which Xxxxxx or the Stockholder is a party. (c) The Stockholder owns beneficially and of record all of the issued and outstanding shares of capital stock of SSA, consisting entirely of 30 shares of SSA Stock, free and clear of any liens, restrictions or encumbrances of any kind or nature (collectively, "Liens"). By operation of law, the SSA Merger will vest in Parent legal and valid title to all of the shares of SSA Stock, free and clear of any Liens. (d) The Stockholder owns beneficially and of record all of the issued and outstanding shares of capital stock of Xxxxxx, consisting entirely of 1,000 shares of Xxxxxx Stock, free and clear of any Liens. By operation of law, the Xxxxxx Merger will vest in Parent legal and valid title to all of the shares of Xxxxx...
Sample 1
Capital Stock; Beneficial Ownership. The authorized capital stock of NCE consists of (a) 77,552,529 shares of Common Stock, par value $.001 per share, of which 15,410,503 shares are issued and outstanding, and (b) 49,760,444 shares of preferred stock, which are designated as Series A Participating Convertible Preferred Stock, par value $.001 per share, of which 48,416,357 shares are issued and outstanding. All of the issued and outstanding shares of capital stock of NCE have been duly authorized, validly issued and are fully paid and nonassessable, and have been issued in compliance with all applicable federal and state securities laws, and free and clear of any preemptive or similar rights created by statute, the NCE Certificate of Incorporation or NCE By-laws or any agreement to which NCE is a party or by which it is bound. Except as set forth on SCHEDULE 3.04 hereto, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of NCE. There are no voting agreements, trusts, proxies or other agreements, instruments or undertakings with respect to the voting of the capital stock of NCE to which NCE or, to NCE's knowledge, any stockholder of NCE is a party. The Principal Stockholders own of record a majority of the outstanding shares of capital stock of NCE as set forth on SCHEDULE 3.04 hereto (together with any shares issued by NCE pursuant to the exercise of Options prior to the Effective Time).
Sample 1
Capital Stock; Beneficial Ownership. The authorized capital stock of Eventus consists of 27,000,000 shares of Common Stock, no par value, of which 9,737,227 shares are duly and validly issued, outstanding, fully paid and non-assessable and of which 17,262,773 shares are authorized but unissued, 1,984,070 shares of which are designated as Series A Preferred Stock, no par value, of which 1,279,070 shares are duly and validly issued, outstanding, fully paid and non-assessable and of which 705,000 shares are authorized but unissued and 1,245,922 shares of which are designated as Series B Preferred Stock, no par value, of which 1,171,922 shares are duly and validly issued, outstanding, fully paid and non-assessable and of which 74,000 shares are authorized but unissued. Except as set forth on Schedule 2.4 hereto, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of Eventus. None of the capital stock of Eventus has been issued in violation of any federal or state securities law. There are no voting agreements, trusts, proxies or other agreements, instruments or undertakings with respect to the voting of the capital stock of Eventus to which Eventus or, to the knowledge of Eventus, any Eventus Stockholder is a party. To the knowledge of Eventus, the Eventus Stockholders own beneficially and of record all of the outstanding shares of capital stock of Eventus which consists solely of the Eventus Shares set forth on Schedule 2.4 hereto.
Sample 1
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Capital Stock; Beneficial Ownership 
Sample 1

Related to Capital Stock; Beneficial Ownership

  • Initial Beneficial Ownership Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5 and until the issuance of the Excess Distribution Certificate, the Depositor shall be the sole beneficial owner of the Trust.

  • Beneficial Ownership The Company shall not effect any conversions of this Note and the Holder shall not have the right to convert any portion of this Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Note is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of this Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with Section 3(a) and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note. In the event that the Market Capitalization of the Company falls below $2,500,000, the term “4.99%” above shall be permanently replaced with “9.99%”. “Market Capitalization” shall be defined as the product of (a) the closing price of the Common Stock of the Common stock multiplied by (b) the number of shares of Common Stock outstanding as reported on the Company’s most recently filed Form 10-K or Form 10-Q. The provisions of this Section may be waived by Holder upon not less than 65 days prior written notification to the Company.

  • Limit on Beneficial Ownership Notwithstanding any other provisions hereof, Dealer shall not have the right to acquire Shares hereunder and Dealer shall not be entitled to take delivery of any Shares hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Post-Effective Limit, (ii) Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of 4.9% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VII of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Post-Effective Limit, (ii) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would not directly or indirectly hold in excess of the Exchange Limit and (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restrictions. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding Paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding Paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

  • Beneficial Ownership Certificate As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

  • Beneficial Ownership Regulation Promptly following any request therefor, the Borrower shall deliver to the Administrative Agent information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Beneficial Ownership Information Prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers;

  • Limitation on Beneficial Ownership Notwithstanding anything to the contrary contained herein, the Holder shall not be entitled to receive shares of Common Stock or other securities (together with Common Stock, “Equity Interests”) upon exercise of this Warrant to the extent (but only to the extent) that such exercise or receipt would cause the Holder Group to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of a number of Equity Interests of a class that is registered under the Exchange Act which exceeds the Maximum Percentage (as defined below) of the Equity Interests of such class that are outstanding at such time. Any purported delivery of Equity Interests in connection with the exercise of the Warrant prior to the termination of this restriction in accordance herewith shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the Holder Group becoming the beneficial owner of more than the Maximum Percentage of the Equity Interests of a class that is registered under the Exchange Act that is outstanding at such time. If any delivery of Equity Interests owed to the Holder following exercise of this Warrant is not made, in whole or in part, as a result of this limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such Equity Interests as promptly as practicable after the Holder gives notice to the Company that such delivery would not result in such limitation being triggered or upon termination of the restriction in accordance with the terms hereof. To the extent limitations contained in this Section 10 apply, the determination of whether this Warrant is exercisable and of which portion of this Warrant is exercisable shall be the sole responsibility and in the sole determination of the Holder, and the submission of an Exercise Notice shall be deemed to constitute the Holder’s determination that the issuance of the full number of Warrant Shares requested in the Exercise Notice is permitted hereunder, and neither the Company nor any Warrant agent shall have any obligation to verify or confirm the accuracy of such determination. For purposes of this Section 10, (i) the term “Maximum Percentage” shall mean 4.99%; provided, that if at any time after the date hereof the Holder Group beneficially owns in excess of 4.99% of any class of Equity Interests in the Company that is registered under the Exchange Act (excluding any Equity Interests deemed beneficially owned by virtue of this Warrant or the Note), then the Maximum Percentage shall automatically increase to 9.99% so long as the Holder Group owns in excess of 4.99% of such class of Equity Interests (and shall, for the avoidance of doubt, automatically decrease to 4.99% upon the Holder Group ceasing to own in excess of 4.99% of such class of Equity Interests); and (ii) the term “Holder Group” shall mean the Holder plus any other Person with which the Holder is considered to be part of a group under Section 13 of the Exchange Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the Exchange Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. The provisions of this Section 10 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Beneficial Owner; Holder Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”) as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a Participant through the DTC system, except to the extent set forth herein or in the Global Certificate.

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