Capital Stock of Seller Sample Clauses

Capital Stock of Seller. (a) The authorized capital of Seller consists of 19,000,000 shares of Common Stock, par value $.001 per share. As of July 31, 1996, 13,959,188 shares of Common Stock were outstanding. (b) Except for: (i) warrants to acquire 648,101 shares of Common Stock at a price of $8.25 per share described in the Disclosure Documents; and (ii) 1,088,287 shares issuable upon exercise of outstanding stock options, at prices ranging from $1.00 to $8.00, granted to employees, directors and consultants, Seller does not have outstanding any securities convertible or exchangeable into shares of any class of its capital stock and Seller is not party to or bound by any outstanding subscriptions, warrants, calls, options, rights, commitments, or agreements of any kind calling for the issuance of shares of any class of its capital stock or for the issuance of any securities convertible or exchangeable, actually or contingently, into shares of any class of its capital stock. Except as set forth in the Disclosure Documents, the issuance and sale of the Securities will not result in the issuance of, or give rise to any obligation of Seller to issue any additional shares of capital stock pursuant to any such subscriptions, warrants, calls, options, rights, commitments or agreements. (c) Except as otherwise stated in the Disclosure Documents: (i) there are not preemptive or similar rights to purchase or otherwise acquire shares of any class of the capital stock or other securities of Seller pursuant to any provision of law, Seller's corporate charter or by laws, or any agreement to which Seller is party or by which it is bound; (ii) there are no agreements, restrictions or encumbrances binding upon Seller with respect to the sale or voting of any shares of any class of (d) All shares of any class of capital stock and all other securities heretofore issued by Seller have been issued either: (i) pursuant to an effective registration under the Securities Act of 1933, as amended (the "1933 Act"), and qualification under applicable state securities laws; or (ii) in transactions exempt from such registration and qualification. To the best of Seller's knowledge, Seller has not violated the 1933 Act in connection with the issuance of any shares of any class of capital stock or other securities prior hereto. (e) Except for the registration rights granted pursuant to this Purchase Agreement, or except as otherwise stated in the Disclosure Documents, no person has any right to cause Seller to ef...
Sample 1
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Capital Stock of Seller. All of the issued and outstanding shares of capital stock of Seller are owned of record and beneficially by the Shareholders as set forth on Schedule 3.3. None of the issued and outstanding shares of capital stock of Seller was issued in violation of any preemptive rights.
Sample 1
Capital Stock of Seller. The authorized capital stock of Seller consists of ______ shares of common stock, ____ par value, of which ______ shares are issued and outstanding and ___ shares of preferred stock, none of which are issued or outstanding. All of the issued and outstanding shares of the capital stock of Seller have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Stockholders in the amounts set forth in Schedule A.4 free and clear of all Liens. All of the issued and outstanding shares of the capital stock of Seller were offered, issued, sold and delivered by Seller in compliance with all applicable Regulations. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of Seller.
Sample 1
Capital Stock of Seller. The authorized capital stock of Seller consists of 10,000,000 shares of Seller Stock, of which 300,000 shares are issued and outstanding and owned of record and beneficially by Stockholder, free and clear of all mortgages, liens, security interests, pledges, voting trusts, restrictions, encumbrances and claims of every kind (collectively, the "Liens") except as otherwise set forth on Schedule 4.3. All of the issued and outstanding shares of the capital stock of Seller (i) have been duly authorized and validly issued and (ii) are fully paid and nonassessable. Further, none of such shares was issued in violation of the preemptive rights of any past or present stockholder.
Sample 1
Capital Stock of Seller. Stockholder owns of record and beneficially shares of the outstanding capital stock of Seller constituting approximately 40% of the aggregate voting power of such outstanding capital stock. The Principals collectively own of record and beneficially shares of the outstanding capital stock of Seller constituting approximately 16% of the aggregate voting power of such outstanding capital stock.
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Capital Stock of Seller. All of the shares of capital stock of EMI are owned of record and beneficially by Parent. None of the issued and outstanding shares of capital stock of EMI was issued in violation of any preemptive rights.
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Capital Stock of Seller. All of the issued and outstanding shares of ----------------------- capital stock of Seller are owned of record and beneficially by the Principal Shareholders and Xxxxxxxx Xxxxxxx.
Sample 1
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Related to Capital Stock of Seller

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Capital Stock of Merger Sub Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • Stock of Subsidiaries Permit any of its Subsidiaries to issue any additional shares of its capital stock except director's qualifying shares.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens. (b) Except for its interests in the Company Subsidiaries, the Company does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • 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.

  • Capital Stock The authorized capital stock of the Company consists solely of 50,000,000 shares of common stock, par value $0.01 per share ("Company Common Stock"), and 25,000,000 shares of preferred stock, par value $0.01 per share ("Company Preferred Stock"). As of July 10, 2002, 15,316,062 shares (including restricted stock issued to employees of the Company but which shares have not been issued in certificated form) of Company Common Stock were issued and outstanding; no shares were held in the treasury of the Company. Since such date, there has been no change in the number of issued and outstanding shares of Company Common Stock or shares of Company Common Stock held in treasury and 413,398 and 775,644 shares were reserved for issuance under the Company's 1993 Stock Option Plan and Parallel Non-Qualified Savings Plan, respectively. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance (including the shares of New Preferred Stock issuable in the Offer and the shares of Company Common Stock issuable on conversion thereof) will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement and the Company Rights Agreement, and except as disclosed in the Disclosure Schedule (as defined in Section 8.11), there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of the Company or to grant, extend or enter into any Option with respect thereto or "phantom" stock rights or otherwise provide any payment or compensation based on "phantom" stock or measured by the value of the Company's stock, assets, revenues or other similar measure.

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

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