CAPITAL STOCK; PRICE Sample Clauses

CAPITAL STOCK; PRICE. The Company hereby represents and warrants to the Executive that: the authorized capital stock of the Company will consist of 20,000,000 shares of Company Common Stock, of which 6,855,853 shares will be issued and outstanding and 20,000,000 shares of Preferred Stock, of which 3,000,000 shares will be issued and outstanding. Immediately after giving effect to the transactions referenced in Section 1.03(a), except for the shares specified in the preceding sentence and shares reserved for issuance pursuant to options granted to the Executive and to the Management Shareholders, there will be no shares of capital stock or other equity securities of the Company issued, reserved for issuance or outstanding. The purchase price per share for the shares of Company Common Stock being acquired by the Executive pursuant to the Employment Agreement is the same as the purchase price per share being paid by the Ripplewood Shareholder and other Persons who are acquiring shares of Company Common Stock simultaneously with the Executive.
Sample 1
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CAPITAL STOCK; PRICE. The Company hereby represents and warrants to each Management Shareholder that: Immediately after giving effect to the transactions specified in Section 1.03(a), the authorized capital stock of the Company will consist of 20,000,000 shares of Company Common Stock, of which 6,855,853 shares will be issued and outstanding (including 4,848,635 shares owned by the Ripplewood Shareholder) and 20,000,000 shares of Preferred Stock, of which 3,000,000 shares will be issued and outstanding. Immediately after giving effect to the transactions specified in Section 1.03(a), except for the shares specified in the preceding sentence and shares reserved for issuance pursuant to options granted to the Management Shareholders and to the Executive, there will be no shares of capital stock or other equity securities of the Company issued, reserved for issuance or outstanding. The purchase price per share for the shares of Company Common Stock being acquired by the Management Shareholders pursuant to Section 1.03(a) is the same as the purchase price per share being paid by the Ripplewood Shareholder and other Persons who are acquiring shares of Company Common Stock simultaneously with the Management Shareholders.
Sample 1
CAPITAL STOCK; PRICE. The Company hereby represents and warrants to each Management Shareholder that: The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock, of which 6,855,853 shares are issued and outstanding (including 4,848,635 shares owned by the Ripplewood Shareholder) and 20,000,000 shares of Preferred Stock, of which 3,000,000 shares are issued and outstanding. Except for the shares specified in the preceding sentence, shares reserved for issuance pursuant to options granted to the Management Shareholders, the Other Management Shareholders and to the Executive and shares reserved for issuance pursuant to the Preferred Stock and Warrants Subscription Agreement dated November 17, 1999, among the Corporation, Weekly Reader Corporation, JLC Learning Corporation and the purchasers named therein, there are no shares of capital stock or other equity securities of the Company issued, reserved for issuance or outstanding. The purchase price per share for the shares of Company Common Stock being acquired by the Management Shareholders pursuant to Section 1.03(a) is the same as the purchase price per share paid by the Ripplewood Shareholder and other Persons who acquired shares of Company Common Stock simultaneously with the Ripplewood Shareholder.
Sample 1

Related to CAPITAL STOCK; PRICE

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

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

  • 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.

  • Adjustment for Stock Splits, Stock Dividends, Recapitalizations, etc The Exercise Price of this Warrant and the number of shares of Common Stock or other securities at the time issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities.

  • Capital Stock Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

  • Adjustments for Stock Splits, Stock Dividends, etc If from time to time while this Agreement shall remain in force and effect there is any stock split-up, stock dividend, stock distribution or other reclassification of the Common Stock of the Company, any and all new, substituted or additional securities to which the Stockholder is entitled by reason of his ownership of Shares shall be immediately subject to the restrictions on transfer and other provisions of this Agreement in the same manner and to the same extent as such Shares.

  • 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.

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (collectively, “Restricted Payments”), except that:

  • Adjustment for Common Stock Dividends and Distributions If the Company, at any time or from time to time after the Original Issue Date while this Warrant remains outstanding makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, in each such event the Exercise Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Price then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date, and thereafter the Exercise Price shall be adjusted pursuant to this Section 3.1(a)(ii) to reflect the actual payment of such dividend or distribution.

  • Dividends; Changes in Capital Stock Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to it or its subsidiaries;

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