Capital Structure of Company Sample Clauses

Capital Structure of Company. Except as set forth in the Company’s public SEC filings, no shares of the Company’s Common Stock or Preferred Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise (except as described below). All outstanding shares of capital stock of the Company and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except as set forth herein, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote). Except as set forth herein, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which Company is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Company or obligating Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of the Company’s Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.
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Capital Structure of Company. The authorized capital units of Company consists of 100 units (the "Authorized Units"). That all of the Authorized Units are owned by and under the control of Western. All of the Authorized are validly issued, fully paid and non-assessable. There are no outstanding subscriptions, options, calls, rights, warrants, convertible securities or other agreements or commitments obligating Company, to issue, sell or otherwise dispose of or to purchase, redeem or otherwise acquire any of the Authorized Units.
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Capital Structure of Company. The authorized share capital of Company consists of 100,000,000 of Company Common Shares. As of the close of business on August 1, 2008, 38,305,735 Company Common Shares were issued and outstanding, of which 23,415 were Company Restricted Shares, and 3,245,301 Company Common Shares were reserved for issuance upon the exercise or payment of outstanding warrants and outstanding stock options or other equity-related awards (such stock option and restricted share plans and programs, collectively, the “Company Share Plans”). There are no Company Common Shares held by Company or by its subsidiaries. From March 31, 2008 to the date hereof, Company has not issued or permitted to be issued any Company Common Shares, share appreciation rights or securities exercisable or exchangeable for or convertible into shares in the share capital of Company or any of its subsidiaries, other than pursuant to and as required by the terms of the Company Share Plans and, from March 31, 2008 to the date hereof, Company has not issued any share options or other awards under the Company Share Plans. All outstanding Company Common Shares have been duly authorized and validly issued and are fully paid and non-assessable and not subject to preemptive rights. No bonds, debentures, notes or other indebtedness having the right to vote (or which are convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote (“Voting Debt”) of Company or any subsidiary of Company are issued or outstanding. Except as set forth in Section 3.1(b)(iii) of the Company Disclosure Letter, and for options, units or awards issued or to be issued under the Company Share Plans, there are no options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character to which Company or any subsidiary of Company is a party or by which it or any such subsidiary is bound (A) obligating Company or any subsidiary of Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the share capital or any Voting Debt or other equity rights of Company, or of any subsidiary of Company, (B) obligating Company or any subsidiary of Company to grant, extend or enter into any such option, warrant, call, convertible or exchangeable security, right, commitment or agreement or (C) which provide the economic equivalent of an equity ownership interest in Company or any subsidiary of Company. Except as set f...
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Capital Structure of Company. The authorized capital stock of the Company consists of (i) 100 shares of common stock, par value $1.00 per share ("Company Common Stock"), of which, as of the date hereof, 100 shares are issued and outstanding and held by Company Parent and no shares are held in treasury. As of the Closing Date, all outstanding Company Common Stock will be held by Company Parent free and clear of all liens, encumbrances, charges, defaults or equitable interests. As of the date hereof, no shares of Company Common Stock are reserved for issuance. All outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. The Company does not have and is not bound by any Rights which are authorized, issued or outstanding with respect to the capital stock of the Company except as set forth above. None of the shares of the Company's capital stock has been issued in violation of the preemptive rights of any person. The Company has no Subsidiary.
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Capital Structure of Company. With respect to the capital structure of the Company: (a) on the date hereof and at the Closing Date the authorized capital stock of the Company consists and will consist of 5,000 Company Shares of which 1,000 voting and 960 non-voting shares are now, and on the Closing Date will be, duly issued and outstanding and fully paid and nonassessable; no Company Shares are held in its treasury or have otherwise been reacquired or have been issued in violation of any preemptive rights; (b) all of the Company Shares are now and on the Closing Date will be owned and held of record and beneficially by the Shareholders as set forth on the Schedule of Capitalization and Qualification, free and clear of all claims, liens and encumbrances; (c) except for an oral promise made to the Advisory Board, there are not now, and on the Closing Date there will not be, any warrants, rights, options, subscriptions or agreements to issue shares of capital stock, securities convertible into capital stock or other securities of the Company; and (d) there is not now, and there will not be on the Closing Date any liability for dividends declared or accumulated but unpaid with respect to any securities of the Company.
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Capital Structure of Company. The authorized capital stock of the Company as of the date hereof consists of (i) 1,000,000 Class A Shares, of which 1 Class A Share is issued and outstanding and held by Immtech, (ii) 1,000,000 Class B Shares, of which 310,000 Class B Shares are issued and outstanding and held by Franklin and/or its designees, and (iii) 500,000 Class C Shares, of which 33,333 Class C Shares are issued and outstanding and held by Xxxxxxxx X. Xxxxxxx ("Xx. Xxxxxxx"), 30,000 Class C Shares are reserved for issuance pursuant to options granted or to be granted to Xx. Xxxxxxx and 100,000 Class C Shares are reserved for issuance pursuant to options to be granted under the Company Stock Option Plan (defined in Section 16.C.). All of the Shares that are issued and outstanding are duly authorized, validly issued, fully paid and non-assessable. The Shares to be issued at all closings pursuant hereto will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable. Except as contemplated by this Agreement and except as set forth above, there are no outstanding subscriptions, options, rights, warrants, convertible securities or other agreements or commitments obligating the Company to issue or to transfer from its treasury any additional shares of its capital stock of any class, nor are there any agreements or commitments obligating the Company to repurchase or redeem any of the shares of its capital stock.
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Capital Structure of Company. As of the date hereof, the authorized capital stock of Company consists of 25,000,000 shares of Common Stock, of which 9,580,331 shares are issued and outstanding as of the date hereof, together with options to purchase 1,729,506 shares of Common Stock and warrants to purchase 300,742 shares of Common Stock; and 5,000,000 shares of preferred stock, of which 200,000 have been designated as Series A Senior Participating Preferred Shares and none of which are issued and outstanding. Except for this Agreement and the Ancillary Agreements or as disclosed herein or therein, there are no agreements, arrangements, options, warrants, calls, rights or commitments of any character relating to the issuance, sale, purchase or redemption of any shares of capital stock of Company, other than those disclosed in Company's periodic filings under the Exchange Act and stock options granted to employees, officers and directors. No holder of Common Stock has any preemptive, stock purchase or other rights to acquire Common Stock. All of the outstanding shares of Common Stock are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar rights.
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Capital Structure of Company. (a) Since July 23, 2004, neither the Company nor any of its Material Subsidiaries shall have issued, redeemed, retired or repurchased any securities other than in transactions reasonably satisfactory to you; provided, however, the Company and its Subsidiaries are entitled to (i) have issued securities to finance the purchase and recapitalization of TNPE in the manner described in the TNPE Announcement Material and (ii) have issued, redeemed, retired or repurchased securities for other corporate purposes, in either case so long as such issuances, redemptions, retirements or repurchases shall not have resulted in the Company’s credit rating falling below investment grade. (b) On or prior to the Closing Date, the Company shall have issued securities, with terms and conditions reasonably satisfactory to you, in the manner and for the purpose described in the TNP Announcement Material. (c) If requested by you, you shall have received an Officer’s Certificate certifying as to such matters of fact as you may reasonably specify to enable you to determine that the conditions specified in Sections 4.8(a) and (b) have been fulfilled.
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Capital Structure of Company 
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Related to Capital Structure of Company

  • Capital Structure of the Company As of the date of this Agreement, the number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of capital stock reserved for issuance under the Company’s various option and incentive plans is specified on Schedule 3.3. Except as set forth in Schedule 3.3, no shares of capital stock or other equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 3.3, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters. Except as set forth in Schedule 3.3, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. Except as set forth on Schedule 3.3, there are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company.

  • Capital Structure (a) The entire authorized capital stock of Parent consists of 2,000,000,000 shares of common stock, par value $1.00 per share (the “Parent Common Stock”) and 1,500,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”). At the close of business on November 22, 2013, (i) 582,708,913 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, (iii) 182,465,987 shares of Parent Common Stock were held by Parent in its treasury, (iv) 32,027,774 shares of Parent Common Stock were subject to options to purchase Parent Common Stock, (v) 23,955 shares of Parent Common Stock were subject to awards with respect to restricted Parent Common Stock, (vi) 2,911,298 shares of Parent Common Stock were subject to restricted stock unit awards with respect to Parent Common Stock) and (vii) 53,247,770 shares of Common Stock were reserved for issuance pursuant to future awards under benefit plans of Parent. No shares of Parent Common Stock are subject to or were issued in violation of the preemptive rights of any shareholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Organizational Documents of Parent or any agreement to which Parent is a party or otherwise bound. Except as set forth in this Section 4.2 and in Section 4.2 of the Parent Disclosure Letter, as of the date of this Agreement, there are no (i) issued and outstanding shares of capital stock of or other voting or equity interests in Parent, (ii) securities of Parent convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in Parent, (iii) options, warrants or other rights or agreements to acquire from Parent, or other obligation of Parent to issue, deliver, transfer or sell, or cause to be issued, delivered, transferred or sold, any shares of capital stock of or other voting or equity interests in Parent or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in Parent, (iv) voting trusts, proxies or other similar agreements to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound with respect to the voting of any shares of capital stock of or other voting or equity interests in Parent or any of its Subsidiaries, (v) obligations restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of or other voting or equity interests in Parent or any of its Subsidiaries, or (vi) outstanding or authorized appreciation rights, rights of first offer, performance shares, “phantom” stock rights or other agreements or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, or stock price performance or other attribute of Parent or any of its Subsidiaries or any of their businesses or assets are calculated in accordance therewith (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Parent Securities”). There are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. (b) All of the shares of Parent Common Stock are, and the shares of Parent Common Stock constituting the Per Share Common Stock Merger Consideration when issued will be, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Organizational Documents of Parent, or any agreement to which Parent is a party or otherwise bound. Such shares have been issued in material compliance with all applicable state and federal Laws concerning the issuance of securities.

  • Company Capital Structure (a) The registered share capital of the Company is NIS 30,000,000 divided into 30,000,000 Company Shares, of which 20,406,363 Company Shares are issued and outstanding as of August 31, 2009. No Company Shares are dormant shares and no shares are held in treasury by any member of the Company Group. All outstanding Company Shares, when issued, were duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

  • Organizational and Capital Structure The organizational structure and capital structure of Holdings and its Subsidiaries shall be as set forth on Schedule 4.1.

  • Organizational Structure The ISO will be governed by a ten (10) person unaffiliated Board of Directors, as per Article 5 herein. The day-to-day operation of the ISO will be managed by a President, who will serve as an ex-officio member of the ISO Board, in accordance with Article 5 herein. There shall be a Management Committee as per Article 7 herein, which shall report to the ISO Board, and shall be comprised of all Parties to the Agreement. There shall be at least two additional standing committees, the Operating Committee, as provided for in Article 8, and the Business Issues Committee, as provided for in Article 9, both of which shall report to the Management Committee. A Dispute Resolution Process will be established and administered by the ISO Board in accordance with Article 10.

  • Capital Structure and Business If all or part of a Credit Party's Stock is pledged to Agent, that Credit Party shall not issue additional Stock. No Credit Party shall amend its charter or bylaws in a manner that would adversely affect Agent or Lenders or such Credit Party's duty or ability to repay the Obligations. No Credit Party shall engage in any business other than the businesses currently engaged in by it or businesses reasonably related thereto.

  • Changes in Capital Structure of Issuers Such Grantor will not (i) permit or suffer any issuer of Capital Stock constituting Pledged Collateral owned by it to dissolve, merge, liquidate, retire any of its Capital Stock or other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its assets (except for Permitted Liens and sales of assets permitted pursuant to Section 4.1(d)) or merge or consolidate with any other entity, or (ii) vote any such Pledged Collateral in favor of any of the foregoing.

  • Changes in Capital Structure If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares or Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

  • Change in Capital Structure The terms of this Agreement, including the number of Stock Units subject to this Agreement, shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-sups, subdivisions or consolidations of shares or other similar changes in capitalization.

  • Capital Structure and Contributions Section 5.1 Capital Structure 16 Section 5.2 Capital Contributions 16 Section 5.3 Capital Accounts 16 Section 5.4 Additional Financing 16

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