Capitalization; Merger Consideration Clause Samples
Capitalization; Merger Consideration. The authorized share capital of Bearing consists of an unlimited number of Bearing Common Shares. As of the close of business on the date hereof, 21,387,418 Bearing Common Shares were issued and outstanding, and except as noted in Section 3.6 of the Bearing Disclosure Schedule, there are no other options, warrants, conversion privileges or other rights, shareholder rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by Bearing of any securities of Bearing (including Bearing Common Shares), or any Bearing Subsidiaries, or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of Bearing (including Bearing Common Shares) or any Bearing Subsidiaries. All outstanding shares of Bearing capital stock have been duly authorized and validly issued, are fully paid and non-assessable. When issued by Bearing to the holders of Company Common Stock, Company Options, Company Warrants and/or Company Restricted Stock Units in accordance with the terms of this Agreement, the Merger Consideration and all other securities of Bearing issued to any such Persons pursuant to this Agreement, will be validly and duly issued free and clear of all Liens except those imposed by applicable Securities Laws.
Capitalization; Merger Consideration. The number of shares and type of all authorized, issued and outstanding capital stock of Buyer, and all shares of Buyer common stock reserved for issuance under Buyer’s various option and incentive plans, is specified in Schedule 4.3. The issuance of the Buyer Common Stock as part of the Merger Consideration will not, immediately or with the passage of time, obligate Buyer to issue any of its capital stock securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of capital stock of Buyer to any Person and will not result in a right of any holder of Buyer securities to adjust the exercise, conversion, exchange or reset price under such securities.
Capitalization; Merger Consideration. The number of shares and type of all authorized, issued and outstanding capital stock of KIT, and all shares of KIT common stock reserved for issuance under KIT’s various option and incentive plans, is specified in Schedule 4.3. Except as specified in Schedule 4.3, no securities of KIT are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement. Except as specified in Schedule 4.3, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of capital stock of KIT, or contracts, commitments, understandings or arrangements by which KIT is or may become bound to issue additional shares of common stock, or securities or rights convertible or exchangeable into shares of common stock. The issuance of the KIT Common Shares as part of the Merger Consideration will not, immediately or with the passage of time, obligate KIT to issue any of its capital stock securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of capital stock of KIT to any Person and will not result in a right of any holder of KIT securities to adjust the exercise, conversion, exchange or reset price under such securities.
Capitalization; Merger Consideration. (a) The authorized capital stock of the Company consists solely of 89,000,000 shares of Company Common Stock, par value $0.0001 per share, and 35,750,000 shares of preferred stock, par value $0.001 per share, all of which are designated as Company Series A Stock.
(b) As of the date of this Agreement, the issued and outstanding capital stock of the Company consists solely of 30,670,117 shares of Company Common Stock and 35,344,710 shares of Company Series A Stock, which are held of record and beneficially by the stockholders of the Company as set forth on SCHEDULE 2.3(b) TO THE DISCLOSURE MEMORANDUM. Such outstanding shares are, and immediately prior to the Closing will be, duly authorized and validly issued, fully paid and nonassessable, and issued in compliance with all applicable federal and state securities laws. To the Company's knowledge, no Person, other than the stockholders of the Company listed on SCHEDULE 2.3(b) TO THE DISCLOSURE MEMORANDUM, holds any interest in any of the outstanding shares.
(c) As of the date of this Agreement, other than as set forth on SCHEDULE 2.3(c) TO THE DISCLOSURE MEMORANDUM, there are no outstanding rights of first refusal or offer, preemptive rights, options, warrants, conversion rights, other rights or other agreements, either directly or indirectly, for the purchase or acquisition from the Company or any stockholder of the Company of any shares of Company Capital Stock or any securities or instruments convertible into or exchangeable for shares of Company Capital Stock (collectively, "STOCK PURCHASE RIGHTS"). SCHEDULE 2.3(c) TO THE DISCLOSURE MEMORANDUM also identifies any Stock Purchase Rights that have been offered in connection with any employment or consulting agreement but that, as of the date hereof, have not been issued or granted.
(d) Except as set forth on SCHEDULE 2.3(d) TO THE DISCLOSURE MEMORANDUM, the Company is not a party or subject to any agreement or understanding and (other than voting agreements entered into in connection with this Agreement) there is no agreement or understanding between any Persons that affects or relates to the voting or giving of written consents with respect to any securities of the Company or the voting of any securities of the Company by any director or officer of the Company. The Company has no contractual or other obligation to register any of its presently outstanding securities or any of its securities that may hereafter be issued.
(e) All rights of refusal, rights of f...