Common use of Capitalization of SYS Clause in Contracts

Capitalization of SYS. 3.6.1 The authorized capital stock of SYS consists of 48,000,000 common shares (the “SYS Common Stock”), 250,000 preferred shares (the “SYS Preferred Stock”), and 2,000,000 preference shares (the “SYS Preference Stock”). At the date of this Agreement, (i) 13,915,596 shares of SYS Common Stock are issued and outstanding, (ii) 4,535,086 shares of SYS Common Stock are reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by SYS, not including SYS’s Stock Option and Stock Purchase Plans, (iii) 1,714,159 shares of SYS Common Stock are reserved for issuance under SYS’s Stock Option and Stock Purchase Plans, (iv) no shares of SYS Preferred Stock are issued and outstanding, and (v) no shares of SYS Preference Stock are issued and outstanding. The SYS Common Stock, the SYS Preferred Stock, and the SYS Preference Stock are referred to herein collectively as the “SYS Capital Stock.” Each outstanding share of SYS Capital Stock is duly authorized and validly issued, fully paid and nonassessable and has not been issued in violation of any preemptive or similar rights. The issuance and sale of all of the shares of SYS Capital Stock described in this Section 3.6.1 have been in compliance in all material respects with applicable federal and state securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sys)

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Capitalization of SYS. 3.6.1 The authorized capital stock of SYS consists of 48,000,000 common shares (the "SYS Common Stock"), 250,000 preferred shares (the "SYS Preferred Stock"), and 2,000,000 preference shares (the "SYS Preference Stock"). At the date of this Agreement, (i) 13,915,596 8,161,566 shares of SYS Common Stock are issued and outstanding, (ii) 4,535,086 2,038,840 shares of SYS Common Stock are reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by SYS, not including SYS’s 's Stock Option and Stock Purchase Plans, (iii) 1,714,159 3,708,219 shares of SYS Common Stock are reserved for issuance under SYS’s 's Stock Option and Stock Purchase Plans, (iv) no shares of SYS Preferred Stock are issued and outstanding, and (v) no shares of SYS Preference Stock are issued and outstanding. The SYS Common Stock, the SYS Preferred Stock, and the SYS Preference Stock are referred to herein collectively as the "SYS Capital Stock." Each outstanding share of SYS Capital Stock is duly authorized and validly issued, fully paid and nonassessable and has not been issued in violation of any preemptive or similar rights. The issuance and sale of all of SYS Common Stock is traded on the shares of SYS Capital Stock described in this Section 3.6.1 have been in compliance in all material respects with applicable federal and state securities lawsOver-the-Counter Bulletin Board.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sys)

Capitalization of SYS. 3.6.1 The authorized capital stock of SYS consists of 48,000,000 common shares (the “SYS Common Stock”), 250,000 preferred shares (the “SYS Preferred Stock”), and 2,000,000 preference shares (the “SYS Preference Stock”). At the date of this Agreement, (i) 13,915,596 11,438,513 shares of SYS Common Stock are issued and outstanding, (ii) 4,535,086 1,956,297 shares of SYS Common Stock are reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by SYS, not including SYS’s Stock Option and Stock Purchase Plans, (iii) 1,714,159 2,498,100 shares of SYS Common Stock are reserved for issuance under SYS’s Stock Option and Stock Purchase Plans, (iv) no shares of SYS Preferred Stock are issued and outstanding, and (v) no shares of SYS Preference Stock are issued and outstanding. The SYS Common Stock, the SYS Preferred Stock, and the SYS Preference Stock are referred to herein collectively as the “SYS Capital Stock.” Each outstanding share of SYS Capital Stock is duly authorized and validly issued, fully paid and nonassessable and has not been issued in violation of any preemptive or similar rights. The issuance and sale of all of the shares of SYS Capital Stock described in this Section 3.6.1 3.6 have been in compliance in all material respects with applicable federal and state securities laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sys)

Capitalization of SYS. 3.6.1 The authorized capital stock of SYS consists of 48,000,000 common shares (the "SYS Common Stock"), 250,000 preferred shares (the "SYS Preferred Stock"), and 2,000,000 preference shares (the "SYS Preference Stock"). At the date of this Agreement, (i) 13,915,596 8,161,566 shares of SYS Common Stock are issued and outstanding, (ii) 4,535,086 2,038,840 shares of SYS Common Stock are reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by SYS, not including SYS’s 's Stock Option and Stock Purchase Plans, (iii) 1,714,159 3,708,219 shares of SYS Common Stock are reserved for issuance under SYS’s 's Stock Option and Stock Purchase Plans, (iv) no shares of SYS Preferred Stock are issued and outstanding, and (v) no shares of SYS Preference Stock are issued and outstanding. The SYS Common Stock, the SYS Preferred Stock, and the SYS Preference Stock are referred to herein collectively as the "SYS Capital Stock." Each outstanding share of SYS Capital Stock is duly authorized and validly issued, fully paid and nonassessable and has not been issued in violation of any preemptive or similar rights. The issuance and sale of all of the shares of SYS Capital Stock described in this Section 3.6.1 have been in compliance in all material respects with applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Sys)

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Capitalization of SYS. 3.6.1 The authorized capital stock of SYS consists of 48,000,000 common shares (the “SYS Common Stock”), 250,000 preferred shares (the “SYS Preferred Stock”), and 2,000,000 preference shares (the “SYS Preference Stock”). At the date of this Agreement, (i) 13,915,596 11,438,513 shares of SYS Common Stock are issued and outstanding, (ii) 4,535,086 1,956,297 shares of SYS Common Stock are reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by SYS, not including SYS’s Stock Option and Stock Purchase Plans, (iii) 1,714,159 2,498,100 shares of SYS Common Stock are reserved for issuance under SYS’s Stock Option and Stock Purchase Plans, (iv) no shares of SYS Preferred Stock are issued and outstanding, and (v) no shares of SYS Preference Stock are issued and outstanding. The SYS Common Stock, the SYS Preferred Stock, and the SYS Preference Stock are referred to herein collectively as the “SYS Capital Stock.” Each outstanding share of SYS Capital Stock is duly authorized and validly issued, fully paid and nonassessable and has not been issued in violation of any preemptive or similar rights. The issuance and sale of all of the shares of SYS Capital Stock described in this Section 3.6.1 have been in compliance in all material respects with applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Sys)

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