Capitalization of the Company; Status of Capital Stock Sample Clauses

Capitalization of the Company; Status of Capital Stock. The Company has a total authorized capitalization consisting of 25,950,867 shares of Common Stock. A complete list of the outstanding capital stock of the Company and the names in which such capital stock of the Company is registered is set forth on EXHIBIT 6.18 attached hereto. All the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and nonassessable. Except as otherwise set forth on EXHIBIT 6.18 and except for the Warrants, there are no options, warrants or rights to purchase shares of capital stock or other securities of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities. The shares of Common Stock issuable upon exercise of the Warrants, when issued in accordance with the terms of the Warrants, will be duly authorized, validly issued and fully paid and nonassessable. Except as otherwise set forth on EXHIBIT 6.18, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant state and federal securities laws. Except as set forth in this Agreement or as otherwise set forth on EXHIBIT 6.18, no holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party, or which are otherwise binding upon the Company. Neither the issuance of the Notes or Warrants, nor the issuance of shares of Common Stock upon the exercise of the Warrants, will trigger any preemptive or similar right on the part of any party. The offer and sale of all shares of capital stock and other securities of the Company issued before the Closing complied with or were exempt from all federal and state securities laws.
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Capitalization of the Company; Status of Capital Stock. The Company has a total authorized capitalization consisting of 1,750 shares of capital stock, NLG 100 par value per share. A complete list of the outstanding capital stock of the Company and the names in which such capital stock of the Company is registered is set forth on EXHIBIT 6.18 attached hereto. All the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and nonassessable. Except as otherwise set forth on EXHIBIT 6.18, there are no options, warrants or rights to purchase shares of capital stock or other securities of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities. Except as otherwise set forth on EXHIBIT 6.18, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant state and federal securities laws. Except as set forth in this Agreement or as otherwise set forth on EXHIBIT 6.18, no holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party, or which are otherwise binding upon the Company. The issuance of the Notes will not trigger any preemptive or similar right on the part of any party.
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Capitalization of the Company; Status of Capital Stock. The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, $.001 par value per share, and 1,000,000 shares of Preferred Stock, $.001 par value per share, of which 15,000 shares are designated Series A Convertible Preferred Stock (“Series A Preferred Stock”), 225,000 are designated Series B Convertible Preferred Stock (“Series B Preferred Stock”), 1,000 shares are designated Series C Cumulative Accelerating Redeemable (“Series C Preferred Stock”), 750,000 shares are designated Series C-1 Preferred Stock, 1,000 shares are designated Series D Cumulative Accelerating Redeemable Preferred Stock (“Series D Preferred Stock”), 1,000 shares are designated Series E Cumulative Accelerating Redeemable Preferred Stock (“Series E Preferred Stock”), and 1,000 shares are designated Series H Cumulative Accelerating Redeemable Preferred Stock (“Series H Preferred Stock”). At the Closing and upon the consummation of the recapitalization transactions provided for under the Restructuring Agreement but without giving effect to any of the transactions contemplated hereunder, 9,206,111 shares of Common Stock, 10,834 shares of Series A Preferred Stock, 150,325 shares of Series B Preferred Stock, no shares of Series C Preferred Stock, 77,200 shares of Series C-1 Preferred Stock, no shares of Series D Preferred Stock, no shares of Series E Preferred Stock and no shares of Series H Preferred Stock will be issued and outstanding. A complete list of the outstanding capital stock of the Company and the names in which such capital stock of the Company is registered on the books of the Company is set forth on Exhibit 6.18 attached hereto. All the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and non-assessable. The Purchased Shares and the Additional Shares, in each case when issued against payment of the purchase price for such shares, will be duly authorized, validly issued and fully paid and non-assessable. The Preferred Conversion Shares, when issued upon conversion of the Purchased Shares or the Additional Shares, as the case may be, will be duly authorized, validly issued, fully paid and non-assessable. Except as otherwise set forth on Exhibit 6.18, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in th...
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Capitalization of the Company; Status of Capital Stock. Immediately prior to the Initial Closing Date, the Company has a total authorized capitalization consisting of 10,000,000 shares of Common Stock, of which 3,590,000 shares are issued and outstanding, and 2,000,000 shares of Preferred Stock. Of the authorized shares of Preferred Stock, 931,044 shares are designated Series A Preferred Stock, none of which are issued and outstanding, and 439,589 shares are designated Series B Preferred Stock, all of which are issued and outstanding. A complete list of the outstanding capital stock of the Company and the names in which such capital stock of the Company is registered is set forth on Exhibit 6.18 hereto. All the outstanding shares of ------------ capital stock of the Company have been duly authorized, are validly issued and are fully paid and nonassessable. The shares of Common Stock issuable upon conversion of the Preferred Shares and upon exercise of the Warrants, when so issued against payment of the purchase price for such Common Stock, will be duly authorized, validly issued and fully paid and nonassessable. Except as otherwise set forth on Exhibit 6.18 and except for the Preferred Shares, the ------------ Warrants and the Dublind Warrants, there are no options, warrants or rights to purchase shares of capital stock or other securities of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities. Except as otherwise set forth on Exhibit 6.18 or as set forth in the Stockholders' Agreement, there are no ------------ restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant state and federal securities laws. Except as set forth in this Agreement, in the Stockholders' Agreement or as otherwise set forth on Exhibit 6.18, no holder of any security of the Company is entitled to ------------ preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party, or which are otherwise binding upon the Company. The offer and sale of all shares of capital stock and other securities of the Company issued before the Initial Closing complied with or were exempt from all federal and state securities laws.
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Related to Capitalization of the Company; Status of Capital Stock

  • Capitalization; Status of Capital Stock As of November 30, 1997, the authorized capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) and no shares of Preferred Stock were issued or outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

  • Capitalization of the Company The authorized capital stock of the Company consists of an unlimited number of shares of Common Stock and preferred stock, no par value, of which 8,000,000 shares of Common Stock and no shares of preferred stock are outstanding. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable. Following the issuance of Company Shares, the capitalization of the Company shall be 40,000,000 shares of common stock.

  • Treatment of Capital Stock Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any shareholder:

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

  • Restriction on Sales of Capital Stock The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, of which the Representative has been advised in writing or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.18.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date.

  • 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.

  • Effect on Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders:

  • 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.

  • Restriction on Sale of Capital Stock During the Commitment Period, the Company shall not issue or sell (i) any Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than such Common Stock's Bid Price determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8.

  • Description of Capital Stock The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

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