Capitalization; Options or Other Rights Sample Clauses

Capitalization; Options or Other Rights. The authorized, issued and outstanding capital stock of the Company, including any warrants, options or other rights to acquire such capital stock, is as set forth on Schedule 5(g) hereto. All of such shares of capital stock set forth on such schedule as issued and outstanding have been duly authorized and validly issued, are fully paid and nonassessable and have not been issued in material violation of any federal or state securities laws or any preemptive rights of third parties. When issued, the Shares will be duly authorized and validly issued, fully paid and nonassessable and, assuming the accuracy of the applicable representations of Sellers in the Registrations Rights Agreement, will not have been issued in violation of any applicable federal or state securities laws or any preemptive rights of third parties. Except for stock options of eligible employees and directors of Buyer and as otherwise set forth in Schedule 5(g), there are no current commitments, plans or arrangements to issue or sell, and no outstanding options, warrants, convertible securities or other rights calling for the issuance of, additional shares of the capital stock or other equity securities of Buyer.
Sample 1
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Capitalization; Options or Other Rights. The authorized capital stock of Target consists of One-Thousand (1000) shares of Common Stock, no par value per share, of which Two-Hundred (200) shares are issued and outstanding. All issued and outstanding shares of capital stock of the Target have been duly authorized and validly issued and are fully paid and non-assessable with no personal liability attaching to the ownership thereof and are owned beneficially and of record by Shareholders in the amounts as set forth on Exhibit A hereto. There are no Liens (as hereinafter defined) on or with respect to any outstanding shares of capital stock of the Target. There are no outstanding (i) securities convertible into or exchangeable for any capital stock of the Target; (ii) options, warrants, preemptive rights, calls or other rights to purchase or subscribe for any capital stock of the Target or securities convertible into or exchangeable for capital stock thereof; or (iii) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance of any capital stock of Target, any such convertible or exchangeable securities or any such options, warrants, calls or rights. Shareholders collectively own 100% of the outstanding capital stock of Target. Except for Target's 83,237 shares of Parent Common Stock, Target does not own or control, or have any ownership interest in or any obligation to acquire an ownership interest in or any obligation to acquire an ownership interest, either directly or indirectly, in, nor is it controlled by or under common control with, any other corporation, partnership, joint venture or other entity.
Sample 1
Capitalization; Options or Other Rights. (a) The Company has authorized capital stock consisting of one thousand (1,000) shares of Common Stock, no par value, of which one hundred (100) Shares are issued and outstanding as of the date hereof. All of such issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have not been issued in violation of any preemptive rights. There are no commitments, plans or arrangements to issue or sell, and no outstanding options, warrants, convertible securities or other rights calling for the issuance of, additional shares of authorized but unissued, unauthorized or treasury shares of the capital stock or other equity securities of the Company. (b) Each of the Sellers is the record and beneficial owner of fifty (50) Shares of the Company, free and clear of any Lien. None of such Shares is the subject of any voting trust agreement or other agreement relating to the voting thereof or restricting in any way the sale or transfer thereof. Each of the Sellers has full right and authority to transfer such Shares pursuant to the terms of this Agreement.
Sample 1
Capitalization; Options or Other Rights. The Company has authorized capital stock consisting of two hundred (200) shares of Common Stock, no par value, of which ten (10) shares are issued and outstanding. All of the issued and outstanding Shares have been duly authorized and are validly issued and are fully paid and non-assessable. There are no commitments, plans or arrangements of the Company to repurchase, redeem, issue or sell, and no outstanding options, warrants, convertible securities or other rights calling for the issuance of, or exchangeable for, additional shares of the capital stock of the Company. The Shares are not the subject of any voting trust agreement or other agreement relating to the voting thereof or restricting in any way the sale or transfer thereof. The Shares are owned by the Seller, free and clear of any and all Liens. Upon the payment of the Purchase Price to the Seller at the Closing, the Seller will convey good and marketable title to the Shares to the Purchaser, free and clear of all Liens.
Sample 1

Related to Capitalization; Options or Other Rights

  • Options or Other Rights There is no outstanding right, subscription, warrant, call, unsatisfied preemptive right, option or other agreement of any kind to purchase or otherwise to receive from the Company or any Seller any of the outstanding, authorized but unissued, unauthorized or treasury shares of the capital stock or any other security of the Company, and there is no outstanding security of any kind convertible into such capital stock.

  • Issuance of Warrants or Other Rights If at any time the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant or other rights therefor), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant or other rights therefor) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect shall be adjusted as provided in Section 4(d) on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued and outstanding and the Issuer shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock Equivalents.

  • No Employment or Other Rights The grant of the Option shall not confer upon the Grantee any right to be retained by or in the employ or service of the Employer and shall not interfere in any way with the right of the Employer to terminate the Grantee’s employment or service at any time. The right of the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved.

  • Other Rights The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

  • No Rights as Shareholder Until Exercise This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price (or by means of a cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.

  • No Rights as Stockholder Until Exercise This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

  • Exercise of Other Rights Attaching to Escrow Securities You may exercise your rights to exchange or convert your escrow securities in accordance with this Agreement.

  • No Other Rights Granted Proprietary Information shall remain the property of the Originating Party. Neither this Agreement nor disclosure of Proprietary Information hereunder shall be construed as granting any right or license under any trade secrets, copyrights, inventions, patents or other Intellectual Property now or hereafter owned or controlled by either Party.

  • Rights of Grantee The Restricted Shares subject to this grant shall be fully paid and nonassessable and shall be either: (i) represented by certificates held in custody by the Company until all restrictions thereon have lapsed, together with a stock power or powers executed by Grantee in whose name such certificates are registered, endorsed in blank and covering such Restricted Shares; or (ii) held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares, and endorsed with an appropriate legend referring to the restrictions hereinafter set forth. Grantee shall have the right to vote the Restricted Shares. Upon vesting of the Restricted Shares hereunder, the Grantee: (x) shall receive cash dividends or cash distributions, if any, paid or made by the Company with respect to common shares after the Date of Grant and prior to the vesting of the Restricted Stock; and (y) shall receive any additional Restricted Shares that Grantee may become entitled to receive by virtue of a Restricted Share dividend, a merger or reorganization in which the Company is the surviving corporation or any other change in the capital structure of the Company.

  • No Rights as Shareholder Until Exercise; No Settlement in Cash This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

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