Capitalization Shares and Stockholder Information Sample Clauses

Capitalization Shares and Stockholder Information. (a) The Company has 14,165,053 authorized shares of Company Common Stock, of which 4,625,000 shares are issued and outstanding. The Company has 5,100,000 authorized shares of Company Series A Preferred Stock, of which 5,073,971 shares are issued and outstanding. The Company has 2,000,000 authorized shares of Company Series B Preferred Stock, of which 1,543,680 shares are issued and outstanding. The outstanding shares of Company Capital Stock have been duly authorized and validly issued and are fully paid and non-assessable. As of the date of this Agreement, there were 3,950,588 shares of Company Common Stock reserved for issuance under the Company Equity Plan. Except as set forth in the previous sentence, there are no outstanding options, warrants, convertible or exchangeable securities or other rights, subscriptions, claims of any character, agreements, arrangements or commitments relating to any shares of Capital Stock or other equity of the Company or obligating the Company or any of its Affiliates to issue or sell any shares of Capital Stock of, or any other interest in, the Company or obligating Seller or any of its Affiliates to issue or sell any shares of Capital Stock of, or any other equity interest in, the Company (other than this Agreement). Except as otherwise described in this Section 4.4(a), there is no authorized, issued, or outstanding capital stock or other equity of the Company. All of the shares of the Company were issued in compliance in all material respects with applicable Laws, were not issued in violation of any agreement, arrangement or commitment to which the Company is a party or is subject to or in violation of any purchase option, call, right of first refusal, right of first offer, preemptive, subscription, or similar rights of any Person, and are owned of record and beneficially by the Sellers set forth in Section 4.4(b) of the Company Disclosure Schedule, free and clear of all Liens (other than any restrictions under the Securities Act and applicable state securities Laws). The Company does not have outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. Except as set forth on Section 4.4(a) of the Company Disclosure Schedule, there are no (i) voting trusts, voting agreements, proxies, security-holder agreements, buy-sell agreements, or other agreements that may affect the voting or transfer of any shares of the Company, (ii) Contracts between or among the Company, on the one h...
Sample 1
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Capitalization Shares and Stockholder Information. (a) Capitalization. The Company’s authorized Equity Interests consist of 200,000 Company Shares. Exhibit B sets forth the number of shares of each Equity Interest that are issued and outstanding and the number of shares of each Equity Interest that are held in treasury. All of the issued and outstanding Company Shares: (1) have been duly authorized and are validly issued, fully paid, and nonassessable, (2) were issued in compliance with all applicable state and federal securities Laws, (3) were not issued in Breach of any Commitments, and (4) as of the Closing Date are held of record and owned beneficially by the Stockholders as set forth in Exhibit B. The Company has no Commitments outstanding and has no obligation to issue any Commitments.
Sample 1
Capitalization Shares and Stockholder Information. (a) Capitalization. The Company’s authorized Equity Interests consist of (A) 25,135,000 Company Common Shares; and (B) 10,135,000 shares of Preferred Stock of which 7,750,000 have been designated Series A Preferred Stock and 2,385,000 have been designated as Series A-1 Preferred Stock. Exhibit A sets forth, as of the date of this Agreement and (after giving effect to any updates delivered pursuant to Section 7.1(l)) as of immediately prior to the Effective Time, the number of shares of each Equity Interest that are issued and outstanding and the number of shares of each Equity Interest that are held in treasury. All of the issued and outstanding Company Shares: (1) have been duly authorized and are validly issued, fully paid, and nonassessable, (2) were issued in compliance with all applicable state and federal securities Laws, (3) were not issued in Breach of any Commitments, and (4) as of the date hereof are held of record and owned beneficially by the Stockholders as set forth in Exhibit A. Schedule 4.5 lists (x) all Commitments with respect to any shares of capital stock of the Company, (y) the exercise price of such Commitments, and (z) the termination date of such Commitments. No additional Commitments will arise in connection with the Transactions. There are no Contracts with respect to the voting or transfer of the Company’s Equity Interests. The Company is not obligated to redeem or otherwise acquire any of its outstanding Equity Interests.
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Capitalization Shares and Stockholder Information 
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Related to Capitalization Shares and Stockholder Information

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • Stockholder Information Within five (5) days after receipt of a request from the Company, Investor hereby agrees to provide such information with respect to its status as a stockholder (or potential stockholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited investor status of the Company’s stockholders. Investor further agrees that in the event it transfers any Shares, it will require the transferee of such Shares to agree to provide such information to the Company as a condition of such transfer.

  • Shareholder Information Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

  • WARRANT HOLDER NOT DEEMED A STOCKHOLDER Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

  • Commission Shares other than Omnibus Shares (a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

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