Capitalization; Stock Consideration Sample Clauses

Capitalization; Stock Consideration. (a) As of the date hereof, the authorized shares of capital stock of the Buyer consist of 220,000,000 shares, consisting of 200,000,000 shares of Buyer Common Stock, $0.10 par value per share, of which 85,112,754 shares were issued and outstanding as of October 30, 2009, and 20,000,000 shares of preferred stock, $1.00 par value per share, of which 4,739,500 shares of Series D Preferred Stock are issued and outstanding.
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Capitalization; Stock Consideration. There were 72,040,716 shares of Common Stock of Purchaser issued and outstanding as of August 31, 2005. The shares of Purchaser Common Stock to be issued to Sellers in connection with the Initial Stock Payment and the Earn-out Stock Payment, respectively, when issued in accordance with the Agreement, will be duly authorized, validly issued, fully paid and non-assessable, free and clear of all Encumbrances, and issued in compliance with applicable federal and state securities Laws. Upon receipt of a permit pursuant to Section 25121 of the California Corporations Code, the shares of Purchaser Common Stock to be issued to Sellers in connection with the Initial Stock Payment and the Earn-Out Stock Payment are and will be freely transferable with no selling restrictions other than (i) those provided for under Section 1.10 above and (ii) those that arise under the application of Rule 145(d) of the Securities Act.
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Capitalization; Stock Consideration. (a) As of the date hereof, the authorized and outstanding capital stock of Purchaser consists solely of (i) 320,000,000 shares of Purchaser common stock, par value $0.01, of which 113,939,972 are issued and outstanding, and (ii) 5,000,000 shares of preferred stock, par value $1.00, of which none are issued and outstanding. All outstanding shares of Purchaser’s capital stock are duly authorized, validly issued, fully paid and nonassessable. Except as disclosed in the SEC Documents filed publicly with the SEC prior to the date hereof (to the extent such disclosure does not constitute a “risk factor” or forward-looking statement) or as may be issued subsequently to employees under existing benefit plans disclosed in such SEC Documents, there are no (x) securities convertible into or exchangeable or exercisable for shares of Purchaser’s capital stock, (y) subscriptions, options, warrants, calls, rights, convertible securities or other Contracts, agreements or commitments of any kind or character obligating Purchaser to issue, transfer or sell any of its capital stock, or (z) any equity equivalents or any agreements, arrangements or understandings granting any Person any rights in Purchaser similar to capital stock. There are no outstanding obligations of Purchaser to repurchase, redeem or otherwise acquire any Purchaser capital stock.
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Capitalization; Stock Consideration. (a) Buyer’s authorized capitalization consists of 50,000,000 shares of common stock, par value $0.001 per share, and is in the process of being increased to 100,000,000 shares of common stock, $0.001 per share. Except as provided in this Agreement with respect to the Stock Consideration, the outstanding common stock of Buyer is as set forth in the most recent SEC Report and there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights, or (iii) subscriptions or other rights, agreements, arrangements, or commitments of any character, relating to the issued or unissued capital stock of, or other equity interests in, Buyer or obligating Buyer to issue, transfer, deliver or sell any options or common stock of, or other equity interest in, Buyer or securities convertible into or exchangeable for such shares or equity interests, or obligating Buyer to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such equity interest, are all, as of the dates thereof, as described in the SEC Reports. There are no outstanding obligations of Buyer to repurchase, redeem or otherwise acquire any capital stock of, or other equity interests in, Buyer or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any other entity.
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Capitalization; Stock Consideration. (a) The authorized capital stock of SCNV consists of 10,000,000 shares of SCNV Common Stock and 1,000,000 shares of preferred stock, par value $.01 per share (none of which are outstanding or held in the treasury of SCNV). As of the date hereof, the following shares of SCNV Common Stock are issued or reserved for issuance: (i) 541,343 shares of SCNV Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable; (ii) up to 1,041,044 shares of SCNV Common Stock to be issued pursuant to the Equity Financing (as defined in Section 6.12); (iii) up to 1,041,044 shares of SCNV Common Stock to be reserved for future issuance upon exercise of warrants of SCNV to be granted pursuant to the Equity Financing; (iv) up to 208,208 shares of SCNV Common Stock to be reserved for future issuance upon exercise of Unit Purchase Options (104,104) shares and 104,104 warrants) to be granted to the underwriter in connection with the Equity Financing; and (v) 200,000 shares of SCNV Common Stock reserved for future issuance upon exercise of stock options reserved for grant pursuant to the Option Plan (as defined in Section 6.11(b) hereof). Except as set forth herein or as contemplated by the transactions herein and the Equity Financing, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of SCNV or any of its subsidiaries or obligating SCNV or any of its subsidiaries to issue or sell any shares of capital stock of or other equity interests in SCNV or any of its subsidiaries.
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Capitalization; Stock Consideration. The authorized capital stock of Buyer consists of 600,000,000 Buyer Common Shares and 7,000,000 shares of preferred stock, without par value, consisting of 3,000,000 shares of Class A Serial Preferred Stock, without par value, and 4,000,000 shares of Class B Serial Preferred Stock, without par value. As of the close of business on September 23, 2020, (A) 399,229,916.77 Buyer Common Shares were issued and outstanding (not including Buyer Common Shares held in treasury), (B) 29,415,949.23 Buyer Common Shares were held in treasury, (C) no Buyer Preferred Stock was issued or outstanding, (D) 2,566,687.20 Buyer Common Shares were issuable upon the exercise of outstanding options to purchase Buyer Common Shares, (E) 4,898,164.60 Buyer Common Shares were subject to outstanding awards of performance shares and performance units (in each case assuming achievement of the applicable performance measures at the maximum level), 2,033,603 Buyer Common Shares were subject to outstanding awards of restricted stock units, 105,958.93 Buyer Common Shares were subject to outstanding awards of deferred shares, and 383,483 Buyer Common Shares were subject to outstanding awards of restricted shares, (F) 10,000,000 Buyer Common Shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2015 Employee Stock Purchase Plan, 4,871,880 Buyer Common Shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan (as amended and restated), 74,797 Buyer Common Shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2014 Nonemployee Directors’ Compensation Plan (as amended and restated), and 563,230 Buyer Common Shares were reserved for issuance (but no longer remained available) under the Cliffs Natural Resources Inc. 2012 Incentive Equity Plan (as amended and restated) (the “Buyer Stock Plans”), (G) 52,272,710 Buyer Common Shares were reserved for issuance in respect of the Buyer Convertible Notes, and (H) no other shares of capital stock or other voting securities of Buyer were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this ‎Section 5.10, there are no other shares of capital stock or other voting securities of Buyer issued, reserved for issuance or outstanding. All outstanding Buyer Common Shares are, and all Buyer Common Shares reserved for issuance in accordan...
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Capitalization; Stock Consideration. (a) The authorized capital stock of Buyer as of July 15, 2016 consists of 150,000,000 shares of Class A common stock, par value $0.001 per share, of which 9,584,286 are issued of which 6,654,024 are outstanding and 2,930,262 are held in treasury, 75,000,000 shares of Class B common stock, par value $0.001 per share, of which 16,662,743 shares are issued and outstanding and 10,000,000 shares of preferred stock, par value $0.001 per share, of which none are issued and outstanding. All of the issued and outstanding shares of Buyer’s capital stock have been duly authorized, validly issued and are fully paid and nonassessable and were not issued in violation of the preemptive, subscription or similar rights of any Person.
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Related to Capitalization; Stock Consideration

  • Stock Consideration 3 subsidiary...................................................................53

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • 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.

  • Exchange Consideration On or promptly after an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership Unitholder (or its designee), the Cash Settlement. Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the Partnership) to have the Company acquire Exchangeable Units directly from an exchanging Partnership Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash Settlement. If an exchanging Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership or the Company will, pursuant to the Exchange Notice submitted by the Partnership Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Unitholder in the Exchange Notice. Upon any Exchange, the Partnership or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Merger Consideration 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 Person:

  • Equity Consideration LICENSEE shall provide to UNIVERSITIES a founder’s position of LICENSEE’s equity equivalent to [***] percent ([***]%) of the original LICENSEE equity issued. For example, if the initial capitalization of LICENSEE consists of ten million (10,000,000) common shares, such equity shall be equal to [***] ([***]) common shares fully diluted, with each of Emory and UGARF holding [***] ([***]) common shares (or [***]%) and the inventor/founders of LICENSEE holding [***] ([***])common shares (or [***]%). LICENSEE will use commercially reasonable efforts to prepare an operating agreement and/or shareowners agreement within ninety (90) days after the Effective Date. The founder shares to be owned by the UNIVERSITIES and the investor/founders will be of the same class. It is the intent that Emory and UGARF will have the right to convert their ownership interests in LICENSEE into an economically equivalent founder’s position in any joint venture entered into by LICENSEE to develop Licensed Products or any Designated Affiliate of LICENSEE whose business includes developing the Licensed Products with the proviso that if LICENSEE reserves any such rights to Licensed Products unto itself in connection with any such joint venture, Emory and UGARF will maintain a smaller founder’s equity position in LICENSEE based on the relative value of such reserved rights by LICENSEE, provided that this right shall be exercisable only once, and only as to one such venture, and only then if it is exercised within thirty (30) days of notice from LICENSEE to UNIVERSITIES of the opportunity. UNIVERSITIES’ rights to effect such a conversion may be conditioned, at LICENSEE’s option, upon UNIVERSITIES’ entering into reasonable buy-sell agreements providing for rights of first refusal in favor of LICENSEE in the event UNIVERSITIES desire to transfer their interests in such joint venture and for “drag along” rights covering UNIVERSITIES’ interest in the event LICENSEE desires to transfer its interest in such joint venture.

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