Capitalization; Title to the Securities Sample Clauses

Capitalization; Title to the Securities. (a) The authorized capital stock of the Company consists of 500,000,000 shares of Company Common Stock. As of the date hereof, (i) 391,198,844 shares of Company Common Stock are issued and outstanding (not including shares described in clause (v) below); (ii) no shares of preferred stock of the Company are issued and outstanding; (iii) 13,447,201 shares of Company Common Stock are reserved for issuance under the Company Stock Plans; (iv) 13,386,050 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options issued under the Company Stock Plans; (v) 32,920,399 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Restricted Stock granted under the Company Stock Plans; (vi) no shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants; and (vii) no shares of Company Common Stock are issued and held in the treasury of the Company. All shares of outstanding Company Common Stock are, and all shares of Company Common Stock which may be issued pursuant to the exercise of outstanding Company Options will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. The rights, preferences and privileges of the Company Common Stock are as set forth in the Company Certificate of Incorporation. As of the Closing, the issued and outstanding Company Common Stock, Company Options and Company Restricted Stock (including the shares subject to issuance pursuant to such outstanding Company Options) are set forth on the Final Conversion Schedule.
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Capitalization; Title to the Securities. (a) The authorized capital stock of the Company consists of (i) 6,270,000 shares of Company Common Stock, par value $.01 per share (“Common Stock”); (ii) 1,005,000 shares of Company Common AA Stock, par value $.01 per share (“Common AA Stock”) and (iii) 3,475,000 shares of Company Preferred Stock, par value $.01 per share (“Company Preferred Stock”), of which 250,000 shares are designated “Series A Convertible Preferred Stock” (the “Series A Preferred”); 1,200,000 shares are designated “Series B Convertible Preferred Stock” (the “Series B Preferred”); 475,000 shares are designated “Series C Convertible Preferred Stock” (the “Series C Preferred”); 1,000,000 shares are designated “Series D Convertible Preferred Stock” (the “Series D Preferred”); and 550,000 shares are designated “Series D1 Convertible Preferred Stock” (the “Series D1 Preferred”). As of the date hereof, (i) 415,183 shares of Common Stock are issued and outstanding; (ii) 1,004,106 shares of Common AA Stock are issued and outstanding; (iii) 234,012 shares of Series A Preferred are issued and outstanding, 1,069,955 shares of Series B Preferred are issued and outstanding, 449,939 shares of Series C Preferred are issued and outstanding, 771,631 shares of Series D Preferred are issued and outstanding; and 477,543 shares of Series D1 Preferred are issued and outstanding; (iv) 1,100,000 shares of Common Stock are reserved for issuance under the Company Stock Plan; (v) 1,024,960 shares of Common Stock are subject to issuance pursuant to outstanding Company Options issued under the Company Stock Plan; and (vi) 4,157,420 shares of Common Stock are reserved for issuance upon conversion of the Common AA Stock and the Company Preferred Stock. The Fully Diluted Share Number is 5,597,568. No shares of Company Capital Stock are issued and held in the treasury of the Company. All issued and outstanding shares of Company Capital Stock are, and all shares of Company Capital Stock which may be issued pursuant to the exercise of outstanding Company Options or the conversion of Company Preferred Stock will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and have been issued in compliance with all applicable U.S. federal, state and non-U.S. Legal Requirements.
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Capitalization; Title to the Securities. (a) The authorized capital stock of the Company consists of (i) 200,000 shares of common stock, par value $0.01 per share (“Company Common Stock”) and (ii) 1,001 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”), of which 1,000 shares are undesignated and 1 share is designated as “Junior Preferred Stock, Series B” (the “Series B Preferred Stock”). As of the date hereof, (A) 41,242.15006 shares of Company Common Stock are issued and outstanding, (B) 1 share of Series B Preferred Stock is issued and outstanding, and (C) Company Warrants to purchase 100,430.70100 shares of Company Common Stock are issued and outstanding. No shares of Company Capital Stock are issued and held in the treasury of the Company. All shares of outstanding Company Capital Stock are, and all shares of Company Capital Stock which may be issued pursuant to the exercise of outstanding Company Warrants will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. The rights, preferences and privileges of the Company Capital Stock are as set forth in the Company Certificate of Incorporation. As of the Closing, the issued and outstanding Company Capital Stock and Company Warrants (including the shares subject to issuance pursuant to such outstanding Company Warrants) are set forth on the Closing Consideration Schedule.
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Capitalization; Title to the Securities. All of the issued and outstanding shares of capital stock of the Seller are owned, directly or indirectly, beneficially and of record by the Shareholder free and clear of all Liens.
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Capitalization; Title to the Securities. As of immediately prior to the Closing, the authorized capital stock of the Company consists of an unlimited number of Class A and Class B Common Shares and Preferred Shares, issuable in Series. All of the issued and outstanding shares of capital stock of the Company are owned, directly or indirectly, beneficially and of record by the Persons as set forth on Schedule 2.2, free and clear of all Liens, except as set forth on Schedule 2.2. For purposes of this Section 2.2, "beneficially own" any shares of capital stock shall mean having or sharing the power to direct or control the voting or disposition of such shares of capital stock.
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Capitalization; Title to the Securities. All of the issued and outstanding shares of capital stock of the Seller are owned, directly or indirectly, beneficially and of record by the Shareholders free and clear of all Liens.
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Capitalization; Title to the Securities. The authorized securities of URN LLC consist solely of 1,000 units of membership interests, all of which are issued and outstanding. The URN LLC Securities represent all of the issued and outstanding securities of URN LLC and there are no other authorized, issued or outstanding securities of URN LLC. There are no commitments providing for the issuance of any additional securities of URN LLC. The URN LLC Securities are owned by Seller free and clear of any Liens, other than (i) as of the date of this Agreement, but not as of the Closing Date, the Liens imposed under the Uranium One Credit Agreements, and (ii) transfer restrictions imposed by applicable Laws. All of such URN LLC Securities have been validly issued, are fully paid and non-assessable, and have not been issued in violation of any pre-emptive or similar rights or applicable Law. The authorized securities of URN Ltd. consist solely of one hundred (100) units of partnership interest, consisting of one (1) unit of general partnership interest and ninety-nine (99) units of limited partnership interest, all of which are issued and outstanding. The URN Ltd. Securities represent all of the issued and outstanding units of limited partnership interest of URN Ltd., and URN LLC holds all of the outstanding units of general partnership interest of URN Ltd., and there are no other authorized, issued or outstanding securities of URN Ltd. There are no commitments providing for the issuance of any additional securities of URN Ltd. The URN Ltd. Securities are owned by Seller free and clear of any Liens, other than (i) as of the date of this Agreement, but not as of the Closing Date, the Liens imposed under the Uranium One Credit Agreements, and (ii) transfer restrictions imposed by applicable Laws. All of such URN Ltd. Securities have been validly issued, are fully paid and non-assessable, and have not been issued in violation of any pre-emptive or similar rights or applicable Law. To Seller's Knowledge, URN Ltd. owns a 99% interest in STMV and Everest Exploration, Inc. owns a 1% interest in STMV, and there are no other authorized, issued or outstanding interests or securities of STMV or other commitments providing for the issuance of any additional interests or securities of STMV. To Seller's Knowledge, except as set forth on Schedule 0, (i) the STMV Interests are owned by URN Ltd. free and clear of any Liens, other than transfer restrictions imposed by applicable Laws; and (ii) such STMV Interests have been va...
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Capitalization; Title to the Securities 
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Related to Capitalization; Title to the Securities

  • Capitalization; Title to Shares The Shares consist of the 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the Vessel Owning Subsidiary.

  • Purchase of the Securities On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Securities as is set forth immediately below the Buyer’s name on the signature pages hereto.

  • Recapitalization, Exchanges, etc. Affecting the Common Units The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all units of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations, pro rata distributions of units and the like occurring after the date of this Agreement.

  • Capitalization and Voting Rights The authorized capital of the Company consists, or will consist immediately prior to the Closing, of:

  • Title of the Securities There shall be a Series of Securities designated the “2.800% Senior Notes due 2031.”

  • Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

  • Sale and Purchase of the Securities Upon the terms and subject to the conditions set forth in this Agreement and on the basis of the representations, warranties, covenants, agreements, undertakings and obligations contained herein, at the Closing (as defined in Section 2.1 hereof), Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, the Securities, free and clear of any and all Liens (as defined in Section 8.11 hereof), for the consideration specified in this Article 1.

  • Capitalization and Other Share Capital Matters The authorized, issued, and outstanding shares of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The shares of Common Stock conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any shares of the Company other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options, and rights. No further approval from Nasdaq or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s shares of Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

  • Payment for the Securities Payment for the Securities shall be made at the Closing Date by wire transfer of immediately available funds to the order of the Company. It is understood that the Representatives have been authorized, for their own accounts and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Securities that the Underwriters have agreed to purchase. The Representatives may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

  • Capitalization of the Subsidiaries All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

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