Company Capital Structure Clause Samples
The Company Capital Structure clause defines the composition and organization of a company's equity and debt, detailing the types and amounts of shares, classes of stock, and any outstanding securities or convertible instruments. In practice, this clause outlines who owns what percentage of the company, specifies voting rights attached to different share classes, and may address the existence of options, warrants, or other rights to acquire equity. Its core function is to provide transparency and clarity regarding ownership and control, ensuring all parties understand the distribution of financial and decision-making interests within the company.
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Company Capital Structure. (a) The registered share capital of the Company is NIS 30,000,000 divided into 30,000,000 Company Shares, of which 20,406,363 Company Shares are issued and outstanding as of August 31, 2009. No Company Shares are dormant shares and no shares are held in treasury by any member of the Company Group. All outstanding Company Shares, when issued, were duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement.
(b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligat...
Company Capital Structure. In the case of the Company, the authorized capital stock of the Company consists of 500,000,000 shares of Company Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). As of the Measurement Date, (i) 228,209,888 shares of Company Common Stock (excluding treasury shares) were issued and outstanding (including 119,422 shares of Company Common Stock subject to outstanding Company Restricted Stock Awards), (ii) no shares of Company Common Stock were held by the Company in its treasury and (iii) no shares of Company Preferred Stock were issued and outstanding. All of the outstanding shares of Company Common Stock have been duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. The Company has no shares of Company Common Stock or Company Preferred Stock reserved for issuance, except that, as of the Measurement Date, there were (a) 3,913,542 shares of Company Common Stock reserved for future issuance under the Company Stock Plans, (b) 867,802 shares of Company Common Stock subject to outstanding Company Option Awards, and such Company Option Awards have a weighted average exercise price of $21.03 per share, (c) 5,311,304 shares of Company Common Stock subject to outstanding Company RSU Awards, and (d) 5,494,388 shares of Company Common Stock subject to outstanding Company PSU Awards (assuming maximum performance and excluding those Company PSU Awards that pursuant to their terms may only be settled in cash). Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and each of the outstanding shares of capital stock or other securities of each of the Company’s Significant Subsidiaries is owned beneficially and of record by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Encumbrance (excluding such transfer restrictions of general applicability as may be provided under the Securities Act, the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions). Except for the Company Stockholders Agreement, as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, call agreements, understandings, claims or other agreements, commitments or rights of any type relating to the issuance, sale, redemption or transfer by the Company of...
Company Capital Structure. (a) Immediately prior to Closing, the authorized capital stock of the Company will consist of 100,000,000 shares of authorized Common Stock, $.001 par value, of which 11,722,116 shares are issued and outstanding as of December 16, 1998 and of which 10,000,000 are designated Class B Common, none of which are outstanding, and 50,000,000 shares of Preferred Stock, $.001 par value, of which 750,000 shares are designated Series A Preferred Stock, all of which are outstanding, 17,100,003 shares are designated Series B Preferred, all of which are outstanding, 11,149,287 shares are designated Series C Preferred, 396,159 of which are outstanding, 6,000,000 shares are designated Series C-1 Preferred, none of which are outstanding, 5,000,000 shares are designated Series D Preferred, none of which are outstanding and 5,000,000 shares are designated Series D-1 Preferred, none of which are outstanding (collectively, the "COMPANY CAPITAL STOCK"). Except as provided in the Stockholders Rights Agreement, all outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable, are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities laws. The Company has no other capital stock authorized, issued or outstanding.
(b) Except for the Company's 1997 Stock Option Plan (the "OPTION PLAN") and the 1998 Employee Stock Purchase Plan (the "Purchase Plan"), the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. The Company has reserved 15,520,342 shares of Company Common Stock for issuance to employees, directors and consultants pursuant to the Option Plan, 12,358,723 of which are subject to outstanding options under the Option Plan as of December 16, 1998 and has reserved 1,000,000 shares for the Purchase Plan, none of which are issued and outstanding. The Company has issued warrants to purchase 6,988,764 shares of Common Stock, all of which are outstanding. The Company has reserved 6,988,764 shares of Company Common Stock for issuance upon the exercise of such warrants. Except as described in this Section 2.4(b), there are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is boun...
Company Capital Structure. (a) The authorized capital stock of the Company consists of(i) 1,000,000 shares of Common Stock, of which the Original Stock is issued and outstanding, and (ii) 1,000 shares of Preferred Stock, consisting of 1,000 shares of Series A Preferred Stock, of which no shares are issued and outstanding. The holders of all of the issued and outstanding shares of capital stock of the Company are set forth on Schedule 3.6(a). Except as set forth on Schedule 3.6(a), the Company does not have any shares of preferred stock or any other shares of capital stock or any other equity or ownership interests of any kind authorized, designated, issued or outstanding. Upon issuance to Cetus, all of the Shares will be (i) duly authorized, validly issued, fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Organizational Documents or any agreement to which the Company is a party, and (ii) offered, sold, issued and delivered by the Company in all material respects in compliance with the terms of any applicable agreement or other understanding to which the Company is a party, the Organizational Documents of the Company and all applicable Laws. There are no restrictions of any kind on the transfer of the Shares except those imposed by foreign, federal and state securities Laws or by agreement to which Cetus is a signatory. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock.
(b) (i) Except for the Company’s 2011 Stock Option Plan (the “Company Option Plan”), neither the Company nor any of the Subsidiaries has any stock option plan or any other plan or agreement providing for equity or equity based compensation to any Person. The Company Option Plan has been or will be duly authorized, approved and adopted by the Company Board and the Company’s stockholders and is or will be in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company and the Subsidiaries no shares of Common Stock under the Company Option Plan, of which no options to purchase shares of Common Stock have been granted and are outstanding.
(ii) There are no outstanding Security Rights for or related to any Company Security (except as provided herein, in the Certificate of Incorporation of the Company and the Stockholders Agreement), whether or not currently exercisable. Except as set forth on Schedule 3.6(b)(ii), none of the Company or any of the Subsidiar...
Company Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 shares of authorized Common Stock, of which 2,839,698 shares are issued and outstanding and 25,000,000 shares of authorized Preferred Stock (the "Preferred Stock"). The authorized Preferred Stock consists of 1,900,000 shares of authorized Series A Preferred, 1,377,360 of which shares are issued and outstanding, 5,600,000 shares of authorized Series B Preferred, 5,085,400 of which shares are issued and outstanding, 5,320,000 shares of authorized Series C Preferred, 4,879,331 of which shares are issued and outstanding, 3,333,334 shares of authorized Series D Preferred, 1,643,334 of which shares are issued and outstanding and 7,469,305 of which are undesignated and are not issued or outstanding. The Company Capital Stock, including all shares subject to the Company's right of repurchase, is held of record by the persons, with the addresses of record and in the amounts set forth on Schedule 2.3(a) of the --------------- Company Schedules. Schedule 2.3(a) of the Company Schedules also indicates for --------------- each Company shareholder (i) the share certificate numbers held by such person and (ii) whether any shares of Company Capital Stock held by such shareholder are subject to a repurchase right in favor of the Company, the lapsing schedule for any such restricted shares, including the extent to which any such repurchase right has lapsed as of the date of this Agreement and whether (and to what extent) the lapsing will be accelerated by the transactions contemplated by this Agreement. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound. All preferential rights of the Preferred Stock in connection with the sale of substantially all of the assets of the Company or a merger involving the Company are set forth in the Articles of Incorporation of the Company. Except as set forth in Schedule 2.3(a) of the Company Schedules, all issued and outstanding shares of Company Capital Stock have been offered, sold and delivered by the Company in compliance with applicable federal and state securities laws.
(b) The Company has reserved 1,000,000 shares of Common Stock for issuance to employees and consultants pursuant to the Option Plan, of which 841,629 sha...
Company Capital Structure. (a) The authorized capital stock of the Company consists of 45,000,000 shares of Common Stock, of which 8,607,166 shares are issued and outstanding, and 21,000,000 shares of Preferred Stock, of which (i) 9,000,000 shares are designated Series A Preferred Stock, of which 8,801,409 are issued and outstanding, and (ii) 12,000,000 shares are designated Series B Preferred Stock, of which 7,982,017 are issued and outstanding. The Company Capital Stock is held by the persons and in the amounts set forth in Section 3.2(a) of the Company Disclosure Letter. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles of incorporation, as amended, or bylaws, as amended, of the Company, or any agreement to which the Company is a party or by which it is bound. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding.
(b) Except for the Company’s 2004 Stock Plan (the “Plan”), the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. The Company has reserved 1,500,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the exercise of options granted under the Plan, of which (i) 969,425 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 shares have been issued, as of the date hereof, upon the exercise of options granted under the Plan. Section 3.2(b)(i) of the Company Disclosure Letter sets forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becom...
Company Capital Structure. (a) The authorized capital stock of the Company consists of ______ shares of authorized Common Stock of which _____ shares are issued and outstanding. There are no other classes or series of capital stock of the Company of any kind outstanding or issuable. The Company Common Stock is held by the persons, with the domicile addresses and in the amounts set forth on Exhibit C. All outstanding shares of Company Common Stock are duly authorized, --------- validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound.
(b) There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement.
Company Capital Structure. 11 2.4 Authority................................................. 12 2.5
Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 29,000,000 shares of Company Common Stock, of which 11,156,682 shares are issued and outstanding as of the Agreement Date, and (ii) 9,742,653 shares of Company Preferred Stock, consisting of (A) 4,595,854 shares of Series Seed Preferred Stock (the “Series Seed Preferred Stock”), of which 4,595,854 shares are issued and outstanding as of the Agreement Date, and (B) 5,146,799 shares of Series A Preferred Stock (the “Series A Preferred Stock”), of which 5,146,799 shares are issued and outstanding as of the Agreement Date. The Company does not have any other shares of preferred stock or any other shares of capital stock or any other equity or ownership interests of any kind authorized, designated, issued or outstanding. No shares of Company Capital Stock are held in the Company’s treasury. The Company Capital Stock, including all shares subject to the Company’s right of repurchase, is held of record and, to the Company’s Knowledge, beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Section (viii) of the Allocation Certificate. All outstanding shares of Company Capital Stock (i) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Organizational Documents or any agreement to which the Company is a party (other than rights and restrictions contained in the Investor Agreements, the Company Option Plan or stock grant or option agreements expressly subject to the Company Option Plan), and (ii) have been offered, sold, issued and delivered by the Company in compliance with the terms of any applicable agreement to which the Company is a party, the Organizational Documents of the Company and all applicable Laws. No dividends or other Distributions with respect to any shares of Company Capital Stock or any Subsidiary Securities have ever been made, deemed to have occurred or declared, and none have accrued. Each share of Company Preferred Stock is convertible into one share of Company Common Stock.
(b) (i) Except for the Company’s 2010 Stock Plan (the “Company Option Plan”), the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company Board and the Co...
Company Capital Structure. (a) As of the date hereof, the authorized Company Capital Stock consists of 10,000,000 shares of authorized Company Common Stock of which 10,000 shares are issued and outstanding as of the date hereof. All outstanding Capital Stock of the Company is held by the Stockholders. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities laws. There are no declared or accrued unpaid dividends with respect to any shares of the Company's Capital Stock. The Company has no other capital stock authorized, issued or outstanding.
(b) There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Capital Stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. As a result of the Acquisition, Parent will be the sole record and beneficial owner of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstanding.