Company Share Capital Sample Clauses

Company Share Capital. The total authorized share capital of the Company consists of 50,000 ordinary shares. The Shares are duly authorized, validly issued, fully paid and non-assessable and are owned, of record by the holders thereof free and clear of all Liens, and were either issued in accordance with all applicable securities Laws or pursuant to exemptions therefrom. There are no outstanding Options with respect to the Company. There are no currently outstanding offers to provide Options made by the Company that as at the date hereof have not been issued or granted. The Shares are not subject to and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any Laws, the charter documents or any contract to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of equity interests of the Company may vote. There are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the equity interests to which the Company is a party or is otherwise bound. There is no outstanding equity or similar securities of the Company or any rights to acquire such securities of the Company.
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Company Share Capital. 11 2.3 Subsidiaries.....................................................................12 2.4 Authority........................................................................12 2.5 Company Financial Statements.....................................................13 2.6
Sample 1
Company Share Capital. (a) The authorized share capital of the Company consists of an unlimited number of Class A Common Shares ("COMMON SHARES"), of which 130,230 shares are issued and outstanding as of the date hereof, and an unlimited number of Class B Common Shares, Class A Preferred Shares, Class B Preferred Shares, Class C Preferred Shares, and Class D Preferred Shares, none of which are outstanding on the date hereof. The outstanding shares of the Company are held of record by the persons, with the addresses of record and in the amounts, set forth on SCHEDULE 2.2(a). All outstanding Common Shares are owned by the Sellers, free and clear of any liens or encumbrances, and have been duly authorized and validly issued and are fully paid and non-assessable and not subject to preemptive rights or rights of first refusal 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 such issuances of securities have been made in compliance with applicable securities and other laws. (b) There are no options, warrants, call rights, commitments or agreements of any character, written or oral, to which either the Company or a Seller is a party or by which such person is bound, obligating the Company or any Seller to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold repurchased or redeemed, any shares 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.
Sample 1
Company Share Capital. (a) The authorized share capital of the Company consists of an unlimited number of common shares ("Common Shares"), of which 42,000,000 shares are issued and outstanding as of the date hereof, and 600,000 of 6% non-cumulative redeemable preferred shares ("Preferred Shares"), of which 600,000 shares are issued and outstanding. All of the Preferred Shares are held of record by JS. The Common Shares are held of record by the persons, with the addresses of record and in the amounts, set forth on Schedule 2.2(a). All outstanding Common Shares and Preferred Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights or rights of first refusal 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) The Company has reserved 6,000,000 Common Shares for issuance to employees and consultants pursuant to the 1997 Share Option Plan (the "1997 Plan"), of which 4,643,400 shares are subject to outstanding, unexercised options; 1,356,600 shares remain available for future grant; and no shares have been issued pursuant to the exercise of options. The Company has reserved 1,509,600 Common Shares for issuance to employees and consultants pursuant to the 1996 Share Option Plan (the "1996 Plan," and, together with the 1997 Plan, the "Share Option Plans"), of which 1,509,600 shares are subject to outstanding, unexercised options; no shares remain available for future grant; and no shares have been issued pursuant to the exercise of options. The Company has issued a warrant (the "Warrant") to HSBC Capital Canada Inc. ("HSBC"). The Warrant entitles the holder thereof to purchase up to 1,200,000 Common Shares. The Company has provided Parent and Buyer with a true and correct copy of the Warrant. Schedule 2.2(b) sets forth, for each such outstanding option under the Share Option Plans (a "Company Option") and the Warrant, the name of the registered holder of such Company Option or Warrant, the number of Common Shares subject to such Company Option or Warrant, the exercise price of such Company Option or Warrant and the vesting schedule for the Warrant. The Company Options and the Warrant set forth in Schedule 2.2(b) are referred to in this Agreement as the "Convertible Securities." Except for the Convertible Securities set forth in Schedule 2.2(b), there are no options, warrants, calls, rights, commitments or agreements of any character,...
Sample 1
Company Share Capital. On the terms and subject to the conditions of this Agreement, each Company Shareholder, severally and not jointly, agrees to sell, transfer and deliver to Purchaser at the Closing, and Purchaser agrees to purchase from such Company Shareholder, all of the Company Shares owned by such Company Shareholder as of immediately prior to the Closing, as set forth on the spreadsheet (the “Signing Spreadsheet”) attached hereto as Exhibit D, free and clear of all Encumbrances, in exchange for the applicable consideration (whether in Cash Consideration and/or Purchaser Ordinary Shares) for each Company Share, as set forth on the Signing Spreadsheet, subject to Section 1.1(h). In addition, and with respect to each Company Shareholder, severally and not jointly, Purchaser may deduct any withholding amounts as further described in this ‎ARTICLE 1.
Sample 1
Company Share Capital. (i) Upon the Closing, the Purchaser agrees to pay to the holders of Company Share Capital issued and outstanding immediately before the Closing (other than any Treasury Shares), upon the terms and subject to the conditions set forth in Section ‎1.3 and otherwise in this Agreement, for each outstanding share of Company Ordinary Share or Company Preferred Share that is held by such holder, in the aggregate, an amount of cash equal to the Aggregate Per Share Consideration (taking into account the Adjustment Amount), minus such Company Securityholder’s Pro Rata Percentage of the Indemnity Escrow Amount minus such Company Securityholder’s Pro Rata Percentage of the Securityholder Representative Reserve. (ii) It is acknowledged and confirmed that the holders of the Company Preferred Shares are entitled to receive the amount such holder would have received if such Company Preferred Share had been converted into Company Ordinary Shares immediately prior to Closing, on a 1:1 basis, pursuant to the terms of the Company’s Articles of Association in effect as of immediately prior to the Closing (the “Articles of Association”). For the avoidance of doubt, none of the Company Preferred Shares will actually convert into Company Ordinary Shares in connection with the Transactions.
Sample 1
Company Share Capital. Company Share Capital" shall mean the Company Ordinary Share Capital, "A" Ordinary Share Capital, "B" Ordinary Share Capital, "C" Ordinary Share Capital and the Series "A" Preferred Share Capital.
Sample 1
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Company Share Capital 
Sample 1Sample 2

Related to Company Share Capital

  • Share Capital The authorized share capital of the Company conforms as to legal matters to the description thereof contained in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Share Capitalizations If after the date hereof, and subject to the provisions of Section 6.6 below, the number of outstanding Ordinary Shares is increased by share capitalization payable in Ordinary Shares, or by a sub-division of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding Ordinary Shares.

  • Capital Stock The authorized capital stock of the Company consists solely of 50,000,000 shares of common stock, par value $0.01 per share ("Company Common Stock"), and 25,000,000 shares of preferred stock, par value $0.01 per share ("Company Preferred Stock"). As of July 10, 2002, 15,316,062 shares (including restricted stock issued to employees of the Company but which shares have not been issued in certificated form) of Company Common Stock were issued and outstanding; no shares were held in the treasury of the Company. Since such date, there has been no change in the number of issued and outstanding shares of Company Common Stock or shares of Company Common Stock held in treasury and 413,398 and 775,644 shares were reserved for issuance under the Company's 1993 Stock Option Plan and Parallel Non-Qualified Savings Plan, respectively. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance (including the shares of New Preferred Stock issuable in the Offer and the shares of Company Common Stock issuable on conversion thereof) will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement and the Company Rights Agreement, and except as disclosed in the Disclosure Schedule (as defined in Section 8.11), there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of the Company or to grant, extend or enter into any Option with respect thereto or "phantom" stock rights or otherwise provide any payment or compensation based on "phantom" stock or measured by the value of the Company's stock, assets, revenues or other similar measure.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Common Shares 4 Company...................................................................................... 4

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • 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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