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. 6 2.3 Subsidiaries......................................................7 2.4 Authority.........................................................7 2.5 Company Financial Statements......................................8 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.
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. (a) The authorized share capital of the Company consists of an unlimited number of Common Shares ("COMMON SHARES") designated into Class A, Class B and Class C. As of the date of this Agreement the issued and outstanding shares of Common Stock will be 7,600,000 Class A, 243,450 Class B, and 11,114,999 Class C. The issued and outstanding shares of the Company will be held of record by the Persons, with the addresses of record and in the amounts, set forth on Schedule 2.2(a). All issued and outstanding Common Shares will be owned by the Shareholders or entities controlled by the Shareholders, or Logibro free and clear of any Liens, other than Liens created by such parties by agreement, through default or otherwise (and to the Company's Knowledge, no such Liens exist), 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 or by which the Shareholders or Logibro are party or by which any of them are bound. All such issuances of securities have been made in compliance with applicable securities and other laws. Schedule 2.2(a) sets forth the capitalization of the Company as it will stand immediately prior to the Closing.
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.
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. (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.
Sample 1
Company Share Capital 
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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.

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Equity Shares Transferable shares of beneficial interest of the Corporation of any class or series, including common shares or preferred shares.

  • 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 Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

  • 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.

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