Fiscal Structure Sample Clauses

Fiscal Structure. The following hereby replaces the entirety of this subsection: “Unless it formally incorporates, NANOOS will not have fiduciary authority. Accordingly, NANOOS will utilize existing institutional structures having such authority through which NANOOS will apply for grants and implement grant proposals. NANOOS will receive and distribute NANOOS funding and other resources from federal, state, other public agencies, foundation sources, corporations, and private donors, according to the NANOOS identified priorities. Funds contributed directly from NANOOS Parties for the overall coordination and administration of NANOOS will not be used for other purposes.”
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Fiscal Structure. Until such time as this agreement is modified, CaRA will not have fiduciary authority. Accordingly, CaRA will utilize existing institutional structures having such authority (termed herein the “Fiscal Agents”), such as the University of Puerto Rico, Mayagüez Campus, and the University of the Virgin Islands, through which CaRA will apply for grants and implement grant proposals. These Fiscal Agents may also accept any other funds from CaRA parties or any other interested private or public entity or individuals. The Fiscal Agent(s) shall, with the CaRA Treasurer, account for money due and payable to CaRA, and in general perform or cause to be performed all duties incident to a financial agent. Through the Fiscal Agent(s), CaRA will receive and distribute CarICOOS-related funding and other resources from federal, state, other public agencies, foundation sources, corporations, and private donors, according to the CaRA identified priorities. Funds contributed directly from CaRA Parties for the overall coordination and administration of CaRA will not be used for other purposes. Any CaRA member can procure Federal or State funds to advance the purposes of CaRA However, in order for CaRA to recognize these as CarICOOS activities, the proposals must be reviewed and approved by the Council or the appropriate Committee. These funding procurements would be processed through the administrative apparatus of the applicable Fiscal Agent.
Sample 1

Related to Fiscal Structure

  • Capital Structure The authorized capital stock of the Company consists of (a) 200,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal 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, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of any character 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 Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities laws.

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