Issued and Outstanding Stock Sample Clauses

Issued and Outstanding Stock. 49 7.5 Permits, Authorizations, Consents, Approvals, Notifications, and Filings......................................49 7.6
Sample 1
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Issued and Outstanding Stock. Set forth in Schedule 7.4 is an accurate and complete list of the number and class of issued and outstanding shares of stock of the Management Company as of the date specified therein. Each of the outstanding shares of capital stock has been duly and validly authorized and issued, is fully paid and non-assessable.
Sample 1
Issued and Outstanding Stock. As of the date of this Agreement and ---------------------------- before giving effect to the issuance of the Purchaser's securities hereunder, all of the issued and outstanding capital stock of the Company consists of the following: (i) 3,300,000 shares of issued and outstanding Series A Convertible Preferred Stock of the Purchaser; and (ii) 2,306,845 shares of issued and outstanding voting Common Stock of the Purchaser.
Sample 1
Issued and Outstanding Stock. As of the date hereof, the authorized capital stock of CEI consists of 5,850,000 shares of Common Stock, par value $0.25 per share (the "CEI Common Stock"), of which 3,383,144 shares are issued and outstanding.
Sample 1
Issued and Outstanding Stock. (i) The entire authorized capital stock of the Company currently consists, and immediately prior to the Merger will consist, of 100,000,000 shares of Common Stock of which 17,328,478.46496 shares are issued and outstanding in the manner disclosed in the Schedule of Exceptions. (ii) At the Effective Time, as a result of the Merger, the entire authorized capital stock of the Surviving Corporation shall consist of 100,000,000 shares of Common Stock and 10,000,000 shares of Series A Preferred Stock, of which 5,100,000 shares of Common Stock and 4,900,000 shares of Series A Preferred Stock shall be issued and outstanding in the manner disclosed in the Schedule of Exceptions.
Sample 1
Issued and Outstanding Stock. (a) The designation and number of outstanding shares of each class of NTS are 100 common shares having a par value of $1.00 per share, all of which are entitled to vote (the "NTS Common Stock"). The number of shares aforementioned is not subject to change prior to the Effective Date. (b) The designation and number of outstanding shares of NTSD Acquisition are 1,000 common shares having a par value of $0.0001 per share, all of which are entitled to vote (the "NTSD Acquisition Common Stock"). The number of shares aforementioned is not subject to change prior to the Effective Date.
Sample 1
Issued and Outstanding Stock. Filipov's Shares have been duly authorized and validly issued and constitute 100% of the total issued and outstanding shares of Capital Stock of FiLCO GmbH on a fully diluted basis, and are fully paid and non-assessable and were not issued in violation of any preemptive rights. Except for Filipov's Shares and Purchaser Shares, there are outstanding (i) no shares of Capital Stock, or other voting securities of FiLCO GmbH; (ii) no securities of FiLCO GmbH convertible into or exchangeable for shares of capital stock, equity interests or other voting securities of FiLCO GmbH; (iii) no subscription rights, options, warrants, calls, commitments, preemptive rights or other rights of any kind to acquire from FiLCO GmbH; and no obligation of FiLCO GmbH to issue or sell, any shares of capital stock, equity interests or other voting securities or any securities of FiLCO GmbH convertible into or exchangeable for such capital stock, equity interests or voting securities, and (iv) no equity equivalents, interests in the ownership or earnings of, or stock appreciation, phantom stock or other similar rights of or with respect to FiLCO GmbH. Upon consummation of the transactions contemplated in this Agreement, Purchaser will acquire good and valid title to the Seller Shares, free and clear of all Liens, and the Seller Shares will be fully paid and non-assessable. Filipov's Shares are not subject to any contract, agreement, or understanding, written or otherwise, which would adversely affect or otherwise prohibit or limit the acquisition of the Seller Shares by the Purchaser. If they are, the agreement(s) providing for the same are attached as Exhibit 2.
Sample 1
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Issued and Outstanding Stock. (i) The entire authorized capital stock of the Company currently consists, and immediately prior to the Merger will consist, of 125,000,000 shares of Common Stock of which 46,425,069 shares are issued and outstanding as of the date hereof and 63,091,735 will be issued and outstanding after the conversion of $10,000,000 debt and accrued interest outstanding to Vulcan immediately before the Effective Time, in the manner disclosed in the Schedule of Exceptions (less any shares of Common Stock as to which the holder thereof has perfected its right to obtain the fair value thereof in connection with the Red Wing Transaction and plus any shares of Common Stock issued upon the proper exercise after the date hereof but prior to the Effective Time, of existing employee stock options). Immediately prior to the Effective Time, there are stock options issued to employees and former employees of the Company entitling such holders to purchase an aggregate of 8,073,094 shares of Common Stock upon proper exercise thereof and payment of the exercise price of $.51 per share. All such options are nontransferable and expire 90 days from the termination of the holder's employment with the Company, and at the Effective Time will represent only the right to receive the Merger Consideration Per Share upon proper exercise thereof. (ii) At the Effective Time, as a result of the Merger, the entire authorized capital stock of the Surviving Corporation shall consist of 1,000 Common Shares, of which 100 Common Shares shall be issued and outstanding to Hayex.
Sample 1

Related to Issued and Outstanding Stock

  • Authorized and Outstanding Capital Stock As of the date hereof, the authorized capital stock of the Company consists of (A) 300,000,000 shares of Common Stock, of which, 46,383,143 are issued and outstanding and (B) 50,000,000 shares of Preferred Stock, none of which are issued and outstanding.

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • Outstanding Stock All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Outstanding Shares On the Closing Date, Pubco shall have no more than 55,000,000 common shares issued and outstanding in the capital of Pubco after giving effect to issuance of the Pubco Shares and the share cancellations described in this Agreement.

  • Limitation on Aggregate Principal Amount The aggregate principal amount of the Notes shall not be limited. The Company shall not execute and the Trustee shall not authenticate or deliver Notes except as permitted by the terms of the Indenture.

  • Amount of Swing Line Loans Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on the date of the initial Credit Extension hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as well, from and including the Restatement Effective Date and prior to the Facility Termination Date, the Swing Line Lender agrees, on the terms and conditions set forth in this Agreement, to make Swing Line Loans in Dollars to the Borrower from time to time in an aggregate principal amount not to exceed the Swing Line Commitment, provided that (i) the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate Commitment and (ii) at no time shall the sum of (a) the Swing Line Loans then outstanding, plus (b) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1 (including its participation in any Facility LCs), exceed the Swing Line Lender’s Commitment at such time. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Facility Termination Date.

  • Reallocation of Applicable Percentages to Reduce Fronting Exposure During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender.

  • Aggregate Principal Amount The aggregate principal amount of the Senior Notes that may be authenticated and delivered under this First Supplemental Indenture shall be unlimited; provided that the Obligor complies with the provisions of this First Supplemental Indenture.

  • Outstanding Warrants Only The Company understands that the redemption rights provided for by this Section 6 apply only to outstanding Warrants. To the extent a person holds rights to purchase Warrants, such purchase rights shall not be extinguished by redemption. However, once such purchase rights are exercised, the Company may redeem the Warrants issued upon such exercise provided that the criteria for redemption is met. The provisions of this Section 6.4 may not be modified, amended or deleted without the prior written consent of EBC.

  • Outstanding Debt CONTRACTOR shall have no outstanding debt with COUNTY, or shall be in the process of resolving outstanding debt to ADMINISTRATOR’s satisfaction, prior to entering into and during the term of this Contract.

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