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Outstanding Capital Sample Clauses

Outstanding CapitalThe Shares shall constitute all the outstanding stock of the Company and the Options, Warrants and Rights shall constitute all the Contractual Obligations pursuant to which the Company has granted any option, warrant or other right to any Person to acquire the shares of Common Stock or any other securities of, or equity interest in, the Company.
Outstanding Capital. The shares of Common Stock and the Options listed on Schedule 3.1 shall constitute all the outstanding stock of the Company and all the unexercised Contractual Obligations pursuant to which the Company has granted any option, warrant or other right to any Person to acquire any shares of common stock or any other securities of, or equity interest in, the Company. Upon the consummation of the Merger, all Options shall be converted into the right to receive the Merger Consideration, upon the terms and conditions set forth herein.
Outstanding CapitalAt the Closing Date there shall be no more than 13,500,000 Lasermedia Common Shares, 600,000 Series A Warrants, 200,000 Series B Warrants, 200,000 Series C Warrants, 100,000 Series D Warrants, 2,866,666 Series E Warrants and 258,000 Series F Warrants of Lasermedia issued and outstanding, and there shall be no other outstanding options, rights or warrants entitling the holders to acquire Lasermedia Common Shares or any securities convertible into or exchangeable for Lasermedia Common Shares;
Outstanding Capital. All outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable. The Offered Securities have been duly authorized, and when delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, free from all taxes, liens, claims, encumbrances and charges with respect to the delivery thereof (other than those imposed through acts or omissions of an Investor). No shares of capital stock of the Company, including the Offered Securities, are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Other than pursuant to this Agreement or as disclosed in the Company’s SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims, antidilution protection or other commitments or rights of any character whatsoever that could require the Company to issue additional shares of capital stock of the Company or adjust the purchase or exercise price of any such instrument. Except as disclosed in the Company’s SEC Documents, there are no agreements or arrangements (other than the Registration Rights Agreement) under which the Company is obligated to register the sale of any of its securities under the Securities Act. Assuming the accuracy of each of the representations and warranties of the Investors contained in Section 2, the issuance by the Company of the Offered Securities is exempt from registration under the Securities Act.
Outstanding Capital. Set forth as Exhibit G attached hereto is a summary of the authorized, issued, and outstanding capital and debt structure of the Company as of the date hereof, giving effect to the completion of the transactions contemplated herein, but otherwise not on a fully diluted basis and not taking into account, among other things, all options, warrants and conversion features of any kind.
Outstanding Capital. The Borrower had 23,851,177 shares of common stock, par value $0.001 per share as of December 11, 2002. The Borrower had 955,414 shares of Series B convertible preferred stock, $0.01 par value per share, outstanding as of December 11, 2002. On January 20, 2003 subject to the closing of the financing described in Exhibit A of this Agreement on or before April 30, 2003, the Series B stockholders agreed to convert and exchange all outstanding Series B convertible preferred stock and waive all accumulated dividends in exchange for $1M and 22,545,968 shares of common stock. As of December 11, 2002, there are common stock purchase warrants outstanding for the purchase of up to 3,466,253 shares of common stock. As of December 11, 2002, there were 2,398,789 shares underlying outstanding options to purchase common stock pursuant to the Borrower's 1999 Equity Incentive Plan and 1,500,464 shares of common stock remained available for grant. Of the 2,398,789 shares underlying outstanding options, options to purchase 1,454,367 shares of common stock were vested and options to purchase 944,422 shares were unvested. Other than issuance of stock upon exercise of stock options or grant of stock options in the ordinary course, the Company has not sold or issued any common stock or preferred stock since December 11, 2002.

Related to Outstanding Capital

  • Authorized and Outstanding Capital Stock As of the date hereof, the authorized capital stock of the Company consists of (A) 900,000,000 shares of Common Stock, of which, 135,237,584 are issued and outstanding and no shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 100,000 shares of Preferred Stock, none of which are issued and outstanding. 764,762,416 shares of Common Stock are held in the treasury of the Company.

  • Working Capital Loans (a) Each Senior Lender, severally and not jointly, shall make Working Capital Loans to the Borrower during the period from the Closing Date to but excluding the Termination Date, in an aggregate principal amount not in excess of such Senior Lender’s Commitment. In no event shall the Borrower be entitled to request or receive any Working Capital Loan that would cause (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure to exceed the Working Capital Sublimit or (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure to exceed the Total Commitment. (b) Each Working Capital Loan Borrowing shall be in an amount specified in a Borrowing Notice delivered pursuant to Section 2.02 (Notice of Working Capital Loan Borrowings). (c) Proceeds of the Working Capital Loans shall be deposited into the Operating Account. Funds so deposited will be disbursed in accordance with the Accounts Agreement. (d) Working Capital Loans repaid or prepaid may be re-borrowed at any time and from time to time to but excluding the Termination Date. Each Senior Lender’s Commitment shall expire on the Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to Working Capital Loans and the Commitments shall be paid in full no later than such date.

  • 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.

  • Amount of Credit Any reference herein to the amount of credit outstanding means, at any particular time: (a) in the case of a Canadian Prime Rate Loan or CDOR Loan, the Dollar Equivalent of the principal amount thereof; and (b) in the case of a LIBOR Loan or U.S. Base Rate Loan, the principal amount of such Loan.

  • Net Working Capital At least three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.

  • Outstanding Indebtedness For the avoidance of doubt, to the extent that any Indebtedness is repaid, redeemed, repurchased, defeased or otherwise acquired, retired or discharged, in each case, in accordance with the terms of the documentation governing such Indebtedness, such Indebtedness shall be deemed to be paid off and not to be outstanding for any purpose hereunder to the extent of the amount of such repayment, redemption, repurchase, defeasance, retirement or discharge.

  • Outstanding The term “

  • Working Capital Upon consummation of the Offering, it is intended that approximately $750,000 of the proceeds from the sale of the Firm Units and Private Units will be released to the Company to fund the working capital requirements of the Company.

  • Outstanding Letters of Credit On the effective date of such increase, each Increasing Lender and each New Lender (i) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Ratable Share of such Letter of Credit and the participation of each other Lender in such Letter of Credit shall be adjusted accordingly and (ii) will acquire (and will pay to the Administrative Agent, for the account of each Lender, in immediately available funds, an amount equal to) its Ratable Share of all outstanding Participation Advances.

  • Working Capital Warrants Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.