Outstanding Capital Clause Samples

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 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.

Outstanding Capital. At 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;