Ownership and Status of Stock Sample Clauses

Ownership and Status of Stock. Exhibit 3.8 sets forth the number and par value of the shares of stock that the Company is currently authorized to issue, has issued, has outstanding and has reserved for issuance upon conversion of shares of Convertible Preferred Stock into Common Stock. All the outstanding Common Stock is, and upon issuance and payment therefor in accordance with the terms of this Agreement, all of the outstanding shares of the Convertible Preferred Stock will be, validly issued, fully paid and nonassessable. All the outstanding Common Stock has been issued in full compliance with applicable law. None of the shares of the Common Stock or the Convertible Preferred Stock are held in the Company's treasury. The Common Stock and the Convertible Preferred Stock are not entitled to cumulative voting rights, preemptive rights, antidilution rights and so-called registration rights under the '33 Act, except as otherwise provided in this Agreement or in the powers, designations, rights and preferences of the Convertible Preferred Stock contained in the Certificate of Designation. The Common Stock and the Convertible Preferred Stock have the preferences, voting powers, qualifications, and special or relative rights or privileges set forth in the Certificate of Incorporation. The Company has outstanding no option, warrant or other commitment to issue or to acquire any shares of its capital stock, or any securities or obligations convertible into or exchangeable for its capital stock, except for the conversion provisions of the Convertible Preferred Stock, nor, except as contemplated hereby, has it given any person any right to acquire from the Company or sell to the Company any shares of its capital stock. There is, and immediately upon consummation of the transactions contemplated hereby there will be, no agreement, restriction or encumbrance with respect to the sale or voting of any shares of capital stock of the Company (whether outstanding or issuable upon conversion or exercise of outstanding securities) except for the offering and sale of Convertible Preferred Stock pursuant to this Agreement. Except as set forth in this Agreement, the Company has no obligation to register any of its presently outstanding securities or any of its securities which may thereafter be issued under the Act of 1933, as amended (the "'33 Act").
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Ownership and Status of Stock. As of December 31, 2001, the ----------------------------- Company has approximately 17,774,694 shares of Common Stock issued and outstanding and approximately 5,361,539 shares isssuable upon the exercise of then-outstanding options or warrants or upon conversion of any then-outstanding convertible security The Company ha no shares of preferred stock (nor any other shares of stock) issued or outstanding at this time, nor does the Company have issued or outstanding any warrants, convertible securities, convertible debt, options, or any other rights in the hands of any third party which are convertible into shares of Common Stock except as set forth on the Company's Capitalization Table dated December 28, 2001 (which may accompany this Warrant as Exhibit ____). No shares of Common Stock are held in the Company's treasury. No shares of Common Stock are entitled to any cumulative voting rights, pre-emptive rights (other than as set forth in documents executed contemporaneously herewith). As used herein the following terms have the following meanings:
Sample 1
Ownership and Status of Stock. As of December 31, 2001, , the Company has approximately 17,774,694 shares of Common Stock issued and outstanding and approximately 5,361,539 shares issuable upon the exercise of then-outstanding options or warrants or upon conversion of any then-outstanding convertible security As of October 1, 2003, the Company had approximately 23,656,051 shares of Common Stock issued and outstanding, and approximately 66,778,044 shares issuable upon the exercise of then-outstanding options or warrants or upon the conversion of any then-outstanding convertible security. The Company has no shares of preferred stock (nor any other shares of stock) issued or outstanding at this time, nor does the Company have issued or outstanding any warrants, convertible securities, convertible debt, options, or any other rights in the hands of any third party which are convertible into shares of Common Stock except as set forth on the Company's Capitalization Table dated December 28, 2001. No shares of Common Stock are held in the Company's treasury. No shares of Common Stock are entitled to any cumulative voting rights, pre-emptive rights (other than as set forth in documents executed contemporaneously herewith). As used herein the following terms have the following meanings:
Sample 1
Ownership and Status of Stock. Section 3.9.
Sample 1
Ownership and Status of Stock. The Company's authorized capital stock consists of 850 Common Shares, of which 5 Shares have been issued to CPI. The Company has no other shares of capital stock authorized, issued or outstanding, and there is no agreement or commitment of the Company for the issuance of any shares of capital stock, or options, warrants or other rights exercisable for or convertible into shares of capital stock, except as contemplated by this Agreement. All of the Common Shares held by CPI have been, and the Shares to be issued and sold to Investor hereunder will be, duly authorized, validly issued, fully paid and nonassessable, and were (or will be) issued in full compliance with applicable law. There is no agreement to which the Company or CPI is a party with respect to the sale or voting of any shares of capital stock of the Company, or restricting the transferability of any shares of capital stock, except for the sale of the Common Shares by CPI to the Investor pursuant to this Agreement.
Sample 1
Ownership and Status of Stock. Except as indicated the this Section 4.2, OCA is the record and beneficial owner of the Stock, free and clear of all liens, judgments or encumbrances. With regard to the ownership of each of the Companies:
Sample 1
Ownership and Status of Stock. The Company is currently authorized to issue 3,000 shares of Common Stock, of which 100 shares are issued and outstanding and owned by Meridian National Corporation. Upon issuance of and payment for the shares of Common Stock to be issued hereunder in accordance with the terms of this Agreement, all of the outstanding shares of the Common Stock will be, validly issued, fully paid and nonassessable. All the outstanding Common Stock has been issued in full compliance with applicable law. The Company has outstanding no option, warrant or other commitment to issue or to acquire any shares of its capital stock, or any securities or obligations convertible into or exchangeable for its capital stock, nor, except as contemplated hereby, has it given any person any right to acquire from the Company or sell to the Company any shares of its capital stock. There is, and immediately upon consummation of the transactions contemplated hereby there will be, no Agreement, restriction or encumbrance with respect to the sale or voting of any shares of capital stock of the Company (whether outstanding or issuable upon conversion or exercise of outstanding securities) except for the offering and sale of Common Stock pursuant to this Agreement. Except as set forth in this Agreement, the Company has no obligation to register any of its presently outstanding securities or any of its securities which may thereafter be issued under the '33 Act.
Sample 1
AutoNDA by SimpleDocs

Related to Ownership and Status of Stock

  • Status of Stock The Employee agrees that the Restricted Shares issued under this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. The Employee also agrees that (i) the certificates representing the Restricted Shares may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the Restricted Shares on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, of any applicable securities law, and (iii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares.

  • Ownership and Transfer of Shares The Trust or a transfer or similar agent for the Trust shall maintain a register containing the names and addresses of the Shareholders of each Series and Class thereof, the number of Shares of each Series and Class held by such Shareholders, and a record of all Share transfers. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. The Trustees may authorize the issuance of certificates representing Shares and adopt rules governing their use. The Trustees may make rules governing the transfer of Shares, whether or not represented by certificates. Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence or the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the By-laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.

  • Ownership and Transfer (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant.

  • Ownership and Use (A) Unless CITY states otherwise in writing, each document— including, but not limited to, each report, draft, record, drawing, or specification (collectively, “work product”)— that CONSULTANT prepares, reproduces, or causes its preparation or reproduction for this Agreement is CITY’s exclusive property.

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership and Rights a. Electronic Access, including any database, any software (including for the avoidance of doubt, Proprietary Software) and any proprietary data, processes, scripts, information, training materials, manuals or documentation made available as part of the Electronic Access (collectively, the “Information”), are the exclusive and confidential property of XXX Xxxxxx xxx/xx XXX Xxxxxx’s suppliers. You may not use or disclose the Information except as expressly authorized by these Terms and Conditions. You will, and will cause Users and Your third parties and their users, to keep the Information confidential by using the same care and discretion that You use with respect to Your own confidential information, but in no event less than reasonable care.

  • Ownership and Liens The Borrower has title to, or valid leasehold interests in, all of its properties and assets, real and personal, including the properties and assets and leasehold interests reflected in the financial statements referred to in Section 4.04 (other than any properties or assets disposed of in the ordinary course of business), and none of the properties and assets owned by the Borrower and none of its leasehold interests is subject to any Lien, except such as may be permitted pursuant to Section 6.01 of this Agreement.

  • Ownership and Return The Receiving Party acknowledges that the Disclosing Party (or any third party entrusting its own information to the Disclosing Party) claims ownership of its Confidential Information in the possession of the Receiving Party. Upon the expiration or termination of this Agreement, and at the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all originals, copies, and summaries of documents, materials, and other tangible manifestations of Confidential Information in the possession or control of the Receiving Party, except that the Receiving Party may retain one copy of the Confidential Information in the possession of its legal counsel solely for the purpose of monitoring its obligations under this Agreement.

  • Subsidiaries and Ownership of Stock Schedule 5.9 is a complete and accurate list of the Subsidiaries of such Borrower, showing the jurisdiction of incorporation or organization of each Subsidiary and showing the percentage of such Borrower's ownership of the outstanding stock or other interest of each such Subsidiary. All of the outstanding capital stock or other interest of each such Subsidiary has been validly issued, is fully paid and nonassessable and is owned by such Borrower free and clear of all Liens.

Time is Money Join Law Insider Premium to draft better contracts faster.