Common use of Ownership of Stock Clause in Contracts

Ownership of Stock. Authorization. The Company has 100,000,000 authorized shares of its common stock $0.10 par value (the "Common Stock") and 10,000,000 authorized shares of its preferred stock, issuable in series (the "Preferred Stock"). As of March 31, 2002, the Company had (a) 15,922,459 issued and outstanding shares of Common Stock; (b) zero (0) shares of issued and outstanding Preferred Stock; and (c) no treasury shares. As of March 31, 2002, the Company had granted stock options which, if all were exercised, would equal 2,320,000 shares of Common Stock. Other than the registration rights granted to Holder in accordance with the transactions contemplated hereby, the Company has only incidental registration rights to two (2) of its officers and directors, Wm. Stacy Locke and Michael E. Little, and no other individual or entity xxx xxx xxxistraxxxx xxxxxx xx xxy kind or nature (other than rights under Form S-8), including incidental or demand registration rights. Other than items referred to herein and an option to purchase 100,000 shares of common stock to a consultant of the Company at an exercise price of $4.50 per share, there are no other options, warrants, rights, conversion rights, phantom rights, preemptive rights or any other rights by any party to receive equity of the Company. Upon issuance of the Common Stock into which the Debenture may be converted (the "Stock") to Holder, Holder will be the record and beneficial owner of the Stock and the Stock will be duly authorized, validly issued and outstanding, fully paid and nonassessable and would have been issued in accordance with appropriate federal and state securities law. By virtue of the conversion rights included in the Debenture, Holder shall receive good and valid title to the Stock, free and clear of all liens, encumbrances, pledges, options, claims, assessments and adverse charges. If the Stock were issued on the Initial Closing Date, Holder's ownership would constitute approximately 60.7% of the Company's issued and outstanding shares of Common Stock. As a result of the issuance of the Stock, the Company will not become obligated to issue any additional shares of capital stock (preferred or common) to any officer, director, shareholder or other party. The execution, delivery and performance of this Agreement will not result in a violation or breach of any term or provision of or constitute a default or accelerate the performance required under the Articles of Incorporation or Bylaws of the Company or any indenture, mortgage, deed of trust or other contract or agreement to which the Company is a party or by which its assets are bound, or violate any order, writ, injunction or decree of any court, administrative agency or governmental body.

Appears in 1 contract

Samples: Debenture Agreement (Pioneer Drilling Co)

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Ownership of Stock. Authorization. The Company has 100,000,000 authorized shares of its common stock $0.10 par value (the "Common Stock") Stock and 10,000,000 authorized shares of its preferred stock, issuable in series (the "Preferred Stock"). As of March December 31, 2002, the Company had (a) 15,922,459 16,167,459 issued and outstanding shares of Common Stock; (b) zero (0) no shares of issued and outstanding Preferred StockStock outstanding; and (c) no treasury shares; and (d) convertible secured debentures outstanding that may be converted into 6,500,000 underlying shares of Common Stock. As of March December 31, 2002, the Company had granted or was authorized to grant stock options which, if all were exercised, would equal 2,320,000 that may be exercised for up to 3,000,000 underlying shares of Common StockStock pursuant to existing stock option plans approved by the Company's shareholders. Other than the registration rights granted to Holder the Purchaser in accordance with the transactions contemplated hereby, the Company has only incidental granted registration rights that are currently in effect only to (a) WEDGE Energy Services, L.L.C. ("Wedge"), in the form of demand and piggy-back registration rights, and (b) two (2) of its officers and directors, Wm. Stacy Locke and Michael E. Little, and no other individual in the form of piggy-back regixxxxxxxx xights, xxx xx xxxxx xndividual or entity xxx xxx xxxistraxxxx xxxxxx xx xxy currently has any registration rights of any kind or nature (other than rights under Form S-8), including incidental demand or demand piggy-back registration rights. Other than items referred The Company has granted Wedge preemptive rights, as set forth in that certain Common Stock Purchase Agreement by and between the Company and Wedge dated as of May 18, 2001, a copy of which has been made available to herein and the Purchaser. Wedge has executed an option instrument waiving its preemptive rights with respect to purchase 100,000 shares of common stock to a consultant the issuance of the Company at an exercise price of $4.50 per shareShares being effected hereby. Except as set forth in this Section 3.2, there are no other options, warrants, rights, conversion rights, phantom rights, preemptive rights or any other rights by of any party to receive equity of the Company. Upon issuance of the Common Stock into which Shares to the Debenture may be converted (Purchaser, the "Stock") to Holder, Holder Purchaser will be the record and beneficial owner of the Stock Shares and the Stock Shares will be duly authorized, validly issued and outstanding, fully paid and nonassessable and would have been issued in accordance with appropriate federal and state securities law. By virtue of the conversion rights included in the Debenture, Holder shall receive good and valid title to the Stock, free and clear of all liens, encumbrances, pledges, options, claims, assessments and adverse charges. If the Stock were issued on the Initial Closing Date, Holder's ownership would constitute approximately 60.7% of the Company's issued and outstanding shares of Common Stocknonassessable. As a result of the issuance of the StockShares, the Company is not, nor will not become it become, obligated to issue any additional shares of capital stock (preferred or common) to any officer, director, shareholder or other party. The execution, delivery and performance of this Agreement will not result in a violation or breach of any term or provision of or constitute a default or accelerate the performance required under the Articles of Incorporation or Bylaws of the Company or any indenture, mortgage, deed of trust or other contract or agreement to which the Company is a party or by which its assets are bound, or violate any order, writ, injunction or decree of any court, administrative agency or governmental body.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Chesapeake Energy Corp)

Ownership of Stock. Authorization. The Company is a corporation duly organized and validly existing and in good standing under the laws of the state of Texas and has 100,000,000 all requisite corporate power and authority to carry on its business as now conducted and proposed to be conducted. The Company has 30,000,000 authorized shares of its common stock $0.10 par value (the "Common Stock") and 10,000,000 1,000,000 authorized shares of its preferred stock, issuable in series (the "Preferred Stock"). As of March December 31, 20022001, the Company had (a) 15,922,459 12,111,921 issued and outstanding shares of Common Stock; (b) zero (0) 184,615 shares of issued and outstanding Series B Preferred Stock, $16.25 redemption and liquidation value; and (c) no treasury shares. As of March December 31, 20022000, the Company had granted stock options which, if all were exercised, would equal 2,320,000 3,000,000 shares of Common Stock. Other than the registration rights granted to Holder Purchaser in accordance with the transactions contemplated herebyRegistration Rights Agreement, the Company has only incidental registration rights to two (2) of its officers and directors, Wm. Stacy Locke and Michael E. LittleStacx Xxxxx xxx Michxxx X. Xxxxxx, and xxd no other individual or entity xxx xxx xxxistraxxxx xxxxxx xx xxy has any registration rights of any kind or nature (other than rights under Form S-8), including incidental or demand registration rights. Other than items referred to herein and an option to purchase 100,000 shares of common stock to a consultant of the Company at an exercise price of $4.50 per shareherein, there are no other options, warrants, rights, conversion rights, phantom rights, preemptive rights or any other rights by any party to receive equity of the Company. Upon issuance of the Common Stock into which the Debenture may be converted (the "Stock") to HolderPurchaser, Holder Purchaser will be the record and beneficial owner of the Stock and the Stock will be duly authorized, validly issued and outstanding, fully paid and nonassessable and would have been issued in accordance with appropriate federal and state securities law. By virtue of the conversion rights included in consummation of the Debenturetransactions contemplated herein, Holder Purchaser shall receive good and valid title to the Stock, free and clear of all liens, encumbrances, pledges, options, claims, assessments and adverse charges. If Upon issuance of the Stock were issued on the Initial Closing DateStock, HolderPurchaser's ownership would will constitute approximately 60.749.9% of the Company's issued and outstanding shares of Common Stockstock as of the Closing Date. As a result of the issuance of the Stock, the Company is not, nor will not become it become, obligated to issue any additional shares of capital stock (preferred or common) to any officer, director, shareholder or other party. The execution, delivery and performance of this Agreement will not result in a violation or breach of any term or provision of or constitute a default or accelerate the performance required under the Articles of Incorporation or Bylaws of the Company or any indenture, mortgage, deed of trust or other contract or agreement to which the Company is a party or by which its assets are bound, or violate any order, writ, injunction or decree of any court, administrative agency or governmental body.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Wedge Energy Services LLC)

Ownership of Stock. Authorization. The Company has 100,000,000 authorized shares of its common stock $0.10 par value (the "Common Stock") and 10,000,000 authorized shares of its preferred stock, issuable in series (the "Preferred Stock"). As of March 31September 30, 20022001, the Company had (a) 15,922,459 15,913,959 issued and outstanding shares of Common Stock; (b) zero (0) shares of issued and outstanding Preferred Stock; and (c) no treasury shares. As of March 31September 30, 20022001, the Company had granted stock options which, if all were exercised, would equal 2,320,000 2,023,500 shares of Common Stock. Other than the registration rights granted to Holder in accordance with the transactions contemplated hereby, the Company has only incidental registration rights to two (2) of its officers and directors, Wm. Stacy Locke and Michael E. LittleLittlx, and no other individual or entity xxx xxx xxxistraxxxx xxxxxx xx xxy xther xxxxxxxxxx xx xxxity has any registration rights of any kind or nature (other than rights under Form S-8), including incidental or demand registration rights. Other than items referred to herein and an option to purchase 100,000 shares of common stock to a consultant of the Company at an exercise price of $4.50 per shareherein, there are no other options, warrants, rights, conversion rights, phantom rights, preemptive rights or any other rights by any party to receive equity of the Company. Upon issuance of the Common Stock into which the Debenture may be converted (the "Stock") to Holder, Holder will be the record and beneficial owner of the Stock and the Stock will be duly authorized, validly issued and outstanding, fully paid and nonassessable and would have been issued in accordance with appropriate federal and state securities law. By virtue of the conversion rights included in the Debenture, Holder shall receive good and valid title to the Stock, free and clear of all liens, encumbrances, pledges, options, claims, assessments and adverse charges. If the Stock were issued on the Initial Closing Date, Holder's ownership would constitute approximately 60.757.5% of the Company's issued and outstanding shares of Common Stock. As a result of the issuance of the Stock, the Company will not become obligated to issue any additional shares of capital stock (preferred or common) to any officer, director, shareholder or other party. The execution, delivery and performance of this Agreement will not result in a violation or breach of any term or provision of or constitute a default or accelerate the performance required under the Articles of Incorporation or Bylaws of the Company or any indenture, mortgage, deed of trust or other contract or agreement to which the Company is a party or by which its assets are bound, or violate any order, writ, injunction or decree of any court, administrative agency or governmental body.

Appears in 1 contract

Samples: Debenture Agreement (South Texas Drilling & Exploration Inc)

Ownership of Stock. Authorization. The Company has 100,000,000 authorized shares of its common stock $0.10 par value (the "Common Stock") and 10,000,000 authorized shares of its preferred stock, issuable in series (the "Preferred Stock"). As of March 31, 2002, the Company had (a) 15,922,459 issued and outstanding shares of Common Stock; (b) zero (0) shares of issued and outstanding Preferred Stock; and (c) no treasury shares. As of March 31, 2002, the Company had granted stock options which, if all were exercised, would equal 2,320,000 shares of Common Stock. Other than the registration rights granted to Holder in accordance with the transactions contemplated hereby, the Company has only incidental registration rights to two (2) of its officers and directors, Wm. Stacy Locke Xxxxx Xxxxx and Michael E. LittleXxxxxxx X. Xxxxxx, and no other individual or entity xxx xxx xxxistraxxxx xxxxxx xx xxy has any registration rights of any kind or nature (other than rights under Form S-8), including incidental or demand registration rights. Other than items referred to herein and an option to purchase 100,000 shares of common stock to a consultant of the Company at an exercise price of $4.50 per share, there are no other options, warrants, rights, conversion rights, phantom rights, preemptive rights or any other rights by any party to receive equity of the Company. Upon issuance of the Common Stock into which the Debenture may be converted (the "Stock") to Holder, Holder will be the record and beneficial owner of the Stock and the Stock will be duly authorized, validly issued and outstanding, fully paid and nonassessable and would have been issued in accordance with appropriate federal and state securities law. By virtue of the conversion rights included in the Debenture, Holder shall receive good and valid title to the Stock, free and clear of all liens, encumbrances, pledges, options, claims, assessments and adverse charges. If the Stock were issued on the Initial Closing Date, Holder's ownership would constitute approximately 60.7% of the Company's issued and outstanding shares of Common Stock. As a result of the issuance of the Stock, the Company will not become obligated to issue any additional shares of capital stock (preferred or common) to any officer, director, shareholder or other party. The execution, delivery and performance of this Agreement will not result in a violation or breach of any term or provision of or constitute a default or accelerate the performance required under the Articles of Incorporation or Bylaws of the Company or any indenture, mortgage, deed of trust or other contract or agreement to which the Company is a party or by which its assets are bound, or violate any order, writ, injunction or decree of any court, administrative agency or governmental body.

Appears in 1 contract

Samples: Debenture Agreement (Pioneer Drilling Co)

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Ownership of Stock. Authorization. The Company is a corporation duly organized and validly existing and in good standing under the laws of the state of Texas and has 100,000,000 all requisite corporate power and authority to carry on its business as now conducted and proposed to be conducted. The Company has 15,000,000 authorized shares of its common stock $0.10 par value (the "Common Stock") and 10,000,000 584,615 authorized shares of its preferred stock, issuable in series stock (the "Preferred Stock"). As of March 31, 20022000, the Company had (a) 15,922,459 7,274,684 issued and outstanding shares of Common Stock; (b) zero (0) 400,000 authorized shares of Series A Preferred Stock, $200 redemption and liquidation value, of which 400,000 shares are issued and outstanding outstanding; (c) 184,615 shares of Series B Preferred Stock, $16.25 redemption and liquidation value, of which 184,615 shares are issued and outstanding; and (cd) no treasury shares. As of March 31, 20022000, the Company had granted stock options which, if all were exercised, would equal 2,320,000 1,751,000 shares of Common Stock. Other than the registration rights granted to Holder Purchaser in accordance with the transactions contemplated hereby, the Company has only incidental registration rights to two (2) of its officers and directors, Wm. Stacy Locke and Michael E. LittleStacx Xxxxx xxx Michxxx X. Xxxxxx, and xxd no other individual or entity xxx xxx xxxistraxxxx xxxxxx xx xxy has any registration rights of any kind or nature (other than rights under Form S-8), including incidental or demand registration rights. Other than items referred to herein and an option to purchase 100,000 shares of common stock to a consultant of the Company at an exercise price of $4.50 per shareherein, there are no other options, warrants, rights, conversion rights, phantom rights, preemptive rights or any other rights by any party to receive equity of the Company. Upon issuance of the Common Stock into which the Debenture may be converted (the "Stock") to HolderPurchaser, Holder Purchaser will be the record and beneficial owner of the Stock and the Stock will be duly authorized, validly issued and outstanding, fully paid and nonassessable and would have been issued in accordance with appropriate federal and state securities law. By virtue of the conversion rights included in consummation of the Debenturetransactions contemplated herein, Holder Purchaser shall receive good and valid title to the Stock, free and clear of all liens, encumbrances, pledges, options, claims, assessments and adverse charges. If Upon issuance of the Stock were issued on the Initial Closing DateStock, HolderPurchaser's ownership would will constitute approximately 60.744.116% of the Company's issued and outstanding shares of Common Stockcapital stock as of the Closing Date. As a result of the issuance of the Stock, the Company is not, nor will not become it become, obligated to issue any additional shares of capital stock (preferred or common) to any officer, director, shareholder or other party. The execution, delivery and performance of this Agreement and the Registration Rights Agreement will not result in a violation or breach of any term or provision of or constitute a default or accelerate the performance required under the Articles of Incorporation or Bylaws of the Company or any indenture, mortgage, deed of trust or other contract or agreement to which the Company is a party or by which its assets are bound, or violate any order, writ, injunction or decree of any court, administrative agency or governmental body.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Wedge Energy Services LLC)

Ownership of Stock. Authorization. The Company is a corporation duly organized and validly existing and in good standing under the laws of the state of Texas and has 100,000,000 all requisite corporate power and authority to carry on its business as now conducted and proposed to be conducted. The Company has 30,000,000 authorized shares of its common stock $0.10 par value (the "Common Stock") and 10,000,000 1,000,000 authorized shares of its preferred stock, issuable in series (the "Preferred Stock"). As of March December 31, 20022001, the Company had (a) 15,922,459 12,111,921 issued and outstanding shares of Common Stock; (b) zero (0) 184,615 shares of issued and outstanding Series B Preferred Stock, $16.25 redemption and liquidation value; and (c) no treasury shares. As of March December 31, 20022000, the Company had granted stock options which, if all were exercised, would equal 2,320,000 3,000,000 shares of Common Stock. Other than the registration rights granted to Holder Purchaser in accordance with the transactions contemplated herebyRegistration Rights Agreement, the Company has only incidental registration rights to two (2) of its officers and directors, Wm. Stacy Locke Xxxxx Xxxxx and Michael E. LittleXxxxxxx X. Xxxxxx, and no other individual or entity xxx xxx xxxistraxxxx xxxxxx xx xxy has any registration rights of any kind or nature (other than rights under Form S-8), including incidental or demand registration rights. Other than items referred to herein and an option to purchase 100,000 shares of common stock to a consultant of the Company at an exercise price of $4.50 per shareherein, there are no other options, warrants, rights, conversion rights, phantom rights, preemptive rights or any other rights by any party to receive equity of the Company. Upon issuance of the Common Stock into which the Debenture may be converted (the "Stock") to HolderPurchaser, Holder Purchaser will be the record and beneficial owner of the Stock and the Stock will be duly authorized, validly issued and outstanding, fully paid and nonassessable and would have been issued in accordance with appropriate federal and state securities law. By virtue of the conversion rights included in consummation of the Debenturetransactions contemplated herein, Holder Purchaser shall receive good and valid title to the Stock, free and clear of all liens, encumbrances, pledges, options, claims, assessments and adverse charges. If Upon issuance of the Stock were issued on the Initial Closing DateStock, HolderPurchaser's ownership would will constitute approximately 60.749.9% of the Company's issued and outstanding shares of Common Stockstock as of the Closing Date. As a result of the issuance of the Stock, the Company is not, nor will not become it become, obligated to issue any additional shares of capital stock (preferred or common) to any officer, director, shareholder or other party. The execution, delivery and performance of this Agreement will not result in a violation or breach of any term or provision of or constitute a default or accelerate the performance required under the Articles of Incorporation or Bylaws of the Company or any indenture, mortgage, deed of trust or other contract or agreement to which the Company is a party or by which its assets are bound, or violate any order, writ, injunction or decree of any court, administrative agency or governmental body.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (South Texas Drilling & Exploration Inc)

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