Share capital and authority Sample Clauses

Share capital and authority. 1.1 All of the shares set out in column 4 of the table in Schedule 1 are fully paid and comprise the entire issued share capital of the Company. None of the share capital of the Company is under option or subject to any Encumbrance or other third party right (including rights of pre-emption), no options, warrants or other rights to subscribe for new shares in the Company have been granted or agreed to, and no dividends or other rights or benefits have been declared, made or paid or agreed to be declared, made or paid thereon. All issued share capital of the Company has been duly authorised and issued in compliance with applicable securities law. 1.2 [Intentionally left blank.] 1.3 The execution and delivery by the Company of this Agreement and the documents referred to in it, and performance of its obligations and compliance with their respective terms, does not breach, conflict with or constitute a default under (with or without notice or lapse of time, or both), or give rise to a right of notice or termination, cancellation, modification or acceleration of any right or obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, or result in the creation of any Encumbrance on the Company’s assets pursuant to, the Company’s articles of association, or any other agreement or instrument to which any Warrantor is a party or by which any Warrantor is bound, and shall not constitute a breach under any order, judgment, decree or other restriction applicable to any Warrantor. The Disclosure Letter sets out and describes all necessary consents, waivers and approvals of parties to any contracts to which the Company is a party or by which the Company’s properties or assets may be bound as are required thereunder in connection with the transactions contemplated hereby, or for any such contract to remain in full force and effect without limitation, modification or alteration after Completion so as to preserve all rights of, and benefits to, the Company under such contracts from and after Completion. Except as set out and described in the Disclosure Letter, following Completion, the Company will continue to be permitted to exercise all of its rights under all contracts to which the Company is a party without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which they would otherwise be required to pay pursuant to the terms of such contracts had the transactions con...
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Share capital and authority. 8.1 The Company is duly incorporated under the laws of England and Wales and is operating in accordance with its Articles of Association and all relevant laws and regulations in the UK. 8.2 The Company has power under its Articles of Association and, will pursuant to the Resolutions have the authority to, create, allot and issue the Consideration Shares and the Placing Shares and to effect the Placing in the manner proposed and to pay the fees and expenses provided for in this Agreement and to enter into and perform this Agreement and all other documents relating to the Acquisition and Placing without any sanction or consent by members of the Company or any class of them, and all other authorisations, approvals, consents and licences required for the entering into and execution and performance of this Agreement, and the allotment and issue of the Consideration Shares and the Placing Shares have been obtained and will at all material times be and remain in full force and effect. 8.3 The allotment and issue of the Consideration Shares and the Placing Shares and the admission of the Consideration Shares and the Placing Shares to trading on AIM will comply with all agreements to which any member of the Group is a party or by which any such member is bound and will comply with FSMA, the FSA 2012, the AIM Rules, the Prospectus Rules, the Takeover Code, the Act and all other relevant laws and regulations. 8.4 The Consideration Shares and the Placing Shares will be allotted and issued (subject to their being fully paid up) free from all claims, charges, liens, encumbrances and equities whatsoever and will rank pari passu in all respects with the existing issued Ordinary Shares including the right to receive all dividends made, declared or paid following Admission. 8.5 There are not in force any options or other agreements which require or may require, or confer any right to require, the issue of any shares, warrants or other securities of any member of the Group now or at any time hereafter. 8.6 None of the owners or holders of any of the share capital of the Company or the persons to which the Consideration Shares and the Placing Shares are to be allotted and issued has any rights, in his capacity as such, in relation to the Group other than as set out in the Articles of Association. 8.7 The Ordinary Shares are freely transferable in accordance with the Articles of Association of the Company and all relevant laws and regulations of the UK.
Sample 1
Share capital and authority. 1.1 All of the Shares set out in Part 1 of Schedule 3 are fully paid, comprise the entire issued share capital of the Company and will rank pari passu with New Shares (once allotted and issued) 1.2 None of the Shares has been allotted at a discount. 1.3 Except pursuant to this agreement and as set out in Part 3 of Schedule 3:
Sample 1
Share capital and authority. 1.1 All of the shares set out in column 4 of the table in Schedule 1 are fully paid and comprise the entire issued share capital of the Company. None of the share capital of the Company is under option or subject to any Encumbrance or other third party right (including rights of pre-emption), no options, warrants or other rights to subscribe for new shares in the Company have been granted or agreed to, and no dividends or other rights or benefits have been declared, made or paid or agreed to be declared, made or paid thereon. All issued share capital of the Company has been duly authorised and issued in compliance with applicable securities law. 1.2 [Intentionally left blank.]
Sample 1
Share capital and authority. The Founders are the legal and beneficial owners of the number of Ordinary Shares set opposite their respective names in part 1 of schedule 3.
Sample 1
Share capital and authority. 1.1. The Founders are the legal and beneficial owners of the number of Ordinary Shares set opposite their respective names in part 1 of schedule 3. 1.2. All of the shares set out in part 1 of schedule 3 are fully paid and comprise the entire issued share capital of the Company. None of the share capital of the Company is under option or subject to any mortgage, charge (fixed or floating), pledge, lien, security, interest or other third party right (including rights of pre-emption), no options, warrants or other rights to subscribe for new shares in the Company have been granted or agreed to and no dividends or other rights or benefits have been declared, made or paid or agreed to be declared, made or paid thereon. 1.3. The execution and delivery by the Warrantors of this agreement and the documents referred to in it, and compliance with their respective terms, shall not breach or constitute a default under the Company's articles of association, or any other agreement or instrument to which any Warrantor is a party or by which any Warrantor is bound, and shall not constitute a breach under any order, judgment, decree or other restriction applicable to any Warrantor.
Sample 1
Share capital and authority. 1.1 The Existing Shareholders are the legal and beneficial owners of the number of Ordinary Shares set opposite their respective names in Schedule 2, Part 1. 1.2 All of the shares set out in Schedule 2, Part 1, are fully paid and comprise the entire issued share capital of the Company and following Second Completion, the shares set out in Schedule 2, Part 2 will comprise the entire issued share capital of the Company. 1.3 Other than as regards the rights to subscribe for Shares held by Salt Pond Holdings, LLC set out in Schedule 2, Part 3 pursuant to the terms of a warrant agreement dated the same day as this Agreement, none of the share capital of the Company is under option or subject to any mortgage, charge (fixed or floating), pledge, lien, security, interest or other third party right (including rights of pre-emption), no options, warrants or other rights to subscribe for new shares in the Company have been granted or agreed to and no dividends or other rights or benefits have been declared, made or paid or agreed to be declared, made or paid thereon. 1.4 The execution and delivery by the Warrantors of this Agreement and the documents referred to in it, and compliance with their respective terms, shall not breach or constitute a default under the Company's articles of association, or any other agreement or instrument to which any Warrantor is a party or by which any Warrantor is bound, and shall not constitute a breach under any order, judgment, decree or other restriction applicable to any Warrantor.
Sample 1
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Share capital and authority. 1.1 The Founders are the legal and beneficial owners of the number of Ordinary Shares set opposite their respective names in schedule 3. 1.2 All of the shares set out in schedule 3 are fully paid and comprise the entire issued share capital of the Company. 1.3 The Company has granted options over 8,879,573 Ordinary Shares for issue to its directors, employees, workers and consultants pursuant to the Share Option Plan and such options are currently outstanding. 1.4 The options over Ordinary Shares held by each director, employee, worker and consultant of the Company: 1.4.1 are subject to lapse or forfeiture in the event such director, employee, worker or consultant is dismissed or terminated for gross misconduct, fraud, dishonesty or being convicted of any criminal offence (other than a road traffic offence which is not punishable by a custodial sentence); 1.4.2 vest over at least a period of four years from the date of grant, with no options vesting in the first 12 months following the date of grant; 1.4.3 are not subject to any provisions for the acceleration of vesting or other changes in the vesting provisions applying to them upon the occurrence of any event or combination of events, including upon a change of control of the Company; and 1.4.4 were granted pursuant to the Share Option Plan on materially the same terms as the relevant template share option agreement scheduled to the Disclosure Letter. 1.5 In relation to options granted pursuant to the Share Option Plan that are intended to qualify as enterprise management incentive options: 1.5.1 the Company granted options at or above the agreed actual market value and within the 60 or 90 day valuation window, as applicable; 1.5.2 the Company granted options only to eligible employees and made a declaration of committed time in accordance with Schedule 5 of ITEPA; 1.5.3 all option grants have been validly notified to HMRC within 92 days of the relevant date of grant; 1.5.4 the market value for all option grants was agreed in writing with HMRC prior to grant (on an appropriate basis); 1.5.5 the options met, at the time of grant, and continue to meet (or, if already exercised, continued to meet until the time of exercise) all of the requirements for enterprise management incentive options under Schedule 5 of ITEPA; 1.5.6 all registrations, notifications and declarations have been made to HMRC within the relevant time period and no penalties have arisen or are expected to arise in respect of any such regi...
Sample 1

Related to Share capital and authority

  • Organization and Authority The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

  • Incorporation and Authority (i) The Company is duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company of this Agreement and each Ancillary Document, and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Documents have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and each Ancillary Document will be, duly executed and delivered by the Company. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and each of the Ancillary Documents will constitute, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

  • Organization, Good Standing and Authority The Vessel Owning Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of Liberia. The Vessel Owning Subsidiary has full corporate power and authority to carry on its business as it is now, and has since its incorporation been, conducted, and is entitled to own, lease or operate the properties and assets it now owns, leases or operates and to enter into legal and binding contracts. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Vessel Owning Subsidiary.

  • Corporate Power and Authority The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

  • Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

  • Powers and authority It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

  • Power and Authority The Servicer has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action.

  • Status and Authority (i) The Borrower is a non-profit corporation duly organized, existing and in good standing under the laws of North Carolina, (ii) its articles of incorporation and any certificates of assumed or business name have been delivered to the City and are in full force and effect and have not been amended or changed, (iii) no proceeding is pending, planned or threatened for the dissolution, termination or annulment of it, (iv) all articles of incorporation and of assumed or business name required to be filed have been duly filed and it has complied with all other conditions prerequisite to its doing business in North Carolina, (v) it has the power, authority and legal right to carry on the business now being conducted by it and to engage in transactions contemplated by the Loan Documents, and (vi) all necessary corporate actions of it have been duly taken.

  • Due Incorporation; Power and Authority The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Statutory Prospectus and the Prospectus.

  • Purpose and Authority The parties to this agreement are the Department of Homeland Security (DHS) and the (Employer). The purpose of this agreement is to set forth terms and conditions which the Employer will follow while participating in E-Verify.

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