Share capital and authority Clause Samples
The 'Share capital and authority' clause defines the amount and structure of a company's share capital and specifies the powers the company has to issue, allot, or otherwise deal with its shares. It typically outlines the maximum number of shares the company is authorized to issue, the classes of shares available (such as ordinary or preference shares), and any conditions or restrictions on issuing new shares. This clause ensures that all parties understand the company's capital structure and the directors' authority regarding shares, thereby providing clarity and preventing unauthorized or unexpected changes to share ownership.
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...
Share capital and authority. 2.1 The authorised and issued share capital of the Company at the date of this agreement and upon Admission is or will be as stated in Part VI of the Admission Document and the issued share capital is or will upon Admission be fully paid and is not and will not at Admission be subject to any lien, encumbrance, equity, charge or third party right or restriction on transfer either imposed by the Company or of which the Company is or the Directors are aware and will confer upon any purchaser of them under the Placing the rights and restrictions set out or referred to in the Admission Document. The other facts set out in the recitals to this agreement are true.
2.2 All sums due in respect of the issued share capital of the Company and every other member of the Group have been paid to and received by the Company or as the case may be such member of the Group and, save as disclosed in the Admission Document, there are no allotted but unissued shares or outstanding options or other rights to subscribe for or call for the allotment of any shares or securities convertible into shares or loan capital of the Company or any other member of the Group.
2.3 The Company has power under its certificate of incorporation and by-laws to issue the Placing Shares in the manner proposed in this agreement and all necessary steps have been taken (subject only to Admission) to permit and implement such issues of shares as are referred to in the Admission Document and the issue of the Placing Shares so as to enable full effect to be given to the terms of this agreement and the Placing.
2.4 The issue of the Placing Shares will not infringe any limits, powers or restrictions to which the Company is subject or the terms of any contract, obligation or commitment of the Company nor give rise to any obligation or commitment of the Company nor give rise to any obligation under any such contract, obligation or commitment which is inconsistent with the acquisition by any allottee, purchaser or subscriber (as the case may be) of valid unencumbered title to the Placing Shares or any of them.
2.5 The entry into this agreement and the performance of the Company's obligations under it and full implementation of the matters stated as proposed to be undertaken as referred to in the recitals are within the power of the Company without the need for any further sanction, approval, licence or consent of members of the Company or any class of them or of any other person and will comply with all relevant...
Share capital and authority. 1.1 All of the shares set out in Schedule 2 are fully paid and comprise the entire issued share capital of the Company and none of the issued share capital of the Company is subject to any Encumbrance.
1.2 No options, warrants or other rights to subscribe for new shares in the Company have been granted or agreed to be granted or have been promised (orally or in writing), in each case by the Company.
1.3 No dividends or other rights or benefits have been declared, made or paid or agreed to be declared, made or paid by the Company.
1.4 The execution and delivery by the Company 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 the Company is a party or by which the Company is bound, and shall not constitute a breach under any order, judgment, decree or other restriction applicable to the Company.
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.
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.
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.]
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:
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.
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...