Share capital structure Sample Clauses

Share capital structure. The structure of the company's capital equity contained in the articles of association and the amendments to the articles of association registered with the Registrar of Companies is completely consistent with the records of the articles of association and the amendments to the articles of association provided by the company to investors, and it is true, complete and accurate to reflect the company's share capital structure, and there is no false capital contribution. The Company has never promised or actually issued any interest, shares, bonds, stock options, options or interests of the same or similar nature to any person in any form and in any way other than the above shareholders' interests. There is no nominee or similar arrangement in the company's shares, nor are there any security interests such as pledges, mortgages or any kind of encumbrances, or any other third party rights.
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Share capital structure. A true, complete and accurate disclosure of the share capital structure of the Target Company has been made in the Disclosure Letter. The Target Company has never, in any form, promised or issued to any person any interest, equity, bonds, warrants, options or interests of the same or similar nature other than the shareholders' interests embodied in the aforesaid share capital structure. Save as disclosed in the Disclosure Letter, there is no escrow, trust or similar arrangement, nor security interest such as pledge, mortgages, or encumbrance of rights of any kind or any other third-party rights (including but not limited to, in respect of the shareholding of any person, any options or conversion rights or preferential rights of any nature whatsoever) over the equity interests in the Target Company held by the Transferors, except for the restrictions or encumbrances agreed to under the respective transaction documents or the articles of association.
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Share capital structure. 4.1. The authorized share capital of the Company shall be NIS 10,000,000 (ten millions) divided into 10,000,000 (ten millions) Ordinary Shares of the Company of par value NIS 1.00 (one) each. 4.2. Immediately following the signature of this Agreement and the incorporation of the Company, the issued and outstanding share capital of the Company shall comprise of 1,000 (one thousand) Ordinary Shares divided as follows: 4.2.1. 600 (six hundred) Ordinary Shares constituting 60% (sixty percent) of the Company's issued and outstanding share capital, shall be Held by the Controlling Shareholder; and; 4.2.2. 400 (four hundred) Ordinary Shares constituting 40% (forty percent) of the Company's issued and outstanding share capital, shall be Held by IEC. 4.3. Other than as described in Section 4.2 hereof, immediately following the signature of this Agreement there will be no issued and outstanding Shares, options, warrants convertible debts or other securities convertible into, or exercisable, for new shares of the Company. 4.4. If the Controlling Shareholder is comprised of more than one Person ("Consortium Group"), then, in order to ensure that IEC shall not be deemed in Control of the Company, unless and until the Government Resolutions to that effect are amended and expressly permit such Control by IEC, all rights attached to each and every one of the Controlling Shares shall be exercised as one block and in a single and identical manner. In order to ensure the full compliance with and adherence to the aforesaid, the following provisions shall apply: 4.4.1. All Persons comprising the Consortium Group shall enter into and sign a trust agreement (the "Trust Agreement") with a trustee who shall be one of the Persons comprising the Consortium Group (the "Trustee"), according to which: (a) all of the Controlling Shares will be Held by the Trustee and registered in the name of Trustee as the Holder thereof in trust for the benefit of any and all of the Persons comprising the Consortium Group, including the Trustee, (each of which, as the ultimate beneficial owner of its respective portion of the Controlling Shares); and (b) all rights and in particular, all voting rights attached to each and all of the Controlling Shares will be exercised by the Trustee only, on behalf of all of the Persons comprising the Consortium Group, as one block and in a single and identical manner; and (c) In no event, no Person comprising the Consortium Group shall be entitled to exercise any ri...
Sample 1
Share capital structure. Spare Fruit has 1,050,000 ordinary shares in issue with a nominal value of £0.01 each. It is expected that up to 450,000 new ordinary shares will be issued at £0.01 par value with a premium of £0.99 per share (ie. new shareholders will therefore pay £1 per share) before the end of the Second Offer. It is therefore intended that the Founder will retain a minimum of 70% ownership in the company once the Second Offer has occurred. The relevant resolutions reflecting the company’s current share capital will be formalised and filed with the Registrar of Companies in due course.
Sample 1
Share capital structure. 3.1 Immediately following the issue of the Loan Notes and the Ordinary Shares, the entire issued share capital of the Company will comprise: Total number of ordinary shares on issue: 31,000,000 Total number of options to acquire ordinary shares on issue: 0 Total number of warrants to acquire ordinary shares on issue: 0 3.2 Set out below is all securities which it is currently intended or contemplated to be issued by the Company within the period of 12 months following the date of this Agreement:
Sample 1
Share capital structure. Pursuant to the Shareholders’ Agreement, TCMA, APMSA and TCIM (collectively referred to as “Parties” or “Shareholders”) have agreed to subscribe for a total of 999,998 new ordinary shares in TC Sunergy (“Subscription Shares”) for cash at a subscription price of RM1.00 per share (“Subscription Consideration”) as the initial share capital of TC Sunergy in accordance with the agreed subscription proportion as set out in the Shareholders’ Agreement, details of which are as follows, together with all rights and benefits attached thereto and all distributions, rights, and other entitlements declared, paid or made in respect thereof as from the date of issuance of the Subscription Shares: TCMA 509,998 51% 509,998.00 APMSA 400,000 40% 400,000.00 TCIM 90,000 9% 90,000.00 TC Sunergy is projected to have an issued share capital of RM24,000,000.00 eventually with additional capital injection from the Parties in accordance with the agreed proportion as set out in the Shareholders’ Agreement from time to time. Following the issuance of the Subscription Shares, the shareholding of TC Sunergy shall be as follows: TCMA 100% 2 2.00 TCMA 51% 510,000 510,000.00 APMSA 40% 400,000 400,000.00 TCIM 9% 90,000 90,000.00 The issued capital of TC Sunergy may be increased at any time and from time to time in such manner as may be prescribed by the Shareholders’ Agreement.
Sample 1
Share capital structure. As of the Execution Date, the equity structure of the registered capital of the Target Company set forth in the articles of association and amendments to the articles of association registered and filed with the AMR is completely in consistent with that set forth in Schedule 2 attached hereto and the AOA of the Target Company and the amendments to the articles of association provided by the Target Company to the Investor, and has truly, completely and accurately reflected the share capital structure of the Company, without any false capital contribution. As of the closing date of the Series B Financing, the equity structure of the registered capital of the Target Company set forth in the articles of association and amendments to the articles of association registered and filed with the AMR is completely in consistent with that set forth in Schedule 3 attached hereto. As of the Closing Date, except as otherwise stipulated in the Series B Transaction Documents or as otherwise disclosed t the Investor, the Target Company has not promised to issue or actually issued in any way and to any person any equity, shares, convertible bonds, warrants, stock option or interest of the same or similar nature other than the said shareholder’s equity.
Sample 1
Share capital structure. 4.1. The authorized share capital of the Company shall be NIS 10,000,000 (ten millions) divided into 10,000,000 (ten millions) Ordinary Shares of the Company of par value NIS 1.00 (one) each. 4.2. Immediately following the signature of this Agreement and the incorporation of the Company, the issued and outstanding share capital of the Company shall comprise of 1,000 (one thousand) Ordinary Shares divided as follows: 4.2.1. 510600 (five hundred and tensix hundred)35 Ordinary Shares constituting 5160% (fifty onesixty36 percent) of the Company's issued and outstanding share capital, shall be Held by the Controlling Shareholder; and; 4.2.2. 49040037 (four hundred and ninety38) Ordinary Shares constituting 494039% (forty nine40 percent) of the Company's issued and outstanding share capital, shall be Held by IEC. 4.3. Other than as described in Section 4.2 hereof, immediately following the signature of this Agreement there will be no issued and outstanding Shares, options, warrants convertible debts or other securities convertible into, or exercisable, for new shares of the Company. 4.4. If the Controlling Shareholder is comprised of more than one Person ("Consortium Group"), then, in order to ensure that IEC shall not be deemed in Control of the Company, unless and until the Government Resolutions to that effect are amended and expressly permit such Control 34 Notice No. 18, 7.5.2012, Ver 1.02 35 Notice No. 18, 7.5.2012, Ver 1.02 36 Notice No. 18, 7.5.2012, Ver 1.02 37 Notice No. 18, 7.5.2012, Ver 1.02 38 Notice No. 18, 7.5.2012, Ver 1.02 39 Notice No. 18, 7.5.2012, Ver 1.02 40 Notice No. 18, 7.5.2012, Ver 1.02 by IEC, all rights attached to each and every one of the Controlling Shares shall be exercised as one block and in a single and identical manner. In order to ensure the full compliance with and adherence to the aforesaid, the following provisions shall apply: 4.4.1. All Persons comprising the Consortium Group shall enter into and sign a trust agreement (the "Trust Agreement") with a trustee who shall be one of the Persons comprising the Consortium Group (the "Trustee"), according to which: (a) all of the Controlling Shares will be Held by the Trustee and registered in the name of Trustee as the Holder thereof in trust for the benefit of any and all of the Persons comprising the Consortium Group, including the Trustee, (each of which, as the ultimate beneficial owner of its respective portion of the Controlling Shares); and (b) all rights and in particula...
Sample 1

Related to Share capital structure

  • Capital Structure (i) The authorized capital stock of MCBF consists of: (A) 20,000,000 shares of MCBF Common Stock; and (B) 5,000,000 shares of preferred stock, par value $.01 per share. (ii) As of the date of this Agreement: (A) 2,403,250 shares of MCBF Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and were issued in full compliance with all applicable laws and not in violation of any preemptive rights; (B) no shares of MCBF preferred stock are issued and outstanding; (C) 235,138 shares of MCBF Common Stock are reserved for issuance pursuant to outstanding grants or awards under MCBF’s stock-based benefit plans; and (D) no shares of MCBF Common Stock are held in treasury by MCBF or otherwise directly or indirectly owned by MCBF. (iii) No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders of MCBF may vote are issued or outstanding. (iv) Except as set forth in this Section 3.3(c), as of the date of this Agreement, (A) no shares of capital stock or other voting securities of MCBF are issued, reserved for issuance or outstanding and (B) neither MCBF nor any of its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, rights, convertible securities, commitments or agreements of any character obligating MCBF or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any additional shares of capital stock of MCBF or obligating MCBF or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, convertible security, commitment or agreement. As of the date hereof, there are no outstanding contractual obligations of MCBF or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of MCBF or any of its Subsidiaries. (v) The shares of MCBF Common Stock to be issued in exchange for shares of MSB Common Stock upon consummation of the Merger in accordance with this Agreement have been duly authorized and when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and subject to no preemptive rights.

  • Company Capital Structure In the case of the Company, the authorized capital stock of the Company consists of 500,000,000 shares of Company Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). As of the Measurement Date, (i) 228,209,888 shares of Company Common Stock (excluding treasury shares) were issued and outstanding (including 119,422 shares of Company Common Stock subject to outstanding Company Restricted Stock Awards), (ii) no shares of Company Common Stock were held by the Company in its treasury and (iii) no shares of Company Preferred Stock were issued and outstanding. All of the outstanding shares of Company Common Stock have been duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. The Company has no shares of Company Common Stock or Company Preferred Stock reserved for issuance, except that, as of the Measurement Date, there were (a) 3,913,542 shares of Company Common Stock reserved for future issuance under the Company Stock Plans, (b) 867,802 shares of Company Common Stock subject to outstanding Company Option Awards, and such Company Option Awards have a weighted average exercise price of $21.03 per share, (c) 5,311,304 shares of Company Common Stock subject to outstanding Company RSU Awards, and (d) 5,494,388 shares of Company Common Stock subject to outstanding Company PSU Awards (assuming maximum performance and excluding those Company PSU Awards that pursuant to their terms may only be settled in cash). Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and each of the outstanding shares of capital stock or other securities of each of the Company’s Significant Subsidiaries is owned beneficially and of record by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Encumbrance (excluding such transfer restrictions of general applicability as may be provided under the Securities Act, the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions). Except for the Company Stockholders Agreement, as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, call agreements, understandings, claims or other agreements, commitments or rights of any type relating to the issuance, sale, redemption or transfer by the Company of any equity securities of the Company or its Subsidiaries, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of the Company or its Subsidiaries and neither the Company nor any of its Subsidiaries has any obligation to issue any additional securities or to pay for or repurchase any securities of the Company or its Subsidiaries. The shares of Company Common Stock are registered under the Exchange Act. Since the Measurement Date and through the date of this Agreement, the Company has not (A) issued any shares of Company Common Stock (other than upon the exercise or settlement of Company Equity Awards outstanding as of the Measurement Date) or (B) granted any Company Equity Awards or similar awards. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.

  • Share Capitalizations If after the date hereof, and subject to the provisions of Section 6.6 below, the number of outstanding Ordinary Shares is increased by share capitalization payable in Ordinary Shares, or by a sub-division of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding Ordinary Shares.

  • Organizational Structure The ISO will be governed by a ten (10) person unaffiliated Board of Directors, as per Article 5 herein. The day-to-day operation of the ISO will be managed by a President, who will serve as an ex-officio member of the ISO Board, in accordance with Article 5 herein. There shall be a Management Committee as per Article 7 herein, which shall report to the ISO Board, and shall be comprised of all Parties to the Agreement. There shall be at least two additional standing committees, the Operating Committee, as provided for in Article 8, and the Business Issues Committee, as provided for in Article 9, both of which shall report to the Management Committee. A Dispute Resolution Process will be established and administered by the ISO Board in accordance with Article 10.

  • Share Capital The authorized share capital of the Company conforms as to legal matters to the description thereof contained in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

  • Organizational and Capital Structure The organizational structure and capital structure of Holdings and its Subsidiaries shall be as set forth on Schedule 4.1.

  • Changes in Capital Structure If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares or Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

  • Change in Capital Structure The terms of this Agreement, including the number of Stock Units subject to this Agreement, shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-sups, subdivisions or consolidations of shares or other similar changes in capitalization.

  • Valid Issuance of Share Capital The total number of all classes of share capital which the Company has authority to issue is 50,000,000 Ordinary Shares. As of the date hereof, the Company has issued 2,875,000 ordinary shares (of which up to 375,000 ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

  • Capital Stock The authorized capital stock of the Company consists solely of 50,000,000 shares of common stock, par value $0.01 per share ("Company Common Stock"), and 25,000,000 shares of preferred stock, par value $0.01 per share ("Company Preferred Stock"). As of July 10, 2002, 15,316,062 shares (including restricted stock issued to employees of the Company but which shares have not been issued in certificated form) of Company Common Stock were issued and outstanding; no shares were held in the treasury of the Company. Since such date, there has been no change in the number of issued and outstanding shares of Company Common Stock or shares of Company Common Stock held in treasury and 413,398 and 775,644 shares were reserved for issuance under the Company's 1993 Stock Option Plan and Parallel Non-Qualified Savings Plan, respectively. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance (including the shares of New Preferred Stock issuable in the Offer and the shares of Company Common Stock issuable on conversion thereof) will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement and the Company Rights Agreement, and except as disclosed in the Disclosure Schedule (as defined in Section 8.11), there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of the Company or to grant, extend or enter into any Option with respect thereto or "phantom" stock rights or otherwise provide any payment or compensation based on "phantom" stock or measured by the value of the Company's stock, assets, revenues or other similar measure.