The Capital Stock Sample Clauses

The Capital Stock. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to any preemptive rights. All issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Section 3.17 of the Disclosure Letter as of the date hereof, neither the Company nor any Subsidiary has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are currently no shares of the Company's preferred stock outstanding.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
The Capital Stock. Pursuant to the Articles of Incorporation of the Company, the Company is authorized to issue 2,000,000 shares of Preferred Stock, _____ of which have been issued as of the date hereof, _____ shares of Class A Common Stock, _____ of which have been issued as of the date hereof, and ___ shares of Common Stock, _____ of which have been issued as of the date hereof. Except as disclosed on Schedule 3.3 hereto, there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company to issue, transfer or sell any shares of stock or equity interest of the Company.
Sample 1Sample 2Sample 3
The Capital Stock. The outstanding shares of capital stock or other equity interests of QC have been duly authorized and validly issued, are fully paid and nonassessable, and were not issued in violation of any preemptive or similar rights; except as disclosed in the Offering Circular.
Sample 1Sample 2
The Capital Stock. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to
Sample 1
The Capital Stock. The outstanding shares of capital stock or other equity interests of each of QCII and each of the Significant Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, and were not issued in violation of any preemptive or similar rights; except as disclosed in the Offering Memorandum, all of the outstanding shares of capital stock or other equity interests of each of the Significant Subsidiaries are owned, directly or indirectly by QCII, free and clear of all liens, encumbrances, equities and claims (other than (i) liens to be released in connection with the payment of indebtedness outstanding under the Second Amended and Restated Credit Agreement, dated as of August 30, 2002, as amended, among QCII, QSC, other Subsidiaries of QCII, Bank of America, N.A., as administrative agent, and the other lenders named therein (the "Existing QSC Credit Facility"), (ii) liens to be created in connection with the execution of the Credit Agreement to be dated as of February 2004, among the Company, QSC, Bank of America, N.A., as administrative agent, and the other lenders named therein (the "New QSC Credit Facility"), (iii) liens created on December 26, 2002 under (x) the indenture among QSC, the guarantors named therein and Bank One Trust company, N.A. relating to the 13% Senior Subordinated Secured Notes due 2007, the 131/2% Senior Subordinated Secured Notes due 2010 and the 14% Senior Subordinated Secured Notes due 2014 (the "Existing Senior Sub Notes Indenture") and (y) the indentures dated as of November 4, 1998 and November 27, 1998, respectively, between QCII and Bankers Trust Company relating to the 7.50% Senior Notes due 2008 of QCII and the 7.25% Senior Notes due 2008 of QCII (the "Existing QCII 2008 Indentures")) and (iv) liens to be created on the Closing Date under the Indenture, or restrictions on transferability or voting (other than those imposed by the Securities Act, or the securities or "Blue Sky" laws of certain jurisdictions).
Sample 1
The Capital Stock. Pursuant to the Charter of the Company, the Company is authorized to issue 2,000,000 shares of Preferred Stock, none of which have been issued as of the date hereof, 350,000 shares of Class A Common Stock, 339,806 of which have been issued as of the date hereof, and 17,650,000 shares of Common Stock, 4,596,313 of which have been issued as of the date hereof. Except as disclosed on Schedule 3.3 hereto, there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company to issue, transfer or sell any shares of stock or equity interest of the Company.
Sample 1
The Capital Stock. (a) Pursuant to the Articles of Amendment and Restatement, dated May 30, 1997, the Company is authorized to issue 199,650,000 shares of Common Stock, 16,636,955 of which are issued and outstanding. Pursuant to the Articles Supplementary of the Company, dated May 30, 1997, the Company is authorized to issue 2,000,000 shares of Preferred Stock, none of which have been issued as of the date hereof and 350,000 shares of Class A Common Stock, 339,806 of which are issued and outstanding as of the date hereof. Upon consummation of the transactions contemplated by the Operative Documents: (i) no shares of the Class A Common Stock will be issued and outstanding, (ii) the Company will be authorized to issue 350,000 shares of Class A-1 Common Stock, and (iii) the Company will have issued 339,806 shares of Class A-1 Common Stock. Except as disclosed on Schedule 2.3(a) hereto and in a letter agreement of even date herewith relating to the issuance by the Company of shares of Class A-1 Common Stock of the Company executed by the Company and the Investor, and as issued or entered into with current or former directors or employees, there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company to issue, transfer or sell any shares of stock or equity interest of the Company.
Sample 1
AutoNDA by SimpleDocs
The Capital Stock. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to any pre emptive rights. Except as disclosed in Section 2.10 of the Disclosure Letter, as of the date hereof, the Company has no outstanding options to purchase, or any preemp tive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations.
Sample 1
The Capital Stock. SFI represents and warrants that SFI has, and at the Closing will have, good and indefeasible title to all the Capital Stock, free and clear of all mortgages, liens, security interests or encumbrances of any nature whatsoever.
Sample 1

Related to The Capital Stock

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Capital Stock Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (collectively, “Restricted Payments”), except that:

  • Subsidiaries; Capital Stock As of the Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options and restricted stock units granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Parent Borrower or any Restricted Subsidiary, except (i) with respect to Capital Stock of Loan Parties, as created by the Loan Documents and (ii) otherwise, as permitted by this Agreement.

  • Authorized Capital Stock The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 300,000,000 shares, consisting of (a) 200,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) and (b) 100,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!