The Common Stock. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company 2,500,000 shares of Company Common Stock at a purchase price of $0.01 per share for an aggregate purchase price of $25,000.00.
The Common Stock. The Company has all necessary power and authority to issue and deliver the Common Stock; the Common Stock has been duly authorized, and, when duly issued and delivered to Purchasers, the Common Stock will be duly and validly issued, fully paid and nonassessable and will be issued in compliance with federal and state securities laws. None of the Common Stock will be issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company.
The Common Stock. The Board is authorized to appropriate, issue and sell for the purposes of the Plan, and the Option Committee is authorized to grant Options, Restricted Stock and Restricted Stock Units with respect to, a total number, not in excess of 300,000 shares of Common Stock, either treasury or authorized but unissued, as adjusted pursuant to Section 16. All or any unsold shares subject to an Option, Restricted Stock or Restricted Stock Units that for any reason expires or otherwise terminates may again be made subject to Options, Restricted Stock or Restricted Stock Units under the Plan.
The Common Stock. (a) Each holder of Voting Common Stock, as such, shall be entitled to one vote for each share of Voting Common Stock held of record by such holder on all matters on which shareholders generally are entitled to vote. The holders of Non-Voting Common Stock, as such, shall have no voting power and shall not be entitled to vote on any matter except as otherwise required by law or as otherwise expressly provided for herein.
(b) Except as otherwise provided herein, Non-Voting Common Stock shall in all other respects carry the same rights and privileges as Voting Common Stock (including in respect of dividends and in respect of distributions upon any dissolution, liquidation or winding up of the Corporation) and be treated the same as Voting Common Stock (including in any merger, consolidation, share exchange, reclassification or other similar transaction, as described in Article 5D.); provided that, if the Corporation shall in any manner split, subdivide or combine (including by way of a dividend payable in shares of Voting Common Stock or Non-Voting Common Stock) the outstanding shares of Voting Common Stock or Non-Voting Common Stock, the outstanding shares of the other such class of stock shall likewise be split, subdivided or combined in the same manner proportionately and on the same basis per share, provided further, no dividend or distribution payable in Voting Common Stock shall be declared on the Non-Voting Common Stock and no dividend or distribution payable in Non-Voting Common Stock shall be declared on the Voting Common Stock, but instead, in the case of a stock dividend or distribution, each class of Common Stock shall receive such dividend or distribution in like stock; and provided further, if any dividend or distribution is payable in rights or warrants to subscribe for Voting Common Stock or purchase Voting Common Stock (including pursuant to a conversion feature in a debt or equity security), the corresponding dividend or distribution payable on the Non-Voting Common Stock shall consist of an identical right or warrant except that such right or warrant shall be a right or warrant to subscribe for a number of shares of Non-Voting Common Stock equal to the number of shares of Voting Common Stock that would otherwise be subject to such right or warrant. The Corporation shall not declare a dividend or distribution to the holders of the Voting Common Stock unless a dividend or distribution (as described above) is also made to the holders of Non-Vot...
The Common Stock. The shares of Common Stock outstanding prior to the issuance of the Shares to be sold by the Company in this offering have been, or after giving effect to the Reorganization will be, duly authorized and validly issued, fully paid and nonassessable, and such shares of Common Stock are not subject to any pre-emptive or similar rights, which have not been effectively waived or satisfied.
The Common Stock. The Stockholders have good and marketable title to, and sole voting rights with respect to, their respective Common Stock.
The Common Stock. ECSI represents and warrants that its Board of Directors has ratified the execution and delivery of this Agreement, the Warrant and the issuance of the Warrant Shares pursuant to the Warrant.
The Common Stock. The term “Common Stock” shall mean shares of Common Stock of the Company, par value US$0.001 per share.
The Common Stock. All of the outstanding shares of Common Stock of the Issuer have been duly and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights. The Common Stock to be sold pursuant to this Agreement has been duly authorized, reserved for issuance and, when issued and delivered to the Purchaser against payment therefor as provided by this Agreement will be validly issued, fully paid and non-assessable, free and clear of all liens or encumbrances, and the issuance of such Common Stock will not be subject to any preemptive or similar rights.
The Common Stock. The Board is authorized to appropriate, issue and sell for the purposes of the Plan, and the Compensation Committee is authorized to grant Options, Restricted Stock and Restricted Stock Units with respect to, a total number, not in excess of 4,000,000 shares of Common Stock, either treasury or authorized but unissued, as adjusted pursuant to Section 16. All or any unsold shares subject to an Option, Restricted Stock or Restricted Stock Units that for any reason expires or otherwise terminates may again be made subject to Options, Restricted Stock or Restricted Stock Units under the Plan. No Eligible Person may be granted Options, Restricted Stock and Restricted Stock Units under this Plan covering in excess of an aggregate of 350,000 Option Shares and shares of Restricted Stock and Restricted Stock Units in any calendar year, subject to adjustments pursuant to Section 16.
