Warranties and Representations of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The grant of the Option to the Holder has been duly authorized by all requisite corporation action on the part of the Company and the shares of Common Stock represented by the Option have been properly reserved for issuance. (c) The number of shares of Common Stock represented by the Option (when coupled with all shares currently outstanding and all shares to be issued upon the exercise of all other currently outstanding options granted by the Company which may be exercised absent an increase in the number of authorized shares of common stock) does not exceed the number of shares of Common Stock currently authorized for issuance by the Company's Certificate of Incorporation, as amended (the "Certificate"). (d) No consents, approvals or permits are required to be obtained from any third person, including, without limitation, any securities commission, before the grant of the Option, nor do any conditions precedent exist (other than those specifically identified herein) that would impair the Company's ability to grant the Option hereunder. (e) No consents, approvals, nor permits are required to be obtained from any third person, other those which may be required under applicable securities laws, before the issuance of Common Stock upon the exercise of all or any portion of the Option.
Appears in 2 contracts
Samples: Stock Option Agreement (American Film Technologies Inc /De/), Stock Option Agreement (American Film Technologies Inc /De/)
Warranties and Representations of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) The grant of the Option to the Holder has been duly authorized by all requisite corporation action on the part of the Company and the shares of Common Stock represented by the Option have been properly reserved for issuance.
(c) The number of shares of Common Stock represented by the Option (when coupled with all shares currently outstanding and all shares to be issued upon the exercise of all other currently outstanding options granted by the Company which may be exercised absent an increase in the number of authorized shares of common stock) does not exceed the number of shares of Common Stock currently authorized for issuance by the Company's Certificate of Incorporation, as amended Incorporation (the "Certificate").
(d) No consents, approvals or permits are required to be obtained from any third person, including, without limitation, any securities commission, before the grant of the Option, nor do any conditions precedent exist (other than those specifically identified herein) that would impair the Company's ability to grant the Option hereunder.
(e) No consents, approvals, nor permits are required to be obtained from any third person, other those which may be required under applicable securities laws, before the issuance of Common Stock upon the exercise of all or any portion of the Option.
Appears in 2 contracts
Samples: Stock Option Agreement (American Film Technologies Inc /De/), Stock Option Agreement (American Film Technologies Inc /De/)
Warranties and Representations of the Company. (a) 11.1 The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) 11.2 The grant of the Option to the Holder has been duly authorized by all requisite corporation action on the part of the Company and the shares of Common Stock represented by the Option have been properly reserved for issuance.
(c) 11.3 The number of shares of Common Stock represented by the Option (when coupled with all shares currently outstanding and all shares to be issued upon the exercise of all other currently outstanding options granted by the Company which may be exercised absent an increase in the number of authorized shares of common stock) does not exceed the number of shares of Common Stock currently authorized for issuance by the Company's Certificate of Incorporation, as amended (the "Certificate").
(d) 11.4 No consents, approvals or permits are required to be obtained from any third person, including, without limitation, any securities commission, before the grant of the Option, nor do any conditions precedent exist (other than those specifically identified herein) that would impair the Company's ability to grant the Option hereunder.
(e) 11.5 No consents, approvals, nor permits are required to be obtained from any third person, other those which may be required under applicable securities laws, before the issuance of Common Stock upon the exercise of all or any portion of the Option.
Appears in 1 contract
Samples: Stock Option Agreement (American Film Technologies Inc /De/)
Warranties and Representations of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) The grant of the Option to the Holder has been duly authorized by all requisite corporation action on the part of the Company and the shares of Common Stock represented by the Option will have been properly reserved for issuance.
(c) The number of shares of Common Stock represented by the Option (when coupled with all shares of Common Stock currently outstanding and all shares Option Shares to be issued upon the exercise of all other currently outstanding options granted by the Company which may be exercised absent an increase in the number of authorized shares of common stockCompany) does not exceed the number of shares of Common Stock Stock, as the case may be, currently authorized for issuance by the Company's Certificate of Incorporation, as amended (the "Certificate").
(d) No consents, approvals or permits are required to be obtained from any third person, including, without limitation, any securities commission, before the grant of the Option, nor do any conditions precedent exist (other than those specifically identified herein) that would impair the Company's ability to grant the Option hereunder.
(e) No consents, approvals, nor permits are required to be obtained from any third person, other those which may be required under applicable securities laws, before hereunder or issue the issuance of Common Stock Option Shares upon the exercise of all or any portion of the Option.
(e) No Registration Statement involving the Common Stock is currently on file with the SEC.
Appears in 1 contract
Samples: Stock Option Agreement (American Film Technologies Inc /De/)