Capitalization; Voting Rights Clause Samples
The 'Capitalization; Voting Rights' clause defines the structure of a company's ownership and the distribution of voting power among its shareholders. It typically outlines the types and numbers of shares authorized and issued, and specifies which classes of shares carry voting rights and under what conditions those rights may be exercised. For example, it may distinguish between common and preferred shares, indicating that only certain classes are entitled to vote on specific corporate matters. This clause ensures clarity regarding who has decision-making authority within the company and helps prevent disputes over control and governance.
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Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of which 1,000,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 shares of which of which are issued and outstanding and 10,502,000 are shares of preferred stock, par value $0.001 per share of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).
(ii) Except as disclosed on Schedule 12(c), other than: (i) the shares reserved for issuance under the Parent's stock option plans; and (ii) shares which may be issued pursuant to this Agreement and the Ancillary Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Parent of any of its securities. Except as disclosed on Schedule 12(c), neither the offer or issuance of any of the Note, the Options or the Warrants, or the issuance of any of the Note Shares, the Option Shares or the Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Parent outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities.
(iii) All issued and outstanding shares of the Parent's Common Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable; and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities.
(iv) The rights, preferences, privileges and restrictions of the shares of the Common Stock are as stated in the Parent's Certificate of Incorporation (the "Charter"). The Note Shares, the Option Shares and the Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Parent's Charter, the Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.
Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstanding.
(b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities
(c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer.
(d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (i...
Capitalization; Voting Rights. 3 4.4 Authorization; Binding Obligations..............................................................4 4.5 Liabilities.....................................................................................4
Capitalization; Voting Rights. The authorized capital stock of the Company consists of: (A) 50,000,000 shares of Common Stock, par value $.00001 per share, of which, as of January 31, 2003 (the “Reference Date”), (i) 14,912,899 shares are issued and outstanding, (ii) 1,419,225 shares are subject to outstanding options, (iii) 1,245,825 shares are reserved for future issuance to employees, directors and consultants pursuant to the Company’s stock option plans, (iv) 2,105,380 shares are subject to outstanding warrants, and (v) 1,173,766 shares are issuable upon conversion of outstanding convertible promissory notes; and (B) 5,000,000 shares of Preferred Stock, par value $.00001 per share, of which (i) 350,000 shares are designated Series A Preferred Stock, no shares of which are outstanding as of the Reference Date, (ii) 250,000 shares are designated Series B Preferred Stock, no shares of which are outstanding as of the Reference Date, (iii) 300,000 shares are designated as Series C Preferred Stock, 10,000 shares of which are outstanding as of the Reference Date and are convertible into 40,792 shares of Common Stock as of the Reference Date, (iv) 250,000 shares are designated Series D Preferred Stock, 85,000 of which are outstanding as of the Reference Date and (v) 350,000 shares are designated Series E Preferred Stock, none of which, prior to the Closing, are issued and outstanding. All issued and outstanding shares of the Company’s Common Stock (a) have been duly authorized and validly issued, and (b) are fully paid and nonassessable. The rights, preferences, privileges and restrictions of the Shares are as stated in the Charter. 1,076,924 shares of Common Stock have been duly and validly reserved for issuance as Conversion Shares, and the Company will take all reasonable measures to ensure that, at all times, a sufficient number of shares of its Common Stock are reserved for issuance upon conversion of the Shares and exercise of the Warrants. As of the Reference Date, other than the shares of capital stock issuable upon exercise or conversion of the foregoing outstanding options, warrants, convertible promissory notes and convertible securities, and except as may be granted pursuant to this Agreement or the Warrants, there are no outstanding options, warrants, rights (including conversion, anti-dilution or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. W...
Capitalization; Voting Rights. The authorized capital stock of the Company, immediately prior to the Closing, will consist of (a) thirty-four million (34,000,000) shares of Common Stock, of which three million one hundred thirty-five thousand two hundred ninety-six (3,135,296) shares are issued and outstanding, and (b) twenty-six million seven hundred eighty-five thousand four hundred (26,785,400) shares of Preferred Stock, of which twelve million six hundred eighty-eight thousand one hundred seventy-eight (12,688,178) shares are designated Series A Preferred Stock, of which twelve million five hundred thirty-three thousand six hundred seventy-six (12,533,676) are issued and outstanding, and of which fourteen million ninety-seven thousand two hundred twenty-two (14,097,222) shares are designated Series B Preferred Stock, none of which are issued and outstanding. All issued and outstanding shares of the Company's Common Stock and Preferred Stock (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable and (iii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The rights, preferences, privileges and restrictions of the Shares are as stated in the Certificate. The Conversion Shares have been duly and validly reserved for issuance. Except as may be granted pursuant to this Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. The Shares and the Conversion Shares
Capitalization; Voting Rights. The authorized capital stock of the Company, immediately prior to the Closing and the consummation of the transactions contemplated hereby and by the Exchange Agreement, will consist of (i) 50,000,000 shares of Common Stock, par value $.001 per share, 15,904,829 shares of which are issued and outstanding, and 1,987,729 shares of which are reserved for future issuance to pursuant to the Company's Stock Option Plans, as amended and restated (the "Option Plan"), 3,747,760 shares of which are reserved for issuance upon exercise of the Initial Warrants and other warrants of the Company, and (ii) 2,000,000 shares of Preferred Stock, par value $.001 per share, 400 of which are designated Series A Preferred Stock, none of which are issued and outstanding, 225 of which are designated Series B Preferred Stock, none of which are issued and outstanding, 500,000 of which are designated Series C Preferred Stock, none of which are issued and outstanding, 25,000 of which are designated Series D Preferred Stock, 16,719.76 of which are issued and outstanding and 700,000 shares of Series A Junior Participating Preferred Stock, none of which is issued or outstanding. The authorized capital stock of the Company immediately after the Closing and the consummation of the transactions contemplated by the Exchange Agreement, will consist of (i) 50,000,000 shares of Common Stock, par value $.001 per share, 15,904,829 shares of which are issued and outstanding, and 1,987,729 shares of which are reserved for future issuance to pursuant to the Company's Stock Option Plans, as amended and restated (the "Option Plan"), 20,084,846 shares of which are reserved for issuance upon exercise of the Warrants and other warrants of the Company, and (ii) 2,000,000 shares of Preferred Stock, par value $.001 per share, 400 of which are designated Series A Preferred Stock, none of which are issued and outstanding, 225 of which are designated Series B Preferred Stock, none of which are issued and outstanding, 500,000 of which are designated Series C Preferred Stock, none of which are issued and outstanding, 25,000 of which are designated Series D Preferred Stock, none of which are issued and outstanding, 65,000 of which are designated Series F Preferred Stock, 36,398.33 of which are issued and outstanding and 700,000 shares of Series A Junior Participating Preferred Stock, none of which is issued or outstanding. Except as provided in Schedule 5.3, none of the Series A Preferred Stock, Series B Preferre...
Capitalization; Voting Rights. The authorized capital stock of the Company, immediately prior to the Closing, will consist of twenty million (20,000,000) shares of common stock, of which (i) one million four hundred six thousand two hundred eighty nine (1,406,289) shares are issued and outstanding, (ii) eight hundred forty five thousand nine hundred seventy (845,970) shares are reserved for future issuance to employees pursuant to the Company's Amended and Restated 1996 Stock Option Plan, (iii) seven hundred twenty one thousand seven hundred eighty (721,780) shares are subject to outstanding options pursuant to the 1996 Stock Option Plan (provided, however, the Company on the date hereof shall issue to Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇ an option to purchase six percent (6%) of the fully diluted shares of the Company outstanding immediately after the Closing of this transaction) and (iv) ten thousand (10,000) shares are subject to outstanding warrants to purchase common stock, and eight million (8,000,000) shares of Preferred Stock, of which (A) one million three hundred one thousand four hundred (1,301,400) are designated Series A Preferred Stock, one million two hundred five thousand (1,205,000) of which are issued and outstanding and ninety-six thousand four hundred (96,400) of which are reserved for issuance pursuant to outstanding warrants to purchase Series A Preferred Stock, (B) one million nine hundred eighty-one thousand five hundred thirty-five (1,981,535) are designated Series B Preferred Stock, one million nine hundred thirty-four thousand five hundred twenty-six (1,934,526) of which are issued and outstanding and forty-seven thousand and nine (47,009) of which are reserved for issuance pursuant to outstanding warrants to purchase Series B Preferred Stock and (C) three million seven hundred thousand (3,700,000) are designed Series C Preferred Stock, none of which are issued and outstanding as of the date immediately prior to the date hereof. All issued and outstanding shares of the Company's common stock and preferred stock (I) have been duly authorized and validly issued to the persons listed on EXHIBIT G hereto, (II) are fully paid and nonassessable, and (III) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The rights, preferences, privileges and restrictions of the Shares are as stated in the Restated Certificate. The Conversion Shares have been duly and validly reserved for issuance. Other than as set forth on EXHIBIT G, and exc...
Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of the date hereof consists of 100,000,000 shares of common stock par value $0.01 of which 25,274,883 are issued and outstanding and 1,000,000 shares of preferred stock $0.10 par value, of which none are issued and outstanding. All issued and outstanding shares of the Company’s Common Stock: (a) have been duly authorized and validly issued and are fully paid and nonassessable; and (b) were issued by the Company in full compliance with all applicable state and federal laws concerning the issuance of securities.
(b) The rights, preferences, privileges and restrictions of the shares of the Common Stock are as stated in the Company’s Certificate of Incorporation, as amended (the “Charter”) and pursuant to applicable law.
Capitalization; Voting Rights. (a) The authorized capital stock of USELL, as of the date hereof is set forth on Schedule 6.3.
(b) Except as disclosed on Schedule 6.3, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or equity holder agreements, or arrangements or agreements of any kind for the purchase or acquisition from any Company or any Subsidiary of any of its equity interests. Except as disclosed on Schedule 6.3, neither the offer, issuance or sale of any of the Notes, or the issuance of any of the Closing Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any equity interests of any Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such equity interests.
(c) Except as disclosed on Schedule 6.3, all issued and outstanding shares of each Company’s common stock: (i) have been duly authorized and validly issued and are fully paid and non-assessable; and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of equity interests.
(d) The rights, preferences, privileges and restrictions of the shares of each Company’s equities are as stated in such Company’s certificate or articles of formation. The Closing Shares have been issued in compliance with the provisions of this Agreement and the applicable Company’s organizational documents and have been validly issued, fully paid and are non-assessable, and all equity interests will be free of any Liens; provided, however, that the equity interests may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.
Capitalization; Voting Rights. 2 3.4 Authorization; Binding Obligations . . . . . . . . . . . . . . . . . . . .3