AHB Common Stock Sample Clauses

AHB Common Stock. The authorized common stock of AHB consists of Four Million (4,000,000) shares of AHB Common Stock, of which 1,675,596 shares are issued and outstanding as of the date hereof. As of the date hereof, 5,500 shares of AHB Common Stock were held in treasury by AHB. Schedule 5.3(b) of the AHB Disclosure Schedule sets forth the name and state of residence of each holder of AHB Common Stock, the number of shares owned of record and beneficially owned by each such holder and whether such shares are certificated or held in book entry form. AHB also has outstanding AHB Warrants exercisable for the purchase of 212,000 shares of AHB Common Stock and outstanding AHB Options exercisable for the purchase of 204,500 shares of AHB Common Stock. The outstanding shares of AHB Common Stock, the AHB Warrants, and the AHB Options have been duly authorized and validly issued and are fully paid and non-assessable (except with respect to 12 U.S.C. Section 55), and neither the outstanding shares of AHB Common Stock have been nor the shares of AHB Common Stock issuable upon exercise of the AHB Warrants or AHB Options will be, upon issuance, issued in violation of the preemptive rights of any Person. Each of the AHB Options was issued pursuant to and in accordance with the AHB Stock Option Plan. The AHB Stock Option Plan, and all material amendments thereto, was approved by the shareholders of AHB in accordance with Section 422(b) of the Code. Except as set forth in Schedule 3.8(a) or Schedule 3.8(b) of the AHB Disclosure Schedule there are no shares of AHB Common Stock reserved for issuance, AHB does not have any Rights issued or outstanding with respect to AHB Common Stock and AHB does not have any commitment to authorize, issue or sell any AHB Common Stock or Rights. Except as set forth in Schedule 3.8(a) or Schedule 3.8(b) of AHB’s Disclosure Schedule, there are no voting trusts, voting agreements, proxies, first refusal rights, first offer rights, co-sale rights, options, transfer restrictions or other agreements, instruments or understandings (whether written or oral, formal or informal) with respect to the voting, transfer or disposition of AHB’s Common Stock to which AHB is a party or by which it is bound or, to the Knowledge of AHB, among or between any persons other than AHB. All prior issuances of securities of AHB and its Subsidiaries were made in compliance with all, and not in violation of any, applicable Federal, state, local and foreign securities laws.
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Related to AHB Common Stock

  • Class B Common Stock 2 Closing........................................................................5

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

  • Common Stock 1 Company........................................................................1

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Common Shares 4 Company...................................................................................... 4

  • Shares of Common Stock The Company shall have duly reserved the number of Underlying Shares required by this Agreement and the Transaction Documents to be reserved upon the exercise of the Warrants or the conversion of the shares of Preferred Stock acquired by the Purchaser on the First Closing Date;

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