Authorized Capital Stock; Authorization of Securities Sample Clauses

Authorized Capital Stock; Authorization of Securities. (a) As of November 23, 1999, the authorized capital stock of Fusion consisted of: 60,000,000 shares of common stock ("Common Stock"), of which (i) 29,613,333 shares were validly issued and are outstanding, fully paid and non-assessable, (ii) 5,320,000 shares were reserved for issuance under the Fusion Networks, Inc. 1999 Stock Option Plan, of which 825,000 options were issued and outstanding, and (iii) 5,739,330 shares were reserved for issuance under outstanding warrants of Fusion. Except as set forth above, at November 23, 1999, there were no outstanding securities exercisable for or convertible into shares of capital stock of Fusion.
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Authorized Capital Stock; Authorization of Securities. (a) As of June 30, 1999, the authorized capital stock of MSGI consisted of: 75,000,000 shares of common stock, of which (i) 22,513,772 shares were validly issued and are outstanding, fully paid and non-assessable, including 423,894 shares held in treasury, (ii) 1,000,000 shares were reserved for issuance under the 1999 Stock Option Plan, of which 190,000 options were issued and outstanding, (iii) 2,960,053 shares were reserved for issuance under older option plans or nonplan options and (iv) 204,185 shares were reserved for issuance under outstanding warrants of MSGI. In addition, MSGI is a party to an Agreement and Plan of Merger, dated July 8, 1999 with GCG Merger Corp., and Xxxxxxxx Advertising Incorporated ("Xxxxxxxx") pursuant to which it shall issue $50,000,000 of its common stock pursuant to a market valuation calculation as set forth in such agreement. MSGI is also a party to certain agreements with GE Capital as described in the MSGI SEC Reports. Except as set forth above or in the MSGI SEC Reports, at June 30, 1999, there were no outstanding securities exercisable for or convertible into shares of capital stock of MSGI.
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Authorized Capital Stock; Authorization of Securities. (a) As of June 2, 1997, the authorized capital stock of the Company consists of: (i) 20,000,000 shares of common stock, par value $.00001 per share ("Common Stock"), of which 14,716,663 shares were validly issued and are outstanding, fully paid and non-assessable; and (ii) 1,000,000 shares of preferred stock, par value $.001 per share ("Preferred Stock"), of which 380 shares of Series A 10% Convertible Preferred Stock and 60 shares of Series B Convertible Preferred Stock are outstanding. Except as set forth in the Confidential Offering Memorandum (including warrants, options and other securities described in Form 10-KSB of the Company for the year ended December 29, 1996 and Form 10-QSB for the quarter ended March 30, 1997, which Forms appear as exhibits to the Confidential Offering Memorandum), there are no outstanding securities exercisable for or convertible into shares of capital stock of the Company. The Company has not completed any form of debt or equity financing since March 30, 1997.
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Authorized Capital Stock; Authorization of Securities. As of the date hereof, the authorized capital stock of the Company consists of fifteen million (15,000,000) shares of Common Stock, of which 4,067,632 shares were validly issued and are outstanding, fully paid and non-assessable. Except as set forth in the Confidential Private Placement Memorandum, there are no outstanding securities exercisable for or convertible into shares of capital stock of the Company.
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Related to Authorized Capital Stock; Authorization of Securities

  • Authorization of Securities The Securities to be sold by the Company under this Agreement have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable; no holder of the Securities is or will be subject to personal liability by reason of being such a holder; and the issuance and sale of the Securities to be sold by the Company under this Agreement are not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person.

  • Authorization and Description of Securities The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability by reason of being such a holder.

  • Acquisition of Securities The Company shall not, and shall cause its Affiliates not to, resell or otherwise dispose of any Securities acquired by them, in the open market or otherwise, and shall, and shall cause its Affiliates to, surrender all such Securities acquired to the Trustee for cancellation.

  • Authorization of Shares The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

  • Execution of Securities The Securities shall be signed on behalf of the Issuer by the chairman of the Board of Directors, the president, any vice president or the treasurer of the Issuer, under its corporate seal which may, but need not, be attested by its secretary or one of its assistant secretaries. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. In case any officer of the Issuer who shall have signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

  • Registration of Securities and Physical Separation All Securities held for a Portfolio which are issued or issuable only in bearer form, except such Securities as are held in the Book-Entry System, shall be held by the Custodian or a Sub-Custodian in that form; all other Securities held for a Portfolio may be registered in the name of that Portfolio, in the name of any duly appointed registered nominee of the Custodian or a Sub-Custodian as the Custodian or such Sub-Custodian may from time to time determine, or in the name of the Book-Entry System or a Depository or their successor or successors, or their nominee or nominees. The Fund reserves the right to instruct the Custodian as to the method of registration and safekeeping of the Securities. The Fund agrees to furnish to the Custodian appropriate instruments to enable the Custodian or any Sub-Custodian to hold or deliver in proper form for transfer, or to register in the name of its registered nominee or in the name of the Book-Entry System or a Depository, any Securities which the Custodian of a Sub-Custodian may hold for the account of a Portfolio and which may from time to time be registered in the name of a Portfolio. The Custodian shall hold all such Securities specifically allocated to a Portfolio which are not held in the Book-Entry System or a Depository in a separate account for such Portfolio in the name of such Portfolio physically segregated at all times from those of any other person or persons.

  • Conversion of Securities At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities:

  • INSTRUCTIONS FOR REGISTRATION OF SECURITIES Name: (Print in Block Letters) Address:

  • No Registration of Securities The Company understands and acknowledges that the offering, exchange and issuance of the Merger Consideration pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) and/or Section 3(b) of the Securities Act, and that Parent’s reliance upon such exemption is predicated in part upon the Company’s representations herein and upon the representations contained in the Stockholder Representation Letters, the form of which is attached as Exhibit C to this Agreement.

  • Registration of Securities Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered management investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in “street name” or other good delivery form. If, however, a Fund directs the Custodian to maintain securities in “street name”, the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

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