Authorized, Issued and Outstanding Capital Sample Clauses

Authorized, Issued and Outstanding Capital. Before giving effect to the sale and purchase of the Purchased Shares provided for in this Agreement, the authorized and outstanding shares in the capital of the Corporation are an unlimited number of Common Shares, of which [number of shares outstanding before financing] shares are issued and outstanding and an unlimited number of Preferred Shares, all of which are designated Class A Preferred Shares and [none if first issuance of preferred shares or number of preferred shares outstanding if a subsequent issuance] of which are issued and outstanding. The Common Shares and Class A Preferred Shares shall have the rights, preferences, privileges and restrictions set forth in the Articles of Amendment. All such shares have been duly authorized, are validly issued in compliance with applicable laws, and are fully paid and non-assessable. The Corporation has reserved [number of shares in option pool] Common Shares for issuance to employees, consultants and directors pursuant to [[its existing stock option plan, under which options to purchase [number of options that have been granted] Common Shares are issued and outstanding as of the date of this Agreement] or [a stock option plan to be approved by the board of directors subsequent to Closing Date]. The issuance of the Purchased Shares has been duly authorized and, upon their issuance in accordance with the terms of this Agreement and assuming payment in full of the purchase price, the Purchased Shares will be validly issued as non-assessable Class A Preferred Shares in the capital of the Corporation. The Purchased Shares will be free of any liens or encumbrances created by or imposed upon the Investors; provided, however, that the Purchased Shares are subject to restrictions on transfer as set forth herein and in the Shareholder Agreement. The Purchased Shares were offered and, when issued in accordance with the terms of this Agreement, will be issued and sold in compliance with all applicable securities laws (assuming the accuracy of the representations and warranties made to the Corporation by the Investors in this Agreement), and such offer, issuance and sale are exempt from the prospectus requirements of applicable Canadian Securities Laws. Other than as contemplated in this Agreement, the articles of the Corporation or the Shareholder Agreement, the Corporation: has no outstanding obligations, contractual or otherwise, to repurchase, redeem or otherwise acquire any shares or other equity securities in it...
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Authorized, Issued and Outstanding Capital. A. Stockholder Rights and Restrictions (inter alia, price protection, transfer, preemptive. conversion, redemption, put. and anti-dilution rights). Pursuant to an arrangement between the Corporation and Osler, Hxxxxx & Harcourt LLP (“OHH”) in respect of the provision of legal services to the Corporation, (a) the Corporation may, at its option, issue Common Shares to OHH in partial satisfaction of outstanding accounts with that firm, up to 25% of the value of each eligible invoice capped at a dollar amount of $200,000 per year, and (b) certain “price protection” rights have been granted to OHH such that OHH will be issued additional Common Shares if the Corporation subsequently issues Common Shares (or grants options) at a lower price.
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Authorized, Issued and Outstanding Capital. (a) Immediately prior to Closing, but after giving effect to the filing of the Articles of Amendment and to the issuance of Series B Shares to the Converted Debenture Holders that have executed a Debenture Holder Consent, WCC and PTIC, as contemplated in Sections 2.5(g), 2.5(h) and 2.5(i), respectively:
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Authorized, Issued and Outstanding Capital. (a) After giving effect to the Restructuring Transactions to occur at Closing:
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Authorized, Issued and Outstanding Capital. Except as disclosed in the Disclosure Schedule, as of the date hereof, after giving effect to the transactions contemplated by the Transaction Documents, the authorized capital stock of the Corporation consists of (i) unlimited Common Shares, of which as of the date hereof, 205,130,063 are issued and outstanding, 24,615,608 (representing 12% of issued and outstanding) shares are reserved for issuance pursuant to the Corporation's stock option plan of which 5,024,383 shares are available for issuance, (ii) 20,000,000 Series A Shares and (iii) 67,789,300 Series B Shares. The Series A Shares and the Series B Shares are convertible into Common Shares in accordance with their terms at the option of the holders and upon certain triggering events. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as disclosed in the Disclosure Schedule, the Securities Purchase Agreement, the Notes, the Shareholders Agreement, the terms of Series A Shares, and the terms of the Series B Shares, none of the Corporation's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Corporation. Except as disclosed in the Disclosure Schedule, the Financial Statements, the Notes, the terms of the Series A Shares, and the terms of the Series B Shares, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Corporation or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Corporation or any of its Subsidiaries is or may become bound to issue additional capital stock of the Corporation or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Corporation or any of its Subsidiaries. Except as disclosed in the Financial Statements and Disclosure Schedule, there are no agreements or arrangements under which the Corporation or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act or under any applicable Canadian securities laws. Except as disclosed in the Financial Statements, the Disclosu...
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Authorized, Issued and Outstanding Capital. The authorized capital of the Corporation consists of: (A) an unlimited number of Common Shares; (B) an unlimited number of Class 1 Convertible Preferred Shares; and (C) an unlimited number of Class 2 Preferred Shares. 213,279,589 Common Shares, 316,755 Class 1 Shares and no other shares will be issued and outstanding at the Time of Closing, and all of such issued and outstanding shares, and the Purchased Shares, are or will be at the Time of Closing, duly authorized, validly issued, fully-paid and non-assessable.
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Related to Authorized, Issued and Outstanding Capital

  • Authorized and Outstanding Capital Stock As of the date hereof, the authorized capital stock of the Company consists of (A) 2,000,000,000 shares of Common Stock, of which, 916,914,554 are issued and outstanding and 47,329,320 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock, 1,963,964 of which are issued and outstanding. 0 shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.

  • Authorized and Issued Capital The authorized capital of the Purchaser consists of an unlimited number of common shares and an unlimited number of preferred shares, of which (i) at the date of this Agreement, 24,610,042 common shares (and no more) have been duly issued and are outstanding as fully paid and non-assessable and no preferred shares are outstanding, and (ii) at the Closing Time, 24,610,042 common shares (and no more) shall have been duly issued and shall be outstanding as fully paid and non-assessable.

  • Authorized Capital The authorized capital of the Acquirer consists of 200 shares of common stock, $0.0001 par value, of which one share of common stock is presently issued and outstanding;

  • Authorized Capitalization As of the date of this Agreement, the authorized capitalization of Buyer consists of (i) 1,000,000,000 shares of common stock, par value $0.01 per share, of which 367,735,954 shares are issued and outstanding and (ii) 25,000,000 shares of undesignated preferred stock, par value $0.01 per share, none of which are issued and outstanding. Buyer has no other capital stock authorized, issued or outstanding. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Buyer. With respect to any Buyer Common Stock that has been issued subject to a right of repurchase on the part of the Company, Disclosure Schedule 4.2(a) sets forth the holder thereof, the number and type of securities covered thereby, and the vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated).

  • Equity Commitment (a) This letter agreement confirms the commitment of the Sponsor, at or immediately prior to the Effective Time, on the terms and subject to the conditions set forth herein, to purchase, or to cause the purchase of, equity interests of Holdco and to pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to $300,000,000 (such amount, subject to adjustment as set forth in Section 1(b), the “Equity Commitment”), which (i) Holdco hereby agrees to contribute to Parent, and (ii) will be used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration and such other amounts required to be paid by Parent pursuant to and in accordance with the Merger Agreement, together with related fees and expenses; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment.

  • STAFF COMMITMENT 23. If this Settlement Agreement is accepted by the Hearing Panel, Staff will not initiate any proceeding under the By-laws of the MFDA against the Respondent in respect of the facts set out in Part IV and the contraventions described in Part V of this Settlement Agreement, subject to the provisions of Part IX below. Nothing in this Settlement Agreement precludes Staff from investigating or initiating proceedings in respect of any facts and contraventions that are not set out in Parts IV and V of this Settlement Agreement or in respect of conduct that occurred outside the specified date ranges of the facts and contraventions set out in Parts IV and V, whether known or unknown at the time of settlement. Furthermore, nothing in this Settlement Agreement shall relieve the Respondent from fulfilling any continuing regulatory obligations.

  • Authorized Capital Stock The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 551,000,000 shares, consisting of (a) 550,000,000 shares of common stock (the “Common Stock”), including (i) 490,000,000 shares of Class A Common Stock (the “Class A Common Stock”), and (ii) 60,000,000 shares of Class E Common Stock (the “Class E Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”).

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • Funds Availability For determining the availability of your deposits, every day is a business day except Saturdays, Sundays, federal holidays and legal banking holidays in the State of Utah.

  • Funding Availability This Contract is at all times subject to state appropriations. The Department makes no express or implied representation or guarantee of continued or future funding under this Contract. The Department has, as of the date of the execution of this Contract, obtained all requisite approvals and authority to enter into and perform its obligations under this Contract, including, without limitation, the obligation to make the initial payment or payments required to be made under this Contract on the date or dates upon which such initial payment or payments may otherwise be disbursed during the current contract period, (i.e., Sept ember 1, 2015, through August 31, 2017). The Grantee acknowledges the Department’s authority to make such payments is contingent upon the Texas Legislature's appropriation to the Department of sufficient funds and the availability of funds to the Department for such purpose. If the State of Texas or the federal government terminates its appropriation through the Department or fails to pay the full amount of the allocation for the operation of any grant or reimbursement program hereunder , or the funds are otherwise unavailable, the Department may immediately and without penalty reduce payments or terminate this Contract, in whole or in part. Upon termination of the Contract or reduction of payments, the Grantee shall return to the Department any unexpended funds already disbursed to the Grantee. Neither the Department nor the State of Texas shall incur liability for damages or any loss that may be caused or associated with such termination or reduction of payments. The Department shall not be required to give prior notice for termination or reduction of payments.

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