Authorized Stock of the Company Sample Clauses

Authorized Stock of the Company. The authorized capital stock of the Company consists of 1,000 shares of common stock, par value $0.001 ("Company Common Stock"), of which 1,000 shares are issued and outstanding. The outstanding shares of Company Common Stock are owned of record and beneficially by Seller. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, were not issued in violation of any person's preemptive rights, and are fully paid and nonassessable.
Sample 1See All (4)
AutoNDA by SimpleDocs
Authorized Stock of the Company. The authorized capital stock of the Company consists of One Thousand (1,000) shares of common stock, par value $0.01 per share (the “Company Common Stock”). As of the date hereof, one (1) share of Company Common Stock is issued and outstanding (the “Company Share”), which is owned of record and beneficially by Holding. Except for the Company Share, no other shares of capital stock or other securities of the Company are authorized, issued or outstanding and there are no outstanding subscriptions, options, warrants, convertible securities, commitments or demands of any character, preemptive or otherwise, other than this Agreement, relating to any of the capital stock or other securities of the Company.
Sample 1
Authorized Stock of the Company. The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, of which 24,667,500 shares are issued and outstanding and 5,000,000 shares of Preferred Stock, none of which shares are issued and outstanding. All of the outstanding shares of Common Stock are held of record by the Stockholders in the amounts set forth opposite their respective names as set forth on Schedule 3.2.1. All of the outstanding shares of Common Stock have been duly authorized and validly issued, were not issued in violation of any person’s preemptive rights, are fully paid and nonassessable and were issued in compliance with applicable federal and state securities laws, including exemptions from registration under the Securities Act of 1933, as amended.
Sample 1
Authorized Stock of the Company. As of the date hereof, the authorized capital stock of the Company consists of 5,000,000 shares of Company Common Stock, of which 3,936,417 shares are issued and outstanding (excluding 1,063,583 shares held in Treasury). All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, were not issued in violation of any person’s preemptive rights, and are fully paid and nonassessable. Each Stockholder is the owner of record of the number of shares of Company Common Stock set forth in Schedule 3.2, which schedule will be replaced with the Stockholder List at Closing. As of the date hereof, Schedule 3.2 sets forth a true and accurate list of the outstanding capital stock of the Company. As of the Closing Date, the Stockholder List shall set forth a true and accurate list of the outstanding capital stock of the Company.
Sample 1
Authorized Stock of the Company. The authorized capital stock of the Company consists of 1,500 shares of common stock, par value $0.1 (“Company Common Stock”), of which 100 shares are issued and outstanding and are owned by Seller. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, fully paid and nonassessable, and are free and clear of all encumbrances and all right, title and interest of all persons other than the Seller, and are subject to no restrictions on transfer that will be breached by the consummation of the transaction contemplated hereby. There are no voting trusts or other agreements with respect to the voting of the equity of the Company.
Sample 1
Authorized Stock of the Company. Before giving effect to the Recapitalization, the authorized capital stock of the Company consists of 30,000,000 shares of Common Stock of the Company, of which 7,990,264 shares are issued and outstanding, and 20,000,000 shares of Preferred Stock, of which 6,300,000 shares have been designated Series A Preferred Stock, 2,688,172 shares have been designated Series B Preferred Stock, 3,689,065 have been designated Series C Preferred Stock and 3,527,770 have been designated Series D Preferred Stock. 6,300,000 shares of Series A Preferred Stock are issued and outstanding, 2,688,171 shares of Series B Preferred Stock are issued and outstanding, 3,689,065 shares of Series C Preferred Stock are issued and outstanding 3,505,481 shares of Series D Preferred Stock are issued and outstanding. The outstanding shares of Company Common Stock and Preferred Stock are held of record by the persons and in the amounts set forth opposite their respective names as set forth on Schedule 3.2. After giving effect to the Recapitalization, the authorized capital stock of the Company will consist of 5,030,000,000 shares of Common Stock, of which 4,976,572,783 shares will be issued and outstanding. All of the outstanding shares of Company Common Stock and Preferred Stock have been duly authorized and validly issued, were not issued in violation of any person's preemptive rights, and are fully paid and nonassessable.
Sample 1
Authorized Stock of the Company. The authorized capital stock of the Company consists of an unlimited number of Class A common shares, of which 449.56 shares are outstanding and an unlimited number of Class B common shares of which 348 shares are outstanding. The outstanding shares of Common Stock are held of record by the Stockholders in the amounts set forth opposite their respective names on Schedule 5.2 (a) hereto. All of the outstanding shares of Common Stock have been duly authorized and validly issued, were not issued in violation of any person's preemptive rights, and are fully paid and nonassessable.
Sample 1
AutoNDA by SimpleDocs
Authorized Stock of the Company. (a) The authorized capital stock of the Company consists of 1,000 shares of Common Stock, of which 1,000 shares are issued and outstanding. All of the outstanding Common Stock has been duly authorized and validly issued, was not issued in violation of any Person’s preemptive rights, and are fully paid and nonassessable. X. Xxx beneficially owns 910 shares of Common Stock and such Common Stock is held of record by the Voting Trustee pursuant to the Voting Trust Agreement. X. Xxx owns of record and beneficially 90 shares of Common Stock. The above-mentioned 910 shares of Common Stock beneficially owned by X. Xxx and owned of record by the Voting Trustee and the 90 shares of Common Stock owned of record and beneficially by X. Xxx constitute all of the Common Stock and all of the Company’s outstanding capital stock.
Sample 1
Authorized Stock of the Company. The authorized capital stock of the Company consists of (a) 10,000,000 shares of Company Common Stock, of which 1,414,615 shares are issued and outstanding; (b) 350,000 shares of Series A Convertible Preferred Stock, $.01 par value per share ("Series A Preferred Stock"), all of which are issued and outstanding; (c) 1,634,500 shares of Series B Preferred Stock, all of which are issued and outstanding; and (d) 1,333,334 shares of Series C Preferred Stock, all of which are issued and outstanding. The outstanding shares of Company Capital Stock will be, immediately prior the Effective Time, held of record by the Stockholders in the amounts set forth opposite their respective names as set forth on the Stockholder List. All of the outstanding shares of Company Capital Stock have been duly authorized and validly issued, were not issued in violation of any person's preemptive rights, and are fully paid and nonassessable. Each share of Series A Preferred Stock is convertible by the holder thereof into 1.5
Sample 1

Related to Authorized Stock of the Company

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Authorized Stock Issuer has taken all necessary corporate and other action to authorize and reserve and, subject to the expiration or termination of any required waiting period under the HSR Act, to permit it to issue, and, at all times from the date hereof until the obligation to deliver Option Shares upon the exercise of the Option terminates, shall have reserved for issuance, upon exercise of the Option, shares of Issuer Common Stock necessary for Grantee to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional shares of Issuer Common Stock or other securities which may be issued pursuant to Section 6 upon exercise of the Option. The shares of Issuer Common Stock to be issued upon due exercise of the Option, including all additional shares of Issuer Common Stock or other securities which may be issuable upon exercise of the Option or any other securities which may be issued pursuant to Section 6, upon issuance pursuant hereto, will be duly and validly issued, fully paid and nonassessable, and will be delivered free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, including without limitation any preemptive rights of any stockholder of Issuer.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Issuance of the Company’s Common Stock The sale of the shares of Common Stock shall be made in accordance with the provisions and requirements of Regulation D and any applicable state securities law.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Rights of the Company The Company shall not be required to (i) transfer on its books any Purchased Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Purchased Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom Purchased Shares have been transferred in contravention of this Agreement.

  • Authorized Shares The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. 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 and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

  • Capitalization of the Company The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, par value $.001 per share, of which 10,000,000 shares will be outstanding at Closing, and 1,000,000 shares of preferred stock, none of which is outstanding. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable.

  • Capital Stock of Merger Sub Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.

  • Stock of Subsidiaries Permit any of its Subsidiaries to issue any additional shares of its capital stock except director's qualifying shares.

Time is Money Join Law Insider Premium to draft better contracts faster.