Capital Shares Clause Samples
The 'capital-shares' clause defines how ownership in a company is divided among its shareholders through the allocation of shares. It typically specifies the total number of shares authorized, the classes of shares (such as common or preferred), and the rights or privileges attached to each class. For example, it may outline voting rights, dividend entitlements, or conversion features associated with different share types. This clause ensures clarity in ownership structure and helps prevent disputes by clearly documenting each party's stake and associated rights in the company.
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Capital Shares. (a) The authorized capital shares of NetBank consists of 100,000,000 shares of NetBank Common Stock, of which 30,012,680 shares are issued and outstanding as of December 31, 2000, and 10,000,000 shares of preferred stock, no par value, of which none are issued and outstanding. All of the shares of NetBank Common Stock to be issued in consideration for the Company Stock upon Closing, when issued in accordance with the terms of this Agreement, will be duly and validly issued and outstanding and fully paid and nonassessable under the GCA. None of the shares of NetBank Common Stock to be issued at Closing under this Agreement will be issued in violation of any preemptive rights of the current or past shareholder of NetBank.
(b) The authorized capital shares of Interim consist of 1,000 shares of Interim Common Stock, of which 1,000 shares are issued and outstanding.
Capital Shares. The Parent Common Shares issuable in the Purchase and Sale will be, at the time of Closing, duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement and the Investment and Sale Agreement will be validly issued in compliance with all applicable securities laws, fully paid, nonassessable and not subject to any preemptive rights. The authorized, issued and outstanding capital shares of Parent are as set forth in the SEC Documents as of the dates of the financial statements or other information included in the SEC Documents. Since September 30, 2003, there has been no material change to the issued and outstanding capital shares of Parent other than the issuances of shares of Parent common stock under Parent’s Employee Stock Purchase Plan and Stock Option Plan.
Capital Shares. The OnHealth Common Shares issuable pursuant to this Agreement are duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement will be validly issued, fully paid, nonassessable and not subject to any preemptive rights. The authorized, issued and outstanding capital shares of OnHealth are as set forth in the SEC Documents as of the dates of the financial statements or other information included in the SEC Documents.
Capital Shares. Prior to the consummation of a Qualified IPO, the Company shall not amend any voting powers, resignations, preferences, rights and qualifications, limitations or restrictions of any Capital Shares of the Company without the prior written consent of the Required Holders.
Capital Shares. The outstanding shares of it are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights.
Capital Shares. Upon the filing of the Agreement of Merger with the Secretary of State of the State of California (the “Effective Time”), by virtue of the Merger and without any action on the part of Parent, Sub, the Company or any shareholder of the Company, and subject to the terms and conditions of this Agreement, each share of capital stock of the Company issued and outstanding as of the Effective Time, other than Dissenting Shares (as defined below), shall be cancelled and extinguished and automatically converted into the right to receive, upon surrender of the stock certificates representing such shares of capital stock of the Company, an amount of cash as follows:
Capital Shares. The Parent Common Shares issuable upon the Merger are duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement and the Merger Documents will be validly issued, fully paid, nonassessable and not subject to any preemptive rights. The authorized, issued and outstanding capital shares of Parent are as set forth in the SEC Documents as of the dates of the financial statements or other information included in the SEC Documents.
Capital Shares. The capital stock of the Company consists solely of 500 shares of common stock, par value of $100 per share, of which 275 shares are issued and outstanding, and 250 shares of preferred stock, par value of $100 per share, of which 0 shares are issued and outstanding (collectively, the “Shares”). All of the issued and outstanding Shares are duly authorized, validly issued and outstanding, fully paid and non-assessable. The Shares have been issued, and will be transferred to Purchaser, in compliance with any preemptive rights or rights of first refusal of any Person and all applicable Laws. There are no outstanding subscriptions, options, warrants, calls, preemptive rights or rights of any kind to purchase or otherwise acquire, and no securities convertible into or exchangeable for, capital stock or other securities of the Company and there is no commitment or agreement to grant any such right of security. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote or convertible into, or exchangeable for, securities having the right to vote on any matters on which shareholders of the Company are required to vote.
Capital Shares. Each share of capital stock of the Company issued and outstanding as of the Effective Time, other than Dissenting Shares (as defined below), shall be cancelled and extinguished and automatically converted into the right to receive, upon surrender of the stock certificates representing such shares of capital stock of the Company, an amount of cash as follows:
Capital Shares. The authorized capital shares of beneficial interest of the Company conforms as to legal matters to the description thereof contained in the Registration Statement and the Prospectus.