Capital Stock of Buyer Sample Clauses

Capital Stock of Buyer. Each issued and outstanding share of common stock of Buyer shall be converted into and become one fully paid and non-assessable share of common stock, $0.0l par value per share, of the Surviving Corporation.
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Capital Stock of Buyer. The authorized capital stock of Buyer consists of (i) 55,000,000 shares of common stock, $.001 per share, of which 14,404,411 shares were duly and validly issued and outstanding, fully paid and non-assessable as of September 30, 1998; and (ii) 5,000,000 shares of preferred stock, $1.00 per share, of which no shares are issued and outstanding. Except for options to purchase up to 1,281,362 shares of Buyer Stock which were granted under the Buyer's 1996 Stock Plan and 1995 Stock Plan which remain outstanding and unexercised as of September 30, 1998, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any shares of Buyer Stock. The Restricted Shares have been duly authorized and issued, are fully paid and non-assessable, were issued in accordance with applicable securities laws and, except as contemplated under Section 1.6(c), are free and clear of any and all liens, encumbrances, charges or claims.
Capital Stock of Buyer. (a) The authorized capital stock of Buyer consists of 100,000,000 shares of Buyer Common Stock, of which 73,573,467 shares were issued and outstanding as of March 31, 2008, and 5,882,352 shares of preferred stock, no par value per share, of which no shares are issued and outstanding. All of such outstanding shares are or have been, and all of the shares of Buyer Common Stock to be issued to Seller on the Closing Date, when so issued, will be, duly authorized, validly issued, fully paid and nonassessable, free of preemptive rights and Liabilities created by statute, Buyer’s certificate of incorporation or by-laws or any agreement to which Buyer is a party or by which Buyer is bound, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. No shareholder approval or any other approvals are required for the issuance of the shares of the Buyer Common Stock to be issued to Seller at the Closing, and Buyer has reserved such shares for issuance to Seller.
Capital Stock of Buyer. The authorized capital stock of Buyer consists of 16,000,000 shares of common stock, par value $.01 per share, of which 4,781,895 shares are issued and outstanding and 4,000,000 shares of preferred stock, par value $.01 per share, of which no shares are issued and outstanding. All of such shares were offered, issued, sold and delivered by Buyer in compliance with all applicable state and federal laws concerning the issuance of securities.
Capital Stock of Buyer. (a) The authorized capital stock of Buyer consists of (i) 25,000,000 shares of Common Stock, of which, as of August 10, 1999, 13,683,584 shares of Common Stock were issued and outstanding (each together with a Common Stock purchase right (the "Buyer Rights") issued pursuant to the Rights Agreement, dated as of August 23, 1996 by and between Buyer and American Stock Transfer & Trust Company), and 394,466 shares of Common Stock were issued and held as collateral for lease obligations of Buyer; and (ii) one million shares of Preferred Stock ("Buyer Preferred Stock"), designated as follows: (A) 217,600 shares of Series A Variable Rate Convertible Preferred Stock, $6.25 stated value per share, none of which shares, as of the date hereof, are issued and outstanding, (B) 142,223 shares of Series B Variable Rate Convertible Preferred Stock, $5.21 stated value per share, none of which shares, as of the date hereof, are issued and outstanding, (C) 100,000 shares of 4% $100 Series C Convertible Preferred Stock, $100 stated value per share, none of which shares, as of the date hereof, are issued and outstanding, (D) 1,000 shares of 7% Series D Convertible Preferred Stock, $10,000 stated value per share, of which, as of the date hereof, 50 shares are issued and outstanding and (E) 50 shares of 7% Series D-2 Convertible Preferred Stock, $10,000 stated value per share, none of which shares, as of the date hereof, are issued and outstanding. All of the outstanding shares of Common Stock are duly authorized and validly issued and none fully paid and nonassessable. Except for the outstanding shares of the Common Stock and the Buyer Preferred Stock, as of the date hereof, there are no shares of capital stock or other equity securities of Buyer outstanding. The shares of Common Stock have not been issued in violation of, and none of the shares of Common Stock is subject to any preemptive or subscription rights.
Capital Stock of Buyer. Each share of Buyer Common Stock issued and outstanding immediately prior to the Effective Time shall be one validly issued, fully paid and nonassessable share of common stock, par value $.0001 per share, of the Surviving Corporation. Each stock certificate of Buyer evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Capital Stock of Buyer. The authorized capital stock of Buyer consists of 65,000,000 shares of common stock, par value $.0001 per share and 10,000,000 shares of preferred stock, par value $.0001 per share. As of the date of this Agreement, 10,883,333 shares of common stock are issued and outstanding, and no shares of common stock are held in the treasury of Buyer, and no shares of preferred stock are issued and outstanding. All outstanding shares of common stock are duly authorized, validly issued, fully paid and nonassessable. Except as described on Schedule 3.7 attached hereto, there are no outstanding subscriptions, options, calls, conversion rights, warrants or other agreements or commitments of any nature whatsoever, either firm or conditioned, obligating Buyer to issue, deliver, sell or otherwise encumber, or cause to be issued, delivered, sold or otherwise encumbered, any additional shares of common stock, or any securities convertible into or exchangeable for shares of common stock of Buyer or obligating Buyer to grant, extend or enter into any such agreement or commitment. Buyer represents and warrants that none of Buyer's issued and outstanding common stock was issued in violation of any third party's preemptive rights. Buyer represents and warrants that upon each issuance of common stock hereunder, the shares of common stock issued shall be free and clear of all liens, security interests and encumbrances of any kind whatsoever and shall be duly authorized and validly issued, fully-paid and nonassessable.
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Capital Stock of Buyer. At the Effective Time, each share of common stock, par value $0.001 per share, of Buyer issued and outstanding prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Company.
Capital Stock of Buyer. The authorized share capital of Buyer is $110,000,000 (being the aggregate nominal value of the authorized shares), divided into 1,000,000,000 ordinary shares, nominal value $0.10 per share, of which 168,060,534 ordinary shares are issued and outstanding and 28,010,089 ADSs are issued and outstanding, and 100,000,000 shares of convertible preference shares, nominal value $0.10 per share (Preference Shares), of which no shares are issued and outstanding; and there are no other capital shares of Buyer issued, or reserved for issuance, or authorized or outstanding. The outstanding ordinary shares, ADSs and Preference Shares, are duly and validly authorized, validly issued, fully paid and nonassessable and are not subject to any preemptive or subscription rights. Except as set forth in Schedule 5.6, (i) there are no outstanding warrants, options, rights, securities, agreements, subscriptions or other commitments pursuant to which Buyer is or may be obligated to issue, deliver or sell any additional shares of capital stock of Buyer or to issue, grant, extend or enter into any such warrant, option, right, security, agreement, subscription or other commitment and (ii) there are no outstanding options, rights, securities, agreements or other commitments, pursuant to which Buyer is or may become obligated to redeem, repurchase or otherwise acquire or retire any shares of capital stock of Buyer which are presently outstanding or may be issued in the future. All securities of Buyer heretofore issued and sold by Buyer were issued and sold in compliance with all applicable securities laws.
Capital Stock of Buyer. The authorized capital stock of Buyer consists of 100,000,000 shares of common stock, 8,440,002 shares of Series A Preferred Stock, and 6,000,000 shares of Series B Preferred Stock, of which 14,095,640 shares of Common Stock, 8,440,002 shares of Series A Preferred Stock and 2,094,174 shares of Series B Preferred Stock are issued and outstanding. There are no (a) preemptive or other subscriptive rights with respect to the outstanding shares of Buyer common stock, (b) treasury shares or any other authorized or outstanding equity securities of Buyer, or (c) outstanding rights, options, warrants, contracts, understandings, arrangements or commitments providing for issuance of, or granting of rights to acquire, any capital stock of Buyer or securities convertible into or exchangeable for capital stock of Buyer.
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