Capital Stock of the Parent Sample Clauses

Capital Stock of the Parent. Immediately prior to the Effective Time, the Parent shall have an aggregate of eight million (8,000,000) shares of Parent Common Stock issued and outstanding and two million (2,000,000) shares of Series A preferred stock, no par value, of the Parent (the "Series A Preferred Stock") issued and outstanding. The Articles of Amendment to the Articles of Incorporation of the Parent Designation of Powers, Preferences and Rights of Series A Preferred Stock is attached hereto as EXHIBIT 2.02.
Sample 1Sample 2
AutoNDA by SimpleDocs
Capital Stock of the Parent. The authorized capital stock of the Parent consists of the following:
Sample 1
Capital Stock of the Parent. The capital stock of Parent consists of ordinary shares, no par value per share. As of the date hereof, (i) 57,027,740 Parent Shares were issued and outstanding, (ii) no Parent Shares were held by the Parent in its treasury, (iii) 22,158,526 unissued Parent Shares were reserved for issuance pursuant to outstanding listed options over fully paid ordinary shares, and (iv) 1,1740,000 unissued Parent Shares were reserved for issuance pursuant to outstanding unlisted options over fully paid ordinary shares pursuant to Parent’s Employee Share Option Plan.. All outstanding Parent Shares have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in Section 4.06 of the Parent Disclosure Letter, there are no outstanding (i) shares of capital stock or voting securities of the Parent, (ii) securities of the Parent (including debt securities) convertible into or exchangeable for shares of capital stock or voting securities of the Parent, or (iii) options or other rights to acquire from the Parent, and there is no obligation of the Parent to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Parent.
Sample 1
Capital Stock of the Parent. 5.04.1 The authorized capital stock of the Parent consists solely of those common shares disclosed to be issued in its last financial statements.
Sample 1
Capital Stock of the Parent. (a) The authorized capital stock of Parent consists of (i) 50,000,000 shares of Common Stock, par value $0.001 per share, of which 557,884 (following the cancellation of 1,768,785 and issuance of 500,000 shares of Parent Common Stock pursuant to the Indemnity Agreement executed simultaneously herewith) are issued and outstanding as of the date hereof; (ii) no shares of Preferred Stock; and (ii) no shares of capital stock of Parent in treasury. Each share of the issued and outstanding Parent Common Stock is duly authorized, validly issued, fully paid and nonassessable. Section 4.4(a) of the Parent Disclosure Schedule sets forth a complete and accurate list specifying the number of shares of Parent Common Stock held by each Parent stockholder.
Sample 1
Capital Stock of the Parent. The authorized capital stock of the Parent consists of 19,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share. Upon consummation of the transactions contemplated by this Agreement and the surrender of the certificates representing the shares of Merging Corporation Common Stock in accordance with Section 1.08 below, the Sellers will acquire the shares of Parent Common Stock free and clear of all encumbrances and the shares of Parent Common Stock will be fully paid and nonassessable.
Sample 1
Capital Stock of the Parent. Immediately prior to the Effective Time, the Parent shall have issued and outstanding an aggregate of 4,875,020 shares of Parent Common Stock, including 3,000,000 shares of Common Stock sold by the Parent at a price of not less than $1.25 per share pursuant to a Rule 506 Offering (the "Rule 506 Offering") under the Securities Act of 1933, as amended (the "Act").
Sample 1
AutoNDA by SimpleDocs
Capital Stock of the Parent. 5.04.1 The authorized capital stock of the Parent consists solely of 100,000,000 common shares, $.0001 par value per share ("Parent Common Shares") and 20,000,000 preferred shares which may be issued in classes or series at the discretion of the Board of Directors of the Parent (the "Preferred Shares") of which 5,000,000 Parent Common Shares and nil Preferred Shares are issued and outstanding on the date hereof. The Parent further warrants that it will cause all but 150,000 of the Parent Common Shares to be canceled on or before the Closing Date.
Sample 1

Related to Capital Stock of the Parent

  • 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.

  • 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.

  • 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.

  • Capital Stock Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

  • 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.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

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

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

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