Common use of Capital Stock Clause in Contracts

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 shares of the Company Common Stock, of which 6,206,514 shares had been issued and were outstanding as of the date hereof. As of the date of this Agreement, there are no shares of the Company Common Stock held in treasury by the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Galaxy Enterprises Inc /Nv/), Agreement and Plan of Merger (Netgateway Inc), Agreement and Plan of Merger (Netgateway Inc)

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Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of (a) 1,000,000,000 shares of the Company Common Stock, of which 6,206,514 97,477,075 shares had been were issued and were outstanding as of the date hereof. As of the date of this AgreementNovember 30, there are no 2006, and (b) 250,000,000 shares of the Company Common Stock held in treasury by the Companypreferred stock, no par value per share, of which none were issued and outstanding as of November 30, 2006.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Weight Watchers International Inc), Stock Purchase Agreement (Westend Sa), Stock Purchase Agreement (Weight Watchers International Inc)

Capital Stock. (a) The authorized capital stock of the ------------- Company consists of: 25,000,000 of 20,000,000 shares of the Company Common Stock, of which 6,206,514 which, as of October 3, 1998, 5,682,168 shares had been issued and were outstanding as of the date hereof. As of the date of this Agreement, there are no and 9,665 shares of the Company Common Stock were held in treasury by and 1,296,633 shares are reserved for future issuance pursuant to any option, warrant or other rights agreement, arrangement or other commitment. All of the Companyissued and outstanding shares of Common Stock have been validly issued and are fully paid and non-assessable.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Nutramax Products Inc /De/), Stock Purchase Agreement (Lepone Donald E), Stock Purchase Agreement (Nutramax Products Inc /De/)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of (i) 45,000,000 shares of the Company Common Stock, of which 6,206,514 29,200,304 shares had been of Common Stock are issued and were outstanding as outstanding, and (ii) 5,000,000 shares of the date hereof. As Preferred Stock, of the date of this Agreement, there are which no shares of the Company Common Stock held in treasury by the Companyare issued and outstanding.

Appears in 2 contracts

Samples: Securities Purchase Agreement (China Natural Gas, Inc.), Securities Purchase Agreement (China Natural Gas, Inc.)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 solely of 40,000,000 shares of the Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 per share ("Preferred Stock, of which 6,206,514 shares had been issued and were outstanding as of the date hereof"). As of the date of this Agreement, there are no (i) 7,175,445 shares of the Company Common Stock held in treasury by the Company.were issued and outstanding, (ii) 281,221 shares of Company Common

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ask Asa), Agreement and Plan of Merger (Proxima Corp)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 solely of 100,000,000 shares of the Company Common Stock, of which 6,206,514 14,423,553 shares had been were issued and were outstanding as of the date hereofMarch 24, 2003. As All of the date of this Agreement, there are no shares outstanding capital stock of the Company Common Stock held is duly authorized, validly issued, fully paid and nonassessable and was not issued in treasury by the Companyviolation of any preemptive rights.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (Whitman Education Group Inc)

Capital Stock. (a) The entire authorized capital stock of the Company consists of: 25,000,000 of 10,000,000 shares of the Company Common Stockcommon stock, no par value, of which 6,206,514 3,893,791 shares had been are issued and were outstanding as of the date hereof. As of No shares are held by the date of this Agreement, there are Company as treasury shares and no shares of the Company Common Stock held in treasury have been acquired by the CompanyCompany that are subject to outstanding pledges to secure the future payment of the purchase price therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ivex Packaging Corp /De/), Agreement and Plan of Merger (Ivex Packaging Corp /De/)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of (a) 1,000,000,000 shares of the Company Common Stock, of which 6,206,514 73,603,403 shares had been were issued and were outstanding as of the date hereof. As of the date of this AgreementFebruary 13, there are no 2012, and (b) 250,000,000 shares of the Company Common Stock held in treasury by the Companypreferred stock, no par value per share, of which none were issued and outstanding as of February 13, 2012.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Weight Watchers International Inc), Stock Purchase Agreement (Westend Sa)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of (a) 1,500,000,000 shares of the Company Common Stock, of which 6,206,514 363,458,742 shares had been were issued and were outstanding as of the date hereof. As of the date of this AgreementMay 29, there are no 2015, and (b) 100,000,000 shares of the Company Common Stock held in treasury by the Companypreferred stock, of which none were issued and outstanding as of May 29, 2015.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Trian Fund Management, L.P.), Stock Purchase Agreement (Wendy's Co)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 , immediately prior to the Closing, 5,000,000 shares of the Company Preferred Stock and 800,000,000 shares of Common Stock, of which 6,206,514 69,151,608 shares had been of Common Stock are currently issued and were outstanding as outstanding. No shares of Preferred Stock are currently issued and outstanding. All of the date hereof. As of the date of this Agreement, there are no outstanding shares of the Company Common Stock held in treasury by the Companyhave been validly issued, are fully paid and non-assessable, and are free and clear of any Lien.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Network Cn Inc), Note and Warrant Purchase Agreement (Network Cn Inc)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 250,000,000 shares, with a par value of $0.01 per share, of which 200,000,000 shares of are designated as the Company Common Stock and 50,000,000 shares are designated as preferred stock (“Company Preferred Stock, of which 6,206,514 shares had been issued and were outstanding as of the date hereof”). As of the date close of this Agreementbusiness on August 10, 2021, there are no shares of the Company Common Stock held in treasury by the Company.are:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ExOne Co), Agreement and Plan of Merger (Desktop Metal, Inc.)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 40,000,000 shares of $1.00 par value common stock (the Company Common Stock”), none of which 6,206,514 shares had been are issued and were outstanding as of the date hereof. As of the date of this Agreementoutstanding, there are no and 5,000,000 shares of the Company Common Stock held in treasury by the Companypreferred stock, none of which are issued and outstanding.

Appears in 2 contracts

Samples: Agreement and Plan of Exchange (Investar Holding Corp), Agreement and Plan of Exchange (Investar Holding Corp)

Capital Stock. (ai) The authorized capital stock of the Company consists of: 25,000,000 (1) 100,000,000 shares of the Company Common Stock, par value $0.001 per share and (2) 5,000,000 shares of which 6,206,514 shares had been issued and were outstanding as of preferred stock, par value $0.001 per share (the date hereof“Company Preferred Stock”). As of the date hereof: (i) 29,831,115 Shares of this AgreementCompany Common Stock are issued and outstanding, there are and (ii) no shares of the Company Preferred Stock are issued and outstanding. No Shares of Company Common Stock are owned or held in treasury by the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Medicinova Inc), Agreement and Plan of Merger (Avigen Inc \De)

Capital Stock. (a) The As of June 15, 2002, the authorized capital stock Capital Stock of the Company consists of: 25,000,000 solely of (i) 250,000,000 shares of the Company Common Stock, of which 6,206,514 71,823,379 shares had been are issued and were outstanding as of the date hereof. As of the date of this Agreementoutstanding, there are no and (ii) 25,000,000 shares of the Company Common preferred stock, par value $0.01 per share, of which 3,750,000 shares of Series A Preferred Stock held in treasury by the Company.(plus any additional shares of Series A Preferred Stock issued as dividends thereon) have been designated and are issued and

Appears in 2 contracts

Samples: Note Purchase Agreement (Aurora Foods Inc /De/), Note Purchase Agreement (Fenway Partners Capital Ii L P)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 510,000,000 shares, with a par value of $0.01 per share, of which 500,000,000 shares of are designated as the Company Common Stock and 10,000,000 shares are designated as preferred stock (“Company Preferred Stock, of which 6,206,514 shares had been issued and were outstanding as of the date hereof”). As of the date close of this Agreementbusiness on December 31, 2020, there are no shares of the Company Common Stock held in treasury by the Company.are:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Teledyne Technologies Inc)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 3,602,375,096 shares, consisting of 3,550,000,000 shares of the common stock, par value $1.00 per share ("Company Common Stock"), of which 6,206,514 shares had been issued and were outstanding as of the date hereof. As of the date of this Agreement, there are no 52,375,096 shares of the preferred stock, par value $.01 per share ("Company Common Stock held in treasury by the CompanyPreferred Stock").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tele Communications Inc /Co/), Agreement and Plan of Merger (At&t Corp)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 shares of the Company Common Stock, of which 6,206,514 shares had been issued and were outstanding as As of the date hereof, Company has an authorized capital stock consisting of 315,586 shares of Common Stock, no par value, of which 255,639 shares are issued and outstanding. As All of the date of this Agreement, there are no issued and outstanding shares of the capital stock of Company Common Stock held in treasury by the Companyhave been duly authorized and validly issued and are fully paid and nonassessable.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Uk Abba Products Inc), Stock Purchase Agreement (Styling Technology Corp)

Capital Stock. (a) The authorized capital stock of the Company Borrower consists of: of 25,000,000 shares of the Company Common Stock, 1,333,572 shares of which 6,206,514 shares had been are issued and were outstanding as outstanding, and 5,000,000 shares of Preferred Stock, $0.01 par value per share, none of the date hereofshares of which are issued and outstanding. As All of the date of this Agreement, there are no issued and outstanding shares of capital stock of the Company Common Stock held in treasury by the CompanyBorrower are validly issued, fully paid and non-assessable.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Life Financial Corp)

Capital Stock. (ai) The authorized capital stock of the Company consists of: 25,000,000 shares of the Company Common Stock, of which 6,206,514 shares had been issued 500,000,000 Ordinary Shares and were outstanding as of the date hereof10,000,000 Preferred Shares. As of the date hereof, 18,616,064 Ordinary Shares were issued and outstanding and none of this Agreement, there are no the Preferred Shares were issued and outstanding. All of the outstanding shares of the capital stock of Company Common Stock held in treasury by the Companyare duly authorized and validly issued, fully paid and nonassessable and not subject to any preemptive rights.

Appears in 1 contract

Samples: Securities Purchase Agreement (China Jo-Jo Drugstores Holdings, Inc.)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 shares of the Company Common Stock, of which 6,206,514 shares had been issued and were outstanding as of the date hereof. As hereof consists of the date of this Agreement, there are no 100,000,000 shares of the Company common stock, 9,589,956 of which shares are issued and outstanding ("Common Stock held in treasury by the CompanyStock") and 10,000,000 shares of preferred stock, none of which are currently issued and outstanding.

Appears in 1 contract

Samples: Management Agreement (Biozhem Cosmeceuticals Inc)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 20,000,000 shares of the Company Common Stock, of which 6,206,514 which, as of October 3, 1998, 5,682,168 shares had been issued and were outstanding as of the date hereof. As of the date of this Agreement, there are no and 9,665 shares of the Company Common Stock were held in treasury by and 1,296,633 shares are reserved for future issuance pursuant to any option, warrant or other rights agreement, arrangement or other commitment. All of the Companyissued and outstanding shares of Common Stock have been validly issued and are fully paid and non-assessable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chilmark Partners LLC)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 40,000,000 shares of the Company Common Stock, without par value, and 1,000,000 shares of which 6,206,514 shares had been issued and were outstanding as of the date hereofPreferred Stock, without par value. As of the date December 1, 1997, there were 16,789,699 shares of this AgreementCommon Stock issued and outstanding, and there are no issued and outstanding shares of the Company Common Stock held in treasury by the CompanyPreferred Stock.

Appears in 1 contract

Samples: Unit Purchase Agreement (Silicon Valley Research Inc)

Capital Stock. (a) The Company has authorized capital stock consisting of the Company consists of: 25,000,000 (i) one hundred fifty million (150,000,000) shares of the Company Common Stock, of which 6,206,514 twenty five million (25,000,000) shares had been are issued and were outstanding as of the date hereof. As of the date of this Agreementoutstanding, there are no and (ii) fifty million (50,000,000) shares of the Company Common Stock held in treasury by the CompanyPreferred Stock, none of which are issued or outstanding.

Appears in 1 contract

Samples: Stock Purchase Agreement (Claremont Technologies Corp)

Capital Stock. (a) The authorized capital stock Capital Stock of the Company consists of: 25,000,000 shares as of the Company Common Stockdate hereof consists of 20,000 shares, of which 6,206,514 (i) 10,000 shares had been are preferred stock with no par value of which no shares are issued and were outstanding and (ii) 10,000 shares are common stock with the par value of $0.001 per share, of which 460 Common Shares are issued and outstanding and are owned by Pitney Xxxxx as of the date hereof. As of the date of this Agreement, there are no shares of the Company Common Stock held in treasury by the Company.

Appears in 1 contract

Samples: Subscription Agreement (Pitney Bowes Inc /De/)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 solely of 20,000 shares of Common Stock. On the date hereof, after giving effect to the transactions contemplated hereby and by any other agreements to purchase capital stock of the Company Common Stock, of which 6,206,514 shares had been issued and were outstanding as of the date hereof, the Company will have no outstanding capital stock other than 2,260.881 shares of Common Stock. As The following is a chart showing the names of each of the date initial subscribers, the number of this Agreement, there are no shares of subscribed for and the Company Common Stock held in treasury by amount to be paid for the Company.subscriptions:

Appears in 1 contract

Samples: Stock Subscription Agreement (Royal Precision Inc)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 29,000,000 Shares and 1,000,000 shares of the preferred stock, $0.01 par value per share (“Company Common Preferred Stock”), of which 6,206,514 shares had been issued and were outstanding which, as of June 2, 2023 (the date hereof. As of the date of this Agreement“Measurement Date”), there are 20,390,919 Shares and no shares of the Company Common Preferred Stock held in treasury by the Companywere issued and outstanding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Circor International Inc)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 20,000,000 shares of the Company Common Stock and 5,000,000 shares of Preferred Stock, par value $1.00 per share, of which 6,206,514 8,859,098 shares had been of Common Stock are issued and were outstanding as of the date hereof. As of the date of this Agreement, there are no shares of the Company Common Stock held in treasury by the Company.

Appears in 1 contract

Samples: Option Purchase Agreement (Texfi Industries Inc)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 50,000,000 shares of the Company Common Stock, common stock having a par value of $0.001 per share of which 6,206,514 1,221,890 shares had been will be issued and were outstanding as on the Closing Date, and all of which are or will be on the date hereof. As of the date of this AgreementClosing Date, there are no validly issued, fully paid and non-assessable; and 5,000,000 shares of the Company Common Stock held in treasury by the Companyundesignated capital stock of which none are designated or outstanding.

Appears in 1 contract

Samples: Stock Exchange Agreement (Pro Pharmaceuticals Inc)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 60,000,000 shares of the Company Common Stock, without par value, and 1,000,000 shares of which 6,206,514 shares had been issued and were outstanding as of the date hereofPreferred Stock, without par value. As of September 30, 2001 there were 42,583,965 shares of Common Stock issued and outstanding, and there are no issued and outstanding shares of Preferred Stock. Except as set forth on the date Schedule of this AgreementExceptions, there are no other outstanding rights, plans, options, warrants, conversion rights or agreements for the purchase, exercise or acquisition from the Company of shares of the Company Common Stock held in treasury by the Companyits capital stock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Silicon Valley Research Inc)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of a single class of Twenty Million (20,000,000) shares of the Company Common Stock, $.0l par value, of which 6,206,514 approximately 3,175,145 shares had been issued and were are outstanding as of the date hereof, all of which are fully paid and validly issued and outstanding. As The shares of Common Stock are the date of this Agreement, there are no only voting shares of the Company Company. There are no outstanding options or warrants for the purchase of shares of Common Stock held except as set forth in treasury by the CompanySchedule 4(l).

Appears in 1 contract

Samples: Loan and Security Agreement (Sytron Inc)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of one thousand (1,000) shares of the Company Common Stock, of which 6,206,514 one thousand (1,000) shares had been are issued and were outstanding. All of said outstanding as of the date hereof. As of the date of this Agreement, there are no shares of the Company Common Stock held have been duly authorized and validly issued, are fully paid and non-assessable. There are no options, warrants or other agreements or commitments which are now or may in treasury by the Companyfuture obligate the Company to issue or purchase any shares of its capital stock or other securities.

Appears in 1 contract

Samples: Merger Agreement (Penn Akron Corp)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 300,000,000 shares of Common Stock, par value $.10 per share and 1,000,000 shares of preferred stock, par value $1.00 per share. At December 26, 1996, 123,283,934 shares of Common Stock and 90,000 shares of the Company Common Stock, of which 6,206,514 shares had been Company's preferred stock were issued and were outstanding as of the date hereof. As of the date of this Agreement, there are no shares of the Company Common Stock held in treasury by the Companyoutstanding.

Appears in 1 contract

Samples: Stock Purchase Agreement (Di Industries Inc)

Capital Stock. (ai) The authorized capital stock of the Company consists of: 25,000,000 of 20,000,000 shares of Preferred Stock, par value $0.01 per share (the "Preferred Stock"), and 100,000,000 shares of Company Common Stock, of which 6,206,514 shares had been issued and were outstanding as of the date hereof. As of the date of this Agreement, there are hereof no shares of the Preferred Stock and 12,276,063 shares of Company Common Stock were validly issued and outstanding, fully paid and nonassessable. No shares of Company Common Stock or Preferred Stock are held in the treasury by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Insurance Management Solutions Group Inc)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of (i) 1,200,000 shares of the Company Voting Common Stock, of which 6,206,514 992,666 shares had been are issued and were outstanding as of the date hereof. As hereof and are held of record as indicated on the date of this Agreement, there are no shares of the Company Common Stock held in treasury by the Company.attached Stockholders Schedule,

Appears in 1 contract

Samples: Agreement and Plan of Merger (Park Ohio Holdings Corp)

Capital Stock. (ai) The authorized capital stock of the Company consists of: 25,000,000 shares of the Company Common Stock, of which 6,206,514 shares had been issued 500,000,000 Ordinary Shares and were outstanding as of the date hereof10,000,000 Preferred Shares. As of the date hereof, 23,697,210 Ordinary Shares were issued and outstanding and none of this Agreement, there are no the Preferred Shares were issued and outstanding. All of the outstanding shares of the capital stock of Company Common Stock held in treasury by the Companyare duly authorized and validly issued, fully paid and nonassessable and not subject to any preemptive rights.

Appears in 1 contract

Samples: Securities Purchase Agreement (China Jo-Jo Drugstores, Inc.)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 60,000,000 shares of the Company Common Stock, without par value, and 1,000,000 shares of which 6,206,514 shares had been issued and were outstanding as of the date hereofPreferred Stock, without par value. As of June 15, 2001 there were 40,774,786 shares of Common Stock issued and outstanding, and there are no issued and outstanding shares of Preferred Stock. Except as set forth on the date Schedule of this AgreementExceptions, there are no other outstanding rights, plans, options, warrants, conversion rights or agreements for the purchase, exercise or acquisition from the Company of shares of the Company Common Stock held in treasury by the Companyits capital stock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Silicon Valley Research Inc)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 20,000,000 shares of common stock, par value $0.001 per share (the Company "Common Stock"), of which 6,206,514 which, as of June 28, 1997, 4,763,014 shares had been issued and were outstanding as of the date hereof. As of the date of this Agreement, there are no and 4,037,258 shares of the Company Common Stock were held in treasury by and 1,705,839 shares are reserved for future issuance pursuant to any option, warrant or other rights agreement, arrangement or other commitment. All of the Companyissued and outstanding shares of Common Stock have been validly issued and are fully paid and non-assessable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chilmark Partners LLC)

Capital Stock. (a) The authorized capital stock of the Company consists of: of 175,000,000 Shares and 25,000,000 shares of preferred stock, $0.001 par value per share, of which, as of June 23, 2023 (the “Measurement Date”), 2,501,896 Shares of Company Common Stock, of which 6,206,514 shares had been Stock were issued and were outstanding as of the date hereof. As of the date of this Agreement, there are and no shares of the Company Common Stock held in treasury by the Companyundesignated preferred stock were issued and outstanding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sigilon Therapeutics, Inc.)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 40,000,000 shares of the Company common stock, no par value per share (“Common Stock, of which 6,206,514 shares had been issued and were outstanding as of the date hereof”). As of the date of this Agreementhereof, there are no 6,798,131.779 shares of the Company Common Stock held in treasury by the Companyare issued and outstanding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ems Technologies Inc)

Capital Stock. (ai) The authorized capital stock of the Company consists of: 25,000,000 of 8,000,000 shares of the Company Common Stock and 4,000,000 shares of preferred stock, par value $0.10 per share (the "Preferred Stock"), of which 6,206,514 shares had been issued and were outstanding as of the date hereof. As hereof 3,620,092 shares of the date of this Agreement, there are Company Common Stock and no shares of the Preferred Stock are validly issued and outstanding, fully paid and nonassessable, and no shares of Company Common Stock or Preferred Stock are held in treasury by the Companytreasury.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avidyn Inc)

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Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 200,000,000 shares of the Company Common Stock and 10,000,000 shares of undesignated Preferred Stock, $0.0001 par value per share, of which 6,206,514 shares had been issued and were outstanding which, as of December 14, 2020 (the date hereof. As of the date of this Agreement“Measurement Date”), there are 34,248,033 Shares and no shares of the Company Common undesignated Preferred Stock held in treasury by the Companywere issued and outstanding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Prevail Therapeutics Inc.)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of (i) 250,000 shares of the Company Class A Common Stock and (ii) 1,000,000 shares of Company Class B Common Stock, . 21,910.4686 shares of which 6,206,514 Company Class A Common Stock and 197,262.00 shares had been of Company Class B Common Stock are issued and were outstanding as of the date hereof. As of the date of this Agreementoutstanding, there are and no shares of Company Shares are held by the Company Common Stock held in as treasury by the Companyshares. All outstanding shares of Company Shares are validly issued, fully paid, nonassessable and free of any preemptive rights.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intercontinental Exchange, Inc.)

Capital Stock. (a) 4.03.1 The authorized capital stock of the Company Corporation consists of: 25,000,000 solely of 10,000,000 common shares of the Company Common Stockwithout par value, of which 6,206,514 3,900,000 common shares had been are issued and were outstanding as of the date hereof. As of the date of this Agreement, there and are no shares of the Company Common Stock held in treasury by the CompanyShareholders (the "Corporation Shares").

Appears in 1 contract

Samples: Share Exchange and Share Purchase Agreement (I Tech Holdings Inc)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of (i) 36,134 shares of the Company Common StockStock of which, of which 6,206,514 shares had been issued and were outstanding as of the date hereof. As close of business on the date of this Agreement, there are no 21,053 shares were issued and outstanding, (ii) 13,334 shares of Class A Preferred Stock, of which, as of the Company Common Stock held in treasury by close of business on the Company.date of this Agreement, 13,334 shares were issued and outstanding, and (iii) 50 shares of Class B 8% Non-Voting Preferred Stock, $0.01

Appears in 1 contract

Samples: Recapitalization and Stock Purchase Agreement (American Axle & Manufacturing Holdings Inc)

Capital Stock. (a) The authorized capital stock of the Company ------------- consists of: 25,000,000 of 20,000,000 shares of the Company Common Stock, of which 6,206,514 which, as of October 3, 1998, 5,682,168 shares had been issued and were outstanding as of the date hereof. As of the date of this Agreement, there are no and 9,665 shares of the Company Common Stock were held in treasury by the Company.and 1,296,633 shares are reserved for future issuance pursuant to any option, warrant or other rights agreement, arrangement or other

Appears in 1 contract

Samples: Stock Purchase Agreement (Nutramax Products Inc /De/)

Capital Stock. (a) The authorized capital stock of the Company consists of: of 25,000,000 shares of the Company Common Stock, no par value per share (the "Common Stock"). On the date hereof and on the Closing Date, 8,593,639 shares of Common Stock are and will be issued and outstanding, all of which 6,206,514 shares had have been duly and validly issued and were outstanding as of are fully paid and nonassessable. On the date hereof. As of hereof and on the date of this AgreementClosing Date, there are no shares of the Company Common Preferred Stock held in treasury by the Companyhave or will have been issued.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cahill Edward L)

Capital Stock. (a) The Company has authorized capital stock consisting of the Company consists of: 25,000,000 (i) twenty four million (24,000,000) shares of common stock, par value $.001 per share (the Company "Common Stock"), of which 6,206,514 ten million (10,000,000) shares had been are issued and were outstanding as of the date hereof. As of the date of this Agreementoutstanding, there are no and (ii) one million (1,000,000) shares of the Company Common Stock held in treasury by the Companypreferred stock, par value $.001 per share, none of which are issued or outstanding.

Appears in 1 contract

Samples: Stock Purchase Agreement (Energy Venture, Inc.)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 100,000,000 shares of the Company common stock, par value $0.0001 per share (”Common Stock, of which 6,206,514 shares had been issued and were outstanding as of the date hereof. As of the date close of this Agreementbusiness on October 1, there are no 2013, the Company had outstanding 10,000,000 shares of its Common Stock. No shares of Preferred Stock have been issued. All of the Company Company’s outstanding shares of Common Stock held in treasury by the Companyhave been duly and validly authorized and issued and are fully paid and non-assessable. The Shares being offered are duly authorized and, when issued, will be validly issued, fully paid and non-assessable.

Appears in 1 contract

Samples: Securities Purchase Agreement (Jobbot Inc.)

Capital Stock. (ai) The authorized capital stock of the Company consists of: 25,000,000 shares of the Company Common Stock, of which 6,206,514 shares had been issued 500,000,000 Ordinary Shares and were outstanding as of the date hereof10,000,000 Preferred Shares. As of the date hereof, 5,337,360 Ordinary Shares were issued and outstanding and none of this Agreement, there are no the Preferred Shares were issued and outstanding. All of the outstanding shares of the capital stock of Company Common Stock held in treasury by the Companyare duly authorized and validly issued, fully paid and nonassessable and not subject to any preemptive rights.

Appears in 1 contract

Samples: Securities Purchase Agreement (China Jo-Jo Drugstores Holdings, Inc.)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 510,000 shares of the Company Common Stock. Following the consummation of the transactions contemplated hereby, there will be 509,305 shares of Common Stock issued and outstanding, all of which 6,206,514 shares had been issued and were outstanding as of the date hereof. As of the date of this Agreement, there are no shares of the Company Common Stock held in treasury will be owned by the CompanyInvestors.

Appears in 1 contract

Samples: Stock Transfer Agreement (Vantiv, Inc.)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 20,000,000 shares of common stock, par value $0.001 per share (the Company "Common Stock"), of which 6,206,514 which, as of June 28, 1997, 4,763,014 shares had been issued and were outstanding as of the date hereof. As of the date of this Agreement, there are no and 4,037,258 shares of the Company Common Stock were held in treasury by and 1,705,839 shares are reserved for future issuance pursuant to any option, warrant or other rights agreement, arrangement or other commitment. All of the Companyissued and outstanding shares of Common Stock have been validly issued and are fully paid and non- assessable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nutramax Products Inc /De/)

Capital Stock. (ai) The authorized capital stock of the Company consists of: 25,000,000 shares of the Company Common Stock, of which 6,206,514 shares had been issued 500,000,000 Ordinary Shares and were outstanding as of the date hereof10,000,000 Preferred Shares. As of the date hereof, 4,337,360 Ordinary Shares were issued and outstanding and none of this Agreement, there are no the Preferred Shares were issued and outstanding. All of the outstanding shares of the capital stock of Company Common Stock held in treasury by the Companyare duly authorized and validly issued, fully paid and nonassessable and not subject to any preemptive rights.

Appears in 1 contract

Samples: Securities Purchase Agreement (China Jo-Jo Drugstores Holdings, Inc.)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 175 million Shares and 25 million shares of the preferred stock, $0.001 par value per share (“Company Common Preferred Stock”), of which 6,206,514 shares had been which, as of September 27, 2021 (the “Measurement Date”), (i) 61,115,724 Shares were issued and were outstanding as of the date hereof. As of the date of this Agreement, there are and (ii) no shares of the Company Common Preferred Stock held in treasury by the Companywere issued and outstanding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Acceleron Pharma Inc)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 solely of 7,500 shares of the Company Common Stock, of which 6,206,514 2,100 shares had been are issued and were outstanding as of the date hereof. As of the date of this Agreementoutstanding, there are no shares of the Company Common Stock are held in treasury by and no shares are reserved for future issuance. All of the issued and outstanding shares of Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Graham Field Health Products Inc)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 3,049,814 shares of Common Stock, no par value per share (the "Common Stock"), of which 3,049,814 shares are issued and outstanding. All such outstanding shares of capital stock of the Company Common Stock, of which 6,206,514 shares had have been validly issued and were outstanding as are fully paid and nonassessable shares and free of the date hereofpreemptive rights. As of the date of this Agreement, there are no shares of the Company The Company's Common Stock held in treasury by is vested with all the voting rights of the Company.

Appears in 1 contract

Samples: Note Purchase Agreement (Printpack Inc)

Capital Stock. (a) The At the Effective Date, the authorized capital stock ------------- of the Company consists of: 25,000,000 of 30,000,000 shares of the Company Class A Common Stock, of which 6,206,514 8,074,631 shares had been are issued and were outstanding as of the date hereof. As of the date of this Agreementoutstanding, there are no 2,250,000 shares of the Company Class B Common Stock held in treasury by the CompanyStock, of which 1,273,715 shares are issued and outstanding, and 10,000,000 shares of preferred stock, no par value, of which 2,356,236 shares are issued and outstanding.

Appears in 1 contract

Samples: Conversion and Rights Agreement (Pacific Usa Holdings Corp)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of (i) 300,000,000 shares of the Company Common Stock, ; and (ii) 50,000,000 shares of which 6,206,514 shares had been issued and were outstanding as of the date hereofCompany Preferred Stock. As of the date of this AgreementCapitalization Date, there are (A) no shares of the Company Preferred Stock were issued and outstanding; (B) 126,337,950 shares of Company Common Stock were issued and outstanding; and (C) no shares of Company Common Stock were held in treasury by the CompanyCompany as treasury shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rackspace Hosting, Inc.)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of (a) 450,000,000 shares of the Company Class A Common Stock, of which 6,206,514 61,273,746 shares had been issued and were outstanding as of the close of business on the day prior to the date hereof. As , (b) 300,000,000 shares of Class B Common Stock, of which 113,489,040 shares were outstanding as of the close of business on the day prior to the date of this Agreementhereof, there are no shares of the Company Common Stock held in treasury by the Company.and (c)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tele Communications Inc /Co/)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 4,000,000 shares of the Company Common Stock. At the close of business on October 25, of which 6,206,514 shares had been issued and were outstanding as of 2017 (the date hereof. As of the date of this Agreement, there are no “Capitalization Date”): (i) 1,351,881.803 shares of the Company Common Stock were issued and outstanding and (ii) 93,515.357 shares of Company Common Stock were held in treasury by the CompanyCompany in its treasury.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Investors Heritage Capital Corp)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of (a) 100,000,000 shares of the Company Class A Common Stock, of which 6,206,514 48,374,634 shares had been were issued and were outstanding as of the date hereof. As of the date of this AgreementJuly 1, there are no 2016 and (b) 50,000,000 shares of the Company Class B Common Stock held in treasury by the CompanyStock, of which 13,085,282 shares were issued and outstanding as of July 1, 2016.

Appears in 1 contract

Samples: Stock Purchase Agreement (MSC Industrial Direct Co Inc)

Capital Stock. (a) The Company has authorized capital stock consisting of the Company consists of: 25,000,000 (i) one hundred million (100,000,000) shares of the Company Common Stock, of which 6,206,514 twenty five million (25,000,000) shares had been are issued and were outstanding as of the date hereof. As of the date of this Agreementoutstanding, there are no and (ii) fifty million (50,000,000) shares of the Company Common Stock held in treasury by the CompanyPreferred Stock, none of which are issued or outstanding.

Appears in 1 contract

Samples: Stock Purchase Agreement (Claremont Technologies Corp)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 50,000,000 shares of the Company capital stock, all of which are Common Stock. Following the consummation of the transactions contemplated hereby, there will be 36,000,000 shares of Common Stock issued and outstanding, all of which 6,206,514 shares had been issued and were outstanding as of the date hereof. As of the date of this Agreement, there are no shares of the Company Common Stock held in treasury will be owned by the CompanyInvestors.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fidelity National Financial Inc /De/)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of 200,000,000 shares of the Company Common StockStock and 5,000,000 shares of undesignated preferred stock, $0.0001 par value per share, of which 6,206,514 shares had been which, as of October 14, 2022 (the “Measurement Date”), 36,932,597 Shares were issued and outstanding (of which 3,584 Shares were outstanding as Shares of the date hereof. As of the date of this Agreement, there are Company Restricted Stock) and no shares of the Company Common Stock held in treasury by the Companyundesignated preferred stock were issued and outstanding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Akouos, Inc.)

Capital Stock. (a) The authorized capital stock ------------- of the Company consists of: 25,000,000 of 40,000,000 shares of the Company Common Stock, without par value, and 1,000,000 shares of which 6,206,514 shares had been issued and were outstanding as of the date hereofPreferred Stock, without par value. As of the date May 1, 1998, there were 23,812,204 shares of this AgreementCommon Stock issued and outstanding, and there are no issued and outstanding shares of Preferred Stock. Except as set forth on Schedule 1, there are no other outstanding rights, plans, options, warrants, ---------- conversion rights or agreements for the purchase, exercise or acquisition from the Company of shares of the Company Common Stock held in treasury by the Companyits capital stock.

Appears in 1 contract

Samples: Unit Purchase Agreement (Silicon Valley Research Inc)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of (a) 100,000,000 shares of the Company Class A Common Stock, of which 6,206,514 46,064,008 shares had been were issued and were outstanding as of the date hereof. As of the date of this AgreementJuly 23, there are no 2018 and (b) 50,000,000 shares of the Company Class B Common Stock held in treasury by the CompanyStock, of which 10,485,155 shares were issued and outstanding as of July 23, 2018.

Appears in 1 contract

Samples: Stock Purchase Agreement (MSC Industrial Direct Co Inc)

Capital Stock. (a) The authorized capital stock of the Company consists of: 25,000,000 of (i) 100,000,000 shares of the Company Common Stock, of which 6,206,514 as of September 14, 2001, 27,055,584 shares had been are issued and were outstanding outstanding, and (ii) 1,000,000 shares of preferred stock, of which as of the date hereof. As of the date of this Agreement, there are no shares of the Company Common Stock held in treasury by the Companyare issued and outstanding.

Appears in 1 contract

Samples: Investment and Subscription Agreement (Hollywood Media Corp)

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