Capitalization and Valid Issuance of Stock Sample Clauses

Capitalization and Valid Issuance of Stock. As of December 31, 1997, the Company had an authorized capitalization consisting of 30,000,000 shares of Common Stock, par value $.01, and 10,000,000 shares of Preferred Stock, par value $.01. As of December 31, 1997, the Company had issued and outstanding 8,154,098 shares of Common Stock and no shares of Preferred Stock. All options and warrants to acquire shares of the Company's Common Stock, which were outstanding as of September 30, 1997 or which the Company was obligated to issue as of September 30, 1997, are described to the extent required in the SEC Documents. As of December 31, 1997, the Company had outstanding stock options to acquire a total of 989,865 shares of the Company's Common Stock, which outstanding options, to the extent issued or granted prior to September 30, 1997, are described to the extent required in the SEC Documents and, to the extent granted since September 30, 1997, are upon terms which are not materially different from the terms of those options as have been issued or granted on or before September 30, 1997. Except as described in the SEC Documents, the Company has not issued or granted and there are not as of the date hereof outstanding, nor has the Company undertaken or become obligated to issue or grant, any convertible securities or, apart from such stock options and warrants outstanding on the date hereof, any options, warrants or other rights to acquire Common Stock. All of the issued shares of Common Stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; the Common Stock issuable pursuant to this Agreement, when issued, sold and delivered against payment therefor in accordance with the terms of this Agreement, will be duly and validly issued,
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Capitalization and Valid Issuance of Stock. As of the date hereof, the Company has an authorized capitalization consisting of 100,000,000 shares of Common Stock, par value $0.001, and 10,000,000 shares of Preferred Stock, par value $0.001. As of the date hereof, the Company has issued and outstanding 31,232,921 shares of Common Stock and 1,524,328 shares of Preferred Stock. All such options and warrants to acquire shares of Company's Common Stock, which were outstanding as of December 31, 1996 or which the Company was obligated to issue as of December 31, 1996, are described as required in the SEC Documents. As of the date hereof, the Company has outstanding stock options and warrants to acquire a total of 8,543,284 and 2,859,082 shares, respectively, of the Company's Common Stock, which outstanding options and warrants, to the extent issued or granted prior to December 31, 1996, are otherwise as so described in the SEC Documents and, to the extent granted since December 31, 1996, are upon terms which are not materially different from the terms of those options and warrants as have been issued or granted on or before December 31, 1996. The Company has not issued or granted and there are not now outstanding, nor has the company undertaken or become obligated to issue or grant, any convertible securities or, apart from such stock options and warrants outstanding on the date hereof, any options, warrants or other rights to acquire Common Stock, other than the Company's Series C Preferred Stock offering which is currently being undertaken by Patricof & Co. All of the issued shares of Common Stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; the Common Stock issuable pursuant to this Agreement, when issued, sold and delivered against payment therefor in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable; and the holders of outstanding Common Stock of the Company are not and shall not be entitled to preemptive or other rights afforded by the Company to subscribe for the capital stock or other securities of the Company as a result of the sale of the Common Stock to the Investor hereunder.
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Capitalization and Valid Issuance of Stock. (a) The authorized capital of the Company consists of 50,000,000 shares of Common Stock, of which 5,907,104 shares will be issued and outstanding immediately prior to the Initial Closing, and 5,000,000 shares of preferred stock, par value $0.01 per share (the "PREFERRED STOCK") of which 2,280,100 shares have been designated as Series A Convertible Preferred Stock (the "SERIES A STOCK"), 1,810,000 of which will be issued and outstanding immediately prior to the Initial Closing, and of which 1,936,000 shares have been designated Series B Stock, of which no shares will be issued and outstanding immediately prior to the Initial Closing. Schedule 2.5 sets forth (i) the names of the persons owning the issued and outstanding shares of Common Stock and Series A Stock as of the Initial Closing Date and the number of shares owned by each such person, and (ii) a list of all outstanding options and warrants to purchase shares of the Company's capital stock or securities convertible or exercisable into shares of the Company's capital stock as of the Initial Closing Date.
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Related to Capitalization and Valid Issuance of Stock

  • Valid Issuance of Stock (a) The Purchased Shares, when paid for and issued as provided in this Agreement, will be duly authorized and validly issued, fully paid and nonassessable.

  • AUTHORIZATION AND ISSUANCE OF SHARES 1. The Customer shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:

  • Issuance of Stock by Subsidiaries The Borrower shall not permit any Subsidiary (either directly or indirectly by the issuance of rights or options for, or securities convertible into, such shares) to issue, sell or dispose of any shares of its Stock of any class (other than directors' qualifying shares, if any) except to the Borrower or another Subsidiary.

  • Valid Issuance of Shares The Shares being purchased by the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable law.

  • Conditions to Issuance of Shares The Shares deliverable to the Employee on the applicable settlement date may be either previously authorized but unissued Shares or issued Shares that have been reacquired by the Company. The Company shall not be required to issue any Shares hereunder so long as the Company reasonably anticipates that such issuance will violate Federal securities law, foreign securities law or other applicable law; provided however, that in such event the Company shall issue such Shares at the earliest possible date at which the Company reasonably anticipates that the issuance of the shares will not cause such violation. For purposes of the previous sentence, any issuance of Shares that would cause inclusion in gross income or the application of any penalty provision or other provision of the Internal Revenue Code or foreign tax law shall not be treated as a violation of applicable law.

  • Conditions to Issuance of Stock Certificates The shares of stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:

  • Valid Issuance of Common Stock The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

  • Issuance of Stock The Company shall not be obligated to issue any shares of Stock until (i) all federal and state laws and regulations as the Company may deem applicable have been complied with; (ii) the shares have been listed or authorized for listing upon official notice to the New York Stock Exchange, Inc. or have otherwise been accorded trading privileges; and (iii) all other legal matters in connection with the issuance and delivery of the shares have been approved by the Company’s legal department.

  • Restriction on Issuance of Shares The Grantor shall not be required to issue or deliver any certificate for Shares purchased upon the exercise of the Option unless (a) the issuance of such Shares has been registered with the Securities and Exchange Commission under the Securities Act, or counsel to the Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such shares shall have been given by any national securities exchange on which the Common Stock of the Grantor is at the time of issuance listed.

  • Limitation on Issuance of Equity Interests Except for the issuance or sale of Qualified Equity Interests by Parent, each Loan Party will not, and will not permit any of its Subsidiaries to, issue or sell any of its Equity Interests.

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