Capitalization, Etc Sample Clauses
The 'Capitalization, Etc' clause defines how certain words and phrases are to be interpreted throughout the contract, particularly regarding the use of capital letters and related formatting conventions. It typically clarifies that capitalized terms have specific, defined meanings as set out elsewhere in the agreement, and may also address how headings, punctuation, or plural forms should be treated. This clause ensures consistency and clarity in interpreting the contract, reducing the risk of misunderstandings or disputes over the meaning of key terms.
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Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 shares of Company Common Stock, $.001 par value, of which, as of October 30, 1997, 10,258,091 shares were issued and outstanding; and (ii) 5,000,000 shares of preferred stock, $.001 par value, none of which are outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financings, right to maintain a percentage ownership position, or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or any other securities of any Acquired Corporation.
(b) As of the October 30, 1997: (i) 843,149 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) th...
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares, of which 131,880,176 Shares had been issued and were outstanding as of the close of business on May 4, 2023 (the “Capitalization Date”); and (ii) 33,333 shares of Company Preferred Stock, of which (x) 12,575 are designated as Series O Preferred Stock, none of which were issued and outstanding as of the Capitalization Date, (y) 4,500 are designated as Series X Preferred Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiary.
(b) (i) None of the outstanding shares of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act.
(c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reser...
Capitalization, Etc. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of: (i) 900,000,000 shares of Parent Common Stock; and (ii) 2,000,000 shares of Parent Preferred Stock, of which no shares are outstanding. As of April 15, 2005, 244,726,482 shares of Parent Common Stock were issued and outstanding. No shares of Parent Common Stock have been issued by Parent during the period commencing on April 16, 2005 and ending on the date of this Agreement. As of April 15, 2005, 33,445,812 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent Options. No Parent Options have been granted during the period commencing on April 16, 2005 and ending on the date of this Agreement.
(b) As of April 15, 2005, 200,000 shares of Parent Preferred Stock, designated as Series A Preferred Stock, were reserved for future issuance upon exercise of the rights issued pursuant to the Fourth Amended and Restated Rights Agreement dated as of July 1, 2000, between Parent and Computershare Investor Services, LLC, as Rights Agent. As of April 15, 2005: (i) 11,963,050 shares of Parent Common Stock were reserved for future issuance pursuant to Parent's 1997 Employee Stock Purchase Plan (the "Parent ESPP"); and (ii) 7,802,379 shares of Parent Common Stock were reserved for future issuance pursuant to stock options not yet granted under Parent's stock option plans. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable.
(c) Except as set forth in Sections 3.2(a) and 3.2(b), and except as set forth in Part 3.2(c) of the Parent Disclosure Schedule, as of the date of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; or (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.
Capitalization, Etc. (A) The authorized capital stock of the Company consists of one thousand (1,000) shares of Common Stock (no par value), of which fifty-one (51) shares have been issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued and are outstanding and owned beneficially and of record by the Company. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock have been duly authorized and validly issued, and are fully paid and non assessable. PART 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject.
(B) Except as set forth in PART 2.3 of the Disclosure Schedule, and except as contemplated by this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or the Subsidiary; (iii) Contract under which the Company or the Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or the Subsidiary.
(C) Except as set forth in PART 2.3(C) of the Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or
Capitalization, Etc. (a) On the Closing Date, the authorized capital stock of SFG will consist of:
(i) an unlimited number of Class A Common shares, of which 6,941,054.84 shares are issued and outstanding;
(ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding;
(iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding;
(iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding;
(v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding;
(vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstanding, all of which are to be redeemed by SFG on Closing; and
(vii) an unlimited number of Class F Preferred shares, of which 323,300 are issued and outstanding, all of which are to be redeemed by SFG on Closing.
(viii) All of such Securities are registered in the names of the Selling Securityholders in the amounts indicated on Part 3.3 of the Disclosure Schedule.
(b) All of the Securities (i) have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options.
(c) All of the Shares are fully paid and non-assessable.
(d) Except as set forth in Part 2.3 of the Disclosure Schedules, there is no:
(i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any Company;
(ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company;
(iii) Contract under which any Company is or may become obligated to sell or otherwise issue a...
Capitalization, Etc. (a) The authorized capital stock of Ibex consists of: (i) ten million (10,000,000) shares of Common Stock (with no par value), of which one hundred forty-one thousand sixteen (141,016) shares have been issued and are outstanding as of the date of this Agreement; and (ii) five million (5,000,000) shares of Preferred Stock (with no par value), forty-eight thousand thirty-five (48,035) of which have been designated "Series A Preferred Stock," of which all of such shares have been issued and are outstanding as of the date of this Agreement. Each outstanding share of Series A Preferred Stock is convertible into one share of Ibex Common Stock. All of the outstanding shares of Ibex Common Stock and Series A Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by Ibex and to which any of such shares is subject.
(b) Ibex has reserved 20,000 shares of Ibex Common Stock for issuance under its 1992 Stock Option Plan, of which options to purchase 14,731 shares are outstanding as of the date of this Agreement. Part 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Ibex Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Ibex Option; (ii) the total number of shares of Ibex Common Stock that are subject to such Ibex Option and the number of shares of Ibex Common Stock with respect to which such Ibex Option is immediately exercisable; (iii) the date on which such Ibex Option was granted and the term of such Ibex Option; (iv) the vesting schedule for such Ibex Option; (v) the exercise price per share of Ibex Common Stock purchasable under such Ibex Option; and (vi) whether such Ibex Option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 2.3 of the Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Ibex; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Ibex; (iii) Contract under which Ibex is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or...
Capitalization, Etc. (a) The authorized capital stock of Merger Partner consists of (i) 66,000,000 shares of Merger Partner Common Stock, par value $0.001 per share, of which 3,528,961 shares have been issued and are outstanding as of the date of this Agreement, (ii) 426,008 shares of Series A Preferred Stock, par value $0.001 per share of which 426,008 shares have been issued and are outstanding; (iii) 7,966,748 shares of Series B Preferred Stock, par value $0.001 per share of which 7,966,748 shares have been issued and are outstanding; (iv) 21,300,000 shares of Series C Preferred Stock, par value $0.001 per share of which 20,079,889 shares have been issued and are outstanding; and (v) 24,029,412 shares of Series D Preferred Stock, par value $0.001 per share of which 23,529,410 shares have been issued and are outstanding. Merger Partner does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Merger Partner Common Stock and Merger Partner Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in Part 2.3(a) of the Merger Partner Disclosure Schedule, none of the outstanding shares of Merger Partner Common Stock or Merger Partner Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Merger Partner Common Stock or Merger Partner Preferred Stock is subject to any right of first refusal in favor of Merger Partner. Except as contemplated herein or as set forth in the Merger Partner Disclosure Schedule, there is no Merger Partner Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Merger Partner Common Stock or Merger Partner Preferred Stock. Merger Partner is not under any obligation, nor is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Merger Partner Common Stock or other securities. Part 2.3(a) of the Merger Partner Disclosure Schedule accurately and completely describes all repurchase rights held by Merger Partner with respect to shares of Merger Partner Common Stock (including shares issued pursuant to the exercise of stock options) and Merger Partner Preferred Stock, and specifies each holder of Merger Partner Common St...
Capitalization, Etc. (a) The authorized Company Capital Stock as of the date of this Agreement consists of (i) 26,300,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock.
(b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise a...
Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 shares of Company Common Stock, (ii) 1,100,000 shares of Series A Preferred Stock, and
Capitalization, Etc. (a) The authorized capital stock of the Company consists of 1,000 shares of common stock, no par value, of which 50 shares are issued and outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option (other than as specified in Section 1.4 hereof) which is held by the Company and to which any of such shares is subject.
(b) Except for this Agreement and as set forth in Part 2.3 of the Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire from the Company any shares of the capital stock or other securities of the Company; (ii) stock option plan, stock issuance plan or other similar plan of the Company; (iii) outstanding security, instrument or obligation of the Company that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iv) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (v) to the Knowledge of the Company and the Shareholders, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive from the Company any shares of capital stock or other securities of the Company.
(c) All outstanding shares of Company Common Stock have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Company Contracts.
(d) Except as set forth in Part 2.3 of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company.