Common use of Capitalization; Status of Capital Stock Clause in Contracts

Capitalization; Status of Capital Stock. As of the date hereof, the Company had a total authorized capitalization consisting of 30,000,000 shares of Common Stock, $0.01 par value. As of April 30, 2009, 6,313,589 shares of Common Stock were issued and outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. None of the Company’s outstanding securities or authorized capital stock or the Shares is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other Person. There are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company to which the Company is a party. The Company does not have outstanding, and has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of operations of the Company or any portion thereof; or any similar rights.

Appears in 3 contracts

Samples: Regulation S Stock Purchase Agreement (Pimi Agro Cleantech, Inc.), Regulation S Stock Purchase Agreement (Pimi Agro Cleantech, Inc.), Regulation S Stock Purchase Agreement (Pimi Agro Cleantech, Inc.)

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Capitalization; Status of Capital Stock. As of the date hereof, the Company had a total authorized capitalization consisting of 30,000,000 ten million (10,000,000) shares of Common Stock, $NIS 0.01 par value. As of April 30the date hereof, 2009, 6,313,589 nine hundred and forty four thousand (944,000) shares of Common Stock were issued and outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. None of the Company’s outstanding securities or authorized capital stock or the Shares is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other Personperson. There are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company to which the Company is a party. The Company does not have outstanding, and has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of operations of the Company or any portion thereof; or any similar rights.

Appears in 1 contract

Samples: Stock Purchase Agreement (Andain, Inc.)

Capitalization; Status of Capital Stock. As of the date hereof, the Company had a total authorized capitalization consisting of 30,000,000 one hundred thousand (100,000) shares of Common Stock, $0.01 NIS 1.00 par value. As of April 30the date hereof, 2009, 6,313,589 one thousand (1,000) shares of Common Stock were issued and outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. None of the Company’s outstanding securities or authorized capital stock or the Shares is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other Personperson. There are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company to which the Company is a party. The Company does not have outstanding, and has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of operations of the Company or any portion thereof; or any similar rights.

Appears in 1 contract

Samples: Stock Purchase Agreement (Andain, Inc.)

Capitalization; Status of Capital Stock. As of the date hereof, the Company had a total authorized capitalization consisting of 30,000,000 100,000,000 shares of Common Stock, $0.01 0.001 par value. As of April September 30, 20092003, 6,313,589 23,670,459 shares of Common Stock were issued and outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. None of the Company’s 's outstanding securities or authorized capital stock or the Shares is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other Person. There are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company to which the Company is a party. The Company does not have outstanding, and has no obligation to grant or issue, any "phantom stock" or other right measured by the profits, revenues or results of operations of the Company or any portion thereof; or any similar rights.

Appears in 1 contract

Samples: Regulation S Stock Purchase Agreement (China Wireless Communications Inc)

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Capitalization; Status of Capital Stock. As of the date hereof, the Company had a total authorized capitalization consisting of 30,000,000 750,000,000 shares of Common Stock, $0.01 .001 par value. As of April 30November 19, 20092001, 6,313,589 12,092,000 shares of Common Stock were issued and outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. None of the Company’s 's outstanding securities or authorized capital stock or the Shares is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other Person. There are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company to which the Company is a party. The Company does not have outstanding, and has no obligation to grant or issue, any "phantom stock" or other right measured by the profits, revenues or results of operations of the Company or any portion thereof; or any similar rights.

Appears in 1 contract

Samples: Regulation S Stock Purchase Agreement (Beechport Capital Corp)

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