CORPORATE CAPITALIZATION Sample Clauses

CORPORATE CAPITALIZATION i. Immediately prior to the Closing, XXXX'x authorized capital stock shall include only two authorized classes of capital stock consisting of eight million (8,000,000) shares of Preferred Stock, seven million five hundred thousand (7,500,000) shares of which shall be designated as Series A Preferred Stock, and twenty million (20,000,000) shares of a sole class of Common Stock.
Sample 1
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CORPORATE CAPITALIZATION i) The Corporation's authorized capital stock consists only of 20,000,000 shares of Common Stock. The Corporation has not more than 6,594,264 shares of Common Stock outstanding. The Corporation has issued warrants, rights or options to purchase or acquire not more than 400,000 shares of Common Stock and will reserve not more than 400,000 shares of Common Stock for issuance under a stock option plan. There are no other shares of Common Stock that are subject to purchase or acquisition from the Corporation pursuant to any rights, options, warrants, convertible securities (other than the Debentures) or agreements. All issued and outstanding shares of capital stock are duly authorized, validly issued, fully paid and nonassessable. No person or entity has any preemptive right to acquire any unissued shares of the corporation.
Sample 1
CORPORATE CAPITALIZATION i. Immediately prior to, or simultaneously with, the Closing, the Corporation's authorized capital stock shall include only two (2) authorized classes of capital stock consisting of thirty-five million (35,000,000) shares of Preferred Stock, six million (6,000,000) shares of which have been designated as Series A Preferred Stock, and fifteen million (15,000,000) shares of which have been designated as Series B Preferred Stock, and one hundred million (100,000,000) shares of Common Stock. The Corporation's stockholders have approved an amendment to the Corporation's Amended and Restated Certificate of Incorporation to authorize the issuance of Series C Preferred Stock at least equal to the number of Purchased Shares, with the rights, designations, powers, preferences, rights, qualifications, limitations and restrictions as set forth in the Certificate of Incorporation. Except as set forth in Schedule 3.b.i. attached hereto, (i) no person owns of record or is known to the Corporation to own beneficially any share of Common Stock, Series A Convertible Preferred Stock, Series B Convertible Preferred Stock or Series C Preferred Stock; (ii) no subscription, warrant, option, convertible security, or other right (contingent or otherwise) to purchase or otherwise acquire equity securities of the Corporation is authorized or outstanding; and (iii) there is no commitment by the Corporation to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in Schedule 3.b.i., the Corporation has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. All of the outstanding securities of the Corporation were issued in compliance with all applicable Federal and state securities laws. As of the Closing, each Share of Series A Convertible Preferred Stock is convertible into two (2) Shares of Common Stock, and each share of Series B Convertible Preferred Stock is convertible into one (1) share of Common Stock. As of the Closing, the Certificate of Incorporation attached hereto as Exhibit A will be in force and effect, without further modification or amendments, except for the necessary information noted therein in brackets.
Sample 1
CORPORATE CAPITALIZATION a. Liposome's authorized capital stock consists of two authorized classes of capital stock, consisting of 60,000,000 shares of common stock, of which 34,415,721 shares are issued and outstanding, and 2,400,000 shares of preferred stock of which no shares are issued or outstanding. All issued and outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable.
Sample 1
CORPORATE CAPITALIZATION. (i) Simultaneously with, the Closing, the Corporation's authorized capital stock shall consist only of (A) shares of the Corporation's preferred stock (other than the Preferred Stock), none of which is issued and outstanding, (3) 200,000 shares of the Corporation's Series A Junior Participating Preferred Stock, (C) 20,000,000 shares of the Corporation's common stock, par value $0.01 per share (the "Common Stock"), of which 12,849,822 are issued and outstanding, (D) 2,562,381 shares of Common Stock as may be issued by the Corporation pursuant to options outstanding as of the date hereof (including options to be issued to Davix Xxxxx) xxd (E) 300,000 shares of the Preferred Stock.
Sample 1
CORPORATE CAPITALIZATION i. Immediately prior to, or simultaneously with, the Closing, the Corporation's authorized capital stock shall include only two authorized classes of capital stock consisting of (i) sixteen million (16,000,000) shares of Preferred Stock, fifteen million (15,000,000) shares of which shall be designated as Series A Convertible Preferred Stock, and (ii) forty million (40,000,000) shares of a sole class of Common Stock. The Corporation intends to issue in late November, 1995 through early December, 1995 an aggregate of four million four hundred forty- four thousand four hundred forty-four (4,444,444) shares of series A Preferred Stock, including the issuance of the shares hereunder (the "Intended Series A Shares"). Immediately prior to, or simultaneous with, the Closing (without taking into consideration the Closing), the Corporation will have a total of five hundred seventy-three thousand two hundred fifty (573,250) shares of Common Stock outstanding; and up to one million four hundred eighty thousand three hundred twenty-five (1,480,325) shares of Common Stock subject to issuance pursuant to outstanding options (the "Options") granted to employees under stock plans or to certain investors under option agreements. All issued and outstanding shares of capital stock will have been duly authorized and validly issued and will be fully paid and nonassessable. The Corporation has reserved four million four hundred forty-four thousand four hundred forty-four (4,444,444) shares of Series A Preferred Stock for issuance of the Intended Series A Shares and four million four hundred forty-four thousand four hundred forty-four (4,444,444) shares of Common Stock for issuance upon conversion. The Corporation has also reserved (a) four million four hundred forty-four thousand four hundred forty-four (4,444,444) shares of its Common Stock for issuance upon conversion of the Series A Convertible Preferred Stock issued and outstanding prior to the issuance hereunder; (b) one million four hundred eighty thousand three hundred twenty-five (1,480,325) shares of its Common Stock for issuance upon exercise of the Options.
Sample 1
CORPORATE CAPITALIZATION. OUTSTANDING OPTIONS Xxxxx Xxxxxxx 8,334 Xxxx Xxxxxxx 50,000 Xxxxxx Childs 10,000 Xxxx Xxxxx 20,000 Xxxxxx Xxxx 3,500
Sample 1
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CORPORATE CAPITALIZATION 
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Related to CORPORATE CAPITALIZATION

  • Company Capitalization The Company has an authorized capitalization as set forth in the Prospectus; the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable.

  • Equity Capitalization As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

  • Capitalization of the Company The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, par value $.001 per share, of which 10,000,000 shares will be outstanding at Closing, and 1,000,000 shares of preferred stock, none of which is outstanding. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable.

  • Capitalization, Etc (a) The authorized capital stock of the Company consists of: (i) 200,000,000 shares of Company Common Stock, of which 48,268,495 shares had been issued and were outstanding as of the close of business on July 29, 2013; and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable.

  • Capitalization The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights that have not been duly waived or satisfied; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.

  • Capitalization of Company On the Effective Date, Company will have no Capital Stock outstanding other than the Common Stock and rights outstanding under the 103 Shareholder Rights Plan. All outstanding shares of capital stock of Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

  • Capitalization of Parent As of February 28, 1998, Parent's authorized capital stock consisted of (i) 40,000,000 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares were issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chasx Xxxxxx Xxxreholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

  • Authorized Capitalization As of the date of this Agreement, the authorized capitalization of Buyer consists of (i) 1,000,000,000 shares of common stock, par value $0.01 per share, of which 367,735,954 shares are issued and outstanding and (ii) 25,000,000 shares of undesignated preferred stock, par value $0.01 per share, none of which are issued and outstanding. Buyer has no other capital stock authorized, issued or outstanding. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Buyer. With respect to any Buyer Common Stock that has been issued subject to a right of repurchase on the part of the Company, Disclosure Schedule 4.2(a) sets forth the holder thereof, the number and type of securities covered thereby, and the vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated).

  • Share Capitalizations If after the date hereof, and subject to the provisions of Section 6.6 below, the number of outstanding Ordinary Shares is increased by share capitalization payable in Ordinary Shares, or by a sub-division of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding Ordinary Shares.

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