Current Capitalization Clause Samples
The "Current Capitalization" clause defines the present structure of a company's equity, detailing the number and types of shares or securities outstanding at the time of the agreement. It typically lists all classes of stock, options, warrants, and convertible securities, providing a snapshot of ownership and potential dilution. This clause ensures all parties have a clear and accurate understanding of the company's ownership before entering into a transaction, thereby preventing disputes or misunderstandings about equity stakes.
Current Capitalization. (a) Schedule 4.06(a) sets forth the Equity Securities of the Company (including the number and class or series, Preferred Return and Distribution Threshold (as applicable)) and the record ownership (including the percentage interests held thereby) of such Equity Securities, and such Equity Securities (i) are free and clear of all Liens, (ii) have not been issued in violation of preemptive or similar rights and (iii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in the Company Organizational Documents.
(b) True, correct and complete copies of each plan under which awards of Equity Securities have been made, all form equity award agreements used to evidence grants of Company Units or options to acquire Company Units or other Equity Securities of the Company to service providers, and all individual equity award agreements that materially differ from the forms from which they are based (except for differences in vesting schedules) have been provided to Acquiror, and each such plan and form equity award agreement has not been amended, modified or supplemented since being provided to Acquiror, and there are no agreements, understandings or commitments to amend, modify or supplement such plan or plans or form equity award agreements in any case from those provided to Acquiror.
(c) Except as set forth on Schedule 4.06(a), there are no outstanding or authorized options, promises of equity of the Company, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of the Company, other than as set forth in the Company LLC Agreement. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Equity Securities of the Company, other than as set forth in the Company Organizational Documents. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Company Equityholders may vote. The Company is not party to any equityholder agreement, voting agreement, proxies, registration rights agreement or other...
Current Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of (1) 400,000 shares of Company Common Stock, of which 217,619.2176 shares are issued and outstanding and (2) 224,800 shares of Company Preferred Stock, of which 42,800 are designated Series A Preferred Stock (of which 42,750.0000 are issued and outstanding), 80,000 are designated Series A-1 Preferred Stock (of which 60,013.4506 are issued and outstanding), 57,000 are designated Series B Preferred Stock (of which 57,000.0000 are issued and outstanding) and 45,000 are designated Series C Convertible Preferred Stock (of which 16,802.4526 are issued and outstanding). As of the date hereof, the number of shares of Company Common Stock set forth on Section 5.06(a) of the Company Disclosure Letter are issuable pursuant to Company Options. The outstanding shares of capital stock or other equity interests of the Company have been duly authorized and validly issued and are fully paid and nonassessable. As of the date hereof, Company Warrants exercisable for 9,814.0220 shares of Company Common Stock are issued and outstanding. The Company’s Governing Documents, the “put rights” under subscription agreements in respect of Company Preferred Stock entered into between the Company and certain holders of Company Preferred Stock set forth on Section 5.06(b) of the Company Disclosure Letter, this Agreement and the Transaction Agreements are the only documents that set forth the entitlement of the holders of Company A and B Preferred Stock in respect of the Transactions.
(b) Section 5.06(b) of the Company Disclosure Letter sets forth a complete and accurate list, as of March 1, 2021, (i) of holders of capital stock (including the number of shares owned by such person) and warrants (including the number of shares of Company Common Stock underlying such warrants and the exercise price thereof) and (ii) of holders of outstanding Company equity awards (including Company Options), including, on an award-by-award basis, the type of award, the name of the holder, the number of shares of Company Common Stock underlying the award, the vesting schedule, where applicable, and the exercise price, where applicable. Other than as set forth in Section 5.06(a) or (b) of the Company Disclosure Letter, there are (i) no subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Company Stock or, or other equity intere...
Current Capitalization. As of the Closing, the capitalization of Isodiol is as set forth in the financial statements filed with its periodic securities filings. The outstanding capital stock of Isodiol has been duly authorized and issued and is fully paid and nonassessable.
Current Capitalization. (a) As of the date hereof, the authorized capital stock of (i) Blyvoor Resources consists of 1,000 Blyvoor Resources Shares, 737 of which are currently outstanding and (ii) Tailings consists of 1,000 Tailings Shares, 100 of which are currently outstanding. The outstanding shares of capital stock or other equity interests of the Target Companies have been duly authorized and validly issued and are fully paid and nonassessable.
(b) The Target Companies have provided to Rigel, prior to the date of this Agreement, a list of holders of capital stock, warrants and equity awards of the Target Companies. Other than as set forth in this Section 6.06 (including in the lists referenced herein) or on Section 6.06(b) of the Target Company Disclosure Letter, there are (i) no subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Blyvoor Resources Shares and/or Tailings Shares, or other equity interests in, any Target Company, or any other Contracts to which any Target Company is a party or by which any Target Company or any of its assets or properties are bound obligating such Target Company to issue or sell any shares of capital stock of, other equity interests in or debt securities of, any Target Company, (ii) no equity equivalents, stock appreciation rights, restricted stock rights, restricted stock unit rights, phantom stock ownership interests or similar rights in any Target Company, (iii) as of the date hereof, (A) no outstanding contractual obligations of any Target Company to repurchase, redeem or otherwise acquire any securities or equity interests of any Target Company and (B) no outstanding bonds, debentures, notes or other indebtedness of any Target Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which any Target Company’s stockholders may vote, (iv) no shareholders agreements, voting agreements, proxies, registration rights agreements or other similar agreements relating to any Target Company’s equity interests to which any Target Company is a party and (v) as of the date hereof, no shares of common stock, preferred stock or other equity interests of any Target Company issued and outstanding.
Current Capitalization. (a) As of the date hereof, the share capital of the Company is set at $27,469.429 and consists of (i) 6,448 class A1 shares, (ii) 6,448 class B1 shares, (iii) 1,957,845 class C1 shares, (iv) 5,498,688 class C2 shares and (v) 20,000,000 class V shares, all in registered form and having a nominal value of $0.001, each, issued and outstanding as of the date of this Agreement. Set forth on Schedule 5.06(a) is a true, correct and complete list of each holder of shares or other equity interests of the Company and the number of shares or other equity interests held by each such holder as of the date hereof. Except as set forth on Schedule 5.06(a), as of the date hereof there are no other shares of common stock, preferred stock or other equity interests of the Company authorized, reserved, issued or outstanding. As of the date hereof, 417,479,759 CPECs have been issued and are held by Cision Owner.
(b) As of the date hereof there are (i) no subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for Company Shares or the equity interests of the Company (except for the CPECs), or any other Contracts to which the Company is a party or by which the Company is bound obligating the Company to issue or sell any shares of capital stock of, other equity interests in or debt securities of, the Company and (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company. As of the date hereof, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company. Except as set forth on Schedule 5.06(b), there are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Company’s stockholders may vote. Except for the Shareholders Agreement, as of the date hereof the Company is not party to any stockholders agreement, voting agreement or registration rights agreement relating to its equity interests.
(c) As of the date hereof, the outstanding shares of capital stock or other equity interests of the Company’s Significant Subsidiaries (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance in all material respects with applicable Law and (iii) were not issued in brea...
Current Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of: (i) 573,000,000 shares of Company Common Stock; and (ii) 383,910,610 shares of Company Preferred Stock, of which (A) 101,515,976 shares are designated as Company Series A Preferred Stock; (B) 113,956,319 shares are designated as Company Series B Preferred Stock; (C) 32,419,574 shares are designated as Company Series B-1 Preferred Stock; (D) 60,777,953 shares are designated as Company Series C Preferred Stock; (E) 22,869,771 shares are designated as Company Series C-1 Preferred Stock; (F) 24,871,033 shares are designated as Company Series Seed Preferred Stock; and (G) 27,499,984 shares are designated as Company Series Seed II Preferred Stock.
(b) As of the date of this Agreement (the “Capitalization Date”), there were: (i) 49,378,073 shares of Company Common Stock issued and outstanding (of which 2,634,548 are shares subject to a Company Restricted Stock Award); (ii) 101,515,976 shares of Company Series A Preferred Stock issued and outstanding; (iii) 113,956,319 shares of Company Series B Preferred Stock issued and outstanding (of which 1,459,315 are shares subject to a Company Restricted Stock Award); (iv) 32,419,574 shares of Company Series B-1 Preferred Stock issued and outstanding; (v) 60,399,952 shares of Company Series C Preferred Stock are issued and outstanding; (vi) 22,869,771 shares of Company Series C-1 Preferred Stock are issued and outstanding; (vii) 24,871,033 of Company Series Seed Preferred Stock issued and outstanding; and (viii) 27,499,984 shares of Company Series Seed II Preferred Stock issued and outstanding. All of the issued and outstanding shares of Company Stock have been duly authorized and validly issued and are fully paid and nonassessable.
(c) As of the Capitalization Date, there were outstanding (i) Company Options to purchase an aggregate 91,551,968 shares of Company Common Stock (of which options to purchase an aggregate of 63,438,720 shares of Company Common Stock were vested and exercisable and of which options to purchase an aggregate of 28,113,248 shares of Company Common Stock were unvested), and (ii) 42,426,022 additional shares of Company Common Stock were reserved for issuance pursuant to the 2017 Plan.
(d) As of the Capitalization Date, there were no outstanding Company Convertible Securities nor any obligations to issue any Company Convertible Securities.
(e) As of the Capitalization Date, other than the rights of (i) Company Options,...
Current Capitalization. (a) Schedule 4.06(a) sets forth as of the date hereof the Equity Securities of ZF (including the number and class or series (as applicable)) and the record ownership (including the percentage interests held thereby) thereof, and such Equity Securities are free and clear of all Liens and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) in each case imposed by or resulting from any Contract to which ZF is a party and have been duly authorized, validly issued, are, in the case of shares of stock, fully paid and non-assessable, and have not been issued in violation of preemptive or similar rights. With respect to each ZF Option and ZF Restricted Share award, Schedule 4.06(a) sets forth, as of the date hereof (as applicable): (i) the name of the holder thereof; (ii) the number of shares of ZF Common Stock issuable upon the exercise of such ZF Option or subject to such ZF Restricted Share award, as applicable; (iii) in the case of a ZF Option, the exercise price thereof; (iv) the date of grant thereof; (v) in the case of a ZF Option, the expiration date thereof; (vi) in the case of a ZF option, whether such option is intended to be an incentive stock option under Code Section 422; and (vii) the vesting schedule for such ZF Option or ZF Restricted Share award. Each grant of a ZF Option or a ZF Restricted Share was made in all material respects in accordance with the terms of the applicable governing plan document and award agreements and applicable Law. All ZF Options were granted with a per share exercise price at least equal to the fair market value of the underlying share of ZF Common Stock on the date such ZF Option was granted (within the meaning of Section 409A or Section 422 of the Code and the Treasury Regulations promulgated thereunder). Except for the Equity Securities of ZF set forth on Schedule 4.06(a), as of the date hereof, there are no other Equity Securities of ZF authorized, reserved, issued or outstanding other than Equity Securities authorized under the ZF Certificate of Incorporation and Equity Securities reserved for issuance under the ZF Option Plan.
(b) Except as set forth on Schedule 4.06(a), as of the date hereof, there are no outstanding or authorized stock options, equity appreciation rights, phantom equity, profit participation, restricted stock, restricted stock unit, performance stock unit, or similar compensatory equity or equity-linke...
Current Capitalization. As of the Closing, the capitalization of CMC is as set forth in the financial statements filed with its periodic securities filings. The outstanding capital stock of CMC has been duly authorized and issued and is fully paid and nonassessable.
Current Capitalization. NVPR has no commitment to issue nor will it issue any member interests or other capital stock or any securities or obligations convertible into or exchangeable for, or giving any person any right to acquire from NVPR, any of its member interests or capital stock.
Current Capitalization. Attached hereto as Exhibit C is a true, correct and complete capitalization table as of June 30, 2010 showing all authorized and outstanding securities of the Company as of the date hereof, including all stock, options, warrants and other rights of any kind, whether oral or written, to purchase or acquire securities of the Company.