Issued and Outstanding Capital Stock Sample Clauses
The 'Issued and Outstanding Capital Stock' clause defines the total number of shares that a company has formally issued to shareholders and that remain in circulation, excluding any shares that have been repurchased or are held in treasury. This clause typically specifies the classes of stock involved, such as common or preferred shares, and may detail the number of shares authorized versus those actually issued and outstanding at a given time. Its core function is to provide clarity regarding the company's equity structure, which is essential for determining ownership percentages, voting rights, and for facilitating accurate due diligence in transactions.
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Issued and Outstanding Capital Stock. The shares of issued and outstanding capital stock of the Company immediately prior to the Closing have been duly authorized and validly issued, and are fully paid and nonassessable with no personal liability attaching to the ownership thereof; none of the shares of outstanding capital stock of the Company are subject to preemptive or similar rights of the stockholders of the Company or others. Schedule 1 hereto contains a list of (i) all holders of record of capital stock of the Company, including the number of shares of capital stock held by each such holder, and (ii) all outstanding warrants, options, agreements, convertible securities or other commitments pursuant to which the Company is or may become obligated to issue any shares of its capital stock or other securities, which names all persons entitled of record to receive such shares or other securities, the shares of capital stock or other securities required to be issued thereunder as of the date hereof and the price per share, if any, payable with respect to the issuance of any share of capital stock issuable thereunder. The Company has no knowledge after due inquiry of the names of any beneficial owners of shares of capital stock of the Company who are not otherwise holders of record. Except as set forth on Schedule 1 or as contemplated by the Documents, the Certificate of Incorporation or the Series A Certificate of Designation there are, and immediately after the Closing there will be, no rights, including preemptive or similar rights, to purchase or otherwise acquire shares or sell or otherwise transfer shares of the capital stock of the Company pursuant to any provision of law, the Certificate of Incorporation or the Company's by-laws, or any agreement to which the Company is a party; and, except as set forth on Schedule 1 or as contemplated by the Documents, the Certificate of Incorporation or the Series A Certificate of Designation, to the Company's knowledge after due inquiry, there are no agreements, restrictions or encumbrances (including, without limitation, any right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement, stockholders' agreement, or the like, whether or not the Company is a party thereto) with respect to the purchase, sale or voting of any shares of capital stock of the Company (whether outstanding or issuable upon conversion or exercise of outstanding securities). Except as contemplated by the Documents, the Certi...
Issued and Outstanding Capital Stock. As of November 18, 2020, there were 340,362,615 shares of our Common Stock outstanding, and no shares of Preferred Stock outstanding.
Issued and Outstanding Capital Stock. Clarant shall not have issued or agreed to issue any capital stock, option or other security exercisable or exchangeable for, or convertible into, capital stock of Clarant other than the capital stock and options specifically set forth in the Draft Registration Statement, and Contributor shall be the largest single stockholder of Clarant.
Issued and Outstanding Capital Stock. As of the date hereof, there are issued and outstanding (a) 5,468,851 shares of Common Stock, (b) 2,715,798 shares of Series A Preferred Stock, (c) 2,352,941 shares of Series B Preferred Stock, (d) 1,476,510 shares of Series C Preferred Stock and (e) 1,313,484 of Series D Preferred Stock. In addition, 65,580 shares of Common Stock are held as treasury stock and no other shares of treasury stock are held by the Company. All of such shares are held of record and, to the Company’s Knowledge, beneficially by the Persons and in the respective amounts set forth in Section 3.2(b) of the Disclosure Schedule, to the Company’s Knowledge free and clear of any Encumbrances. Immediately prior to the Effective Time, each share of Preferred Stock shall automatically be converted to Common Stock without any right to receive a liquidation preference.
Issued and Outstanding Capital Stock. To AEGON's knowledge, all of the outstanding shares of capital stock of AUSA Life have been duly authorized and validly issued, are fully paid, non-assessable and free of preemptive rights and are owned by AEGON free and clear of any Liens or Encumbrances.