The Capital Stock Clause Samples

The Capital Stock clause defines the types and amounts of shares that a corporation is authorized to issue. It typically specifies the classes of stock, such as common and preferred shares, and outlines their respective rights, privileges, and limitations. For example, it may state how many shares of each class exist and whether certain shares have voting rights or dividend preferences. This clause is essential for establishing the ownership structure of the company and provides clarity to investors and stakeholders regarding their rights and interests in the corporation.
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The Capital Stock. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to any preemptive rights. All issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Section 3.17 of the Disclosure Letter as of the date hereof, neither the Company nor any Subsidiary has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are currently no shares of the Company's preferred stock outstanding. (i) The Shares have been duly and validly authorized by the Company and the Shares, when issued, sold and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable upon conversion of the Shares have been duly and validly authorized by the Company and, when issued in accordance with the terms of the Shares, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable on conversion of the Shares at the initial conversion price have been reserved for issuance, and no further approval or authority of the stockholders or the Board of Directors of the Company (the "Board of Directors") under the Delaware General Corporation Law will be required for such issuance of Common Stock following the Closing. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement or the issuance of Common Stock on conversion of the Shares. (ii) Except as set forth in Section 3.17 of the Disclosure Letter, no security holder of the Company has any right which has not been satisfied or waived to require the Company to register the sale of any securities owned by such security holder under the Securities Act.
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The Capital Stock. Pursuant to the Articles of Incorporation of the Company, the Company is authorized to issue 2,000,000 shares of Preferred Stock, _____ of which have been issued as of the date hereof, _____ shares of Class A Common Stock, _____ of which have been issued as of the date hereof, and ___ shares of Common Stock, _____ of which have been issued as of the date hereof. Except as disclosed on Schedule 3.3 hereto, there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company to issue, transfer or sell any shares of stock or equity interest of the Company.
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The Capital Stock. The outstanding shares of capital stock or other equity interests of QC have been duly authorized and validly issued, are fully paid and nonassessable, and were not issued in violation of any preemptive or similar rights; except as disclosed in the Offering Circular.
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The Capital Stock. (a) Pursuant to the Articles of Amendment and Restatement, dated May 30, 1997, the Company is authorized to issue 199,650,000 shares of Common Stock, 16,636,955 of which are issued and outstanding. Pursuant to the Articles Supplementary of the Company, dated May 30, 1997, the Company is authorized to issue 2,000,000 shares of Preferred Stock, none of which have been issued as of the date hereof and 350,000 shares of Class A Common Stock, 339,806 of which are issued and outstanding as of the date hereof. Upon consummation of the transactions contemplated by the Operative Documents: (i) no shares of the Class A Common Stock will be issued and outstanding, (ii) the Company will be authorized to issue 350,000 shares of Class A-1 Common Stock, and (iii) the Company will have issued 339,806 shares of Class A-1 Common Stock. Except as disclosed on Schedule 2.3(a) hereto and in a letter agreement of even date herewith relating to the issuance by the Company of shares of Class A-1 Common Stock of the Company executed by the Company and the Investor, and as issued or entered into with current or former directors or employees, there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company to issue, transfer or sell any shares of stock or equity interest of the Company. (b) As of the date hereof, there are no issued and outstanding beneficial interests in the Trust. Upon consummation of the transaction contemplated by the Operative Documents and a Subscription Agreement of even date herewith executed by the Company, the Trust will have issued and outstanding $25,000,000 of Preferred Securities and $775,000 of Common Securities. Except as provided for in the Operative Documents, there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Trust to issue, transfer or sell any beneficial interests in the Trust.
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The Capital Stock. The outstanding shares of capital stock or other equity interests of each of QCII and each of the Significant Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, and were not issued in violation of any preemptive or similar rights; except as disclosed in the Offering Memorandum, all of the outstanding shares of capital stock or other equity interests of each of the Significant Subsidiaries are owned, directly or indirectly by QCII, free and clear of all liens, encumbrances, equities and claims (other than (i) liens to be released in connection with the payment of indebtedness outstanding under the Second Amended and Restated Credit Agreement, dated as of August 30, 2002, as amended, among QCII, QSC, other Subsidiaries of QCII, Bank of America, N.A., as administrative agent, and the other lenders named therein (the "Existing QSC Credit Facility"), (ii) liens to be created in connection with the execution of the Credit Agreement to be dated as of February 2004, among the Company, QSC, Bank of America, N.A., as administrative agent, and the other lenders named therein (the "New QSC Credit Facility"), (iii) liens created on December 26, 2002 under (x) the indenture among QSC, the guarantors named therein and Bank One Trust company, N.A. relating to the 13% Senior Subordinated Secured Notes due 2007, the 131/2% Senior Subordinated Secured Notes due 2010 and the 14% Senior Subordinated Secured Notes due 2014 (the "Existing Senior Sub Notes Indenture") and (y) the indentures dated as of November 4, 1998 and November 27, 1998, respectively, between QCII and Bankers Trust Company relating to the 7.50% Senior Notes due 2008 of QCII and the 7.25% Senior Notes due 2008 of QCII (the "Existing QCII 2008 Indentures")) and (iv) liens to be created on the Closing Date under the Indenture, or restrictions on transferability or voting (other than those imposed by the Securities Act, or the securities or "Blue Sky" laws of certain jurisdictions).
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The Capital Stock. Pursuant to the Charter of the Company, the Company is authorized to issue 2,000,000 shares of Preferred Stock, none of which have been issued as of the date hereof, 350,000 shares of Class A Common Stock, 339,806 of which have been issued as of the date hereof, and 17,650,000 shares of Common Stock, 4,596,313 of which have been issued as of the date hereof. Except as disclosed on Schedule 3.3 hereto, there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company to issue, transfer or sell any shares of stock or equity interest of the Company.
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The Capital Stock. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to
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The Capital Stock. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to any pre emptive rights. Except as disclosed in Section 2.10 of the Disclosure Letter, as of the date hereof, the Company has no outstanding options to purchase, or any preemp tive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. (b) The Shares have been duly and validly authorized by the Com pany and the Shares, when issued, sold and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable.
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The Capital Stock. SFI represents and warrants that SFI has, and at the Closing will have, good and indefeasible title to all the Capital Stock, free and clear of all mortgages, liens, security interests or encumbrances of any nature whatsoever.
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Related to The Capital Stock

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Capital Stock The authorized capital stock of the Company consists solely of 50,000,000 shares of common stock, par value $0.01 per share ("Company Common Stock"), and 25,000,000 shares of preferred stock, par value $0.01 per share ("Company Preferred Stock"). As of July 10, 2002, 15,316,062 shares (including restricted stock issued to employees of the Company but which shares have not been issued in certificated form) of Company Common Stock were issued and outstanding; no shares were held in the treasury of the Company. Since such date, there has been no change in the number of issued and outstanding shares of Company Common Stock or shares of Company Common Stock held in treasury and 413,398 and 775,644 shares were reserved for issuance under the Company's 1993 Stock Option Plan and Parallel Non-Qualified Savings Plan, respectively. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance (including the shares of New Preferred Stock issuable in the Offer and the shares of Company Common Stock issuable on conversion thereof) will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement and the Company Rights Agreement, and except as disclosed in the Disclosure Schedule (as defined in Section 8.11), there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of the Company or to grant, extend or enter into any Option with respect thereto or "phantom" stock rights or otherwise provide any payment or compensation based on "phantom" stock or measured by the value of the Company's stock, assets, revenues or other similar measure.

  • Authorized Capital Stock The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 551,000,000 shares, consisting of (a) 550,000,000 shares of common stock (the “Common Stock”), including (i) 490,000,000 shares of Class A Common Stock (the “Class A Common Stock”), and (ii) 60,000,000 shares of Class E Common Stock (the “Class E Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”).

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.