The Company Capital Stock Sample Clauses

The Company Capital Stock. The Company agrees that it will cause the Merger Shares at the Effective Time pursuant to Section 1.6(b) to be available for such purposes. The Company further covenants that at the Closing, and including the issuance of the Merger Shares and the retirement and cancellation of 5,000,000 shares of Common Stock by the Company, following the Split there will be no more than 38,000,000 shares of the Common Stock, 3,000,000 shares of Series A Preferred Stock and 250,000 shares of Series B Preferred Stock issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.
Sample 1See All (4)
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The Company Capital Stock. The Company agrees that it will cause the Merger Shares at the Effective Time pursuant to Section 1.6(b) to be available for such purposes. The Company further covenants that at the Closing, and including the issuance of the Merger Shares, the shares of Common Stock sold in the “Offering” and underlying the “Debentures” (as those terms are defined herein) there will be no more than 95,873,000 shares of the Common Stock issued and outstanding, and that other than the Debentures (as defined herein) and options to purchase 1,000,000 shares of Common Stock at an exercise price of $0.10 per share, no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.
Sample 1
The Company Capital Stock. The Company agrees that it will cause the Merger Shares at the Effective Time pursuant to Section 1.6(b) to be available for such purposes. The Company further covenants that at the Closing, and including the issuance of the Merger Shares, and the shares of Common Stock sold in the “MaximumOffering” (as those terms are defined herein) and following a forward-split of the Common Stock on 12.35 for 1 (12:35:1) basis as set forth herein and the retirement by the Company of 3,500,000 shares of Common Stock held by Mt. Laurel Holdings, Inc. (the “Share Cancellation”) there will be approximately 41,500,000 shares of the Common Stock issued and outstanding and that, no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.
Sample 1
The Company Capital Stock. Such Seller has good and valid title to the shares of Company Capital Stock set forth next to such Seller’s name on Exhibit E, free and clear of all Encumbrances. Assuming Buyer has the requisite power and authority to be the lawful owner of such shares of Company Capital Stock, upon delivery to Buyer at the Closing of instruments of assignment in respect of such shares of Company Capital Stock, duly executed by such Seller, good and valid title to such shares of Company Capital Stock will pass to Buyer, free and clear of any Encumbrances. Other than this Agreement, such shares of Company Capital Stock are not subject to any voting trust agreement or other contract or agreement, including any contract restricting or otherwise relating to the voting, dividend rights or disposition of such shares of Company Capital Stock.
Sample 1
The Company Capital Stock. The Company agrees that it will cause the Merger Shares at the Effective Time pursuant to Section 1.6(b) to be available for such purposes. The Company further covenants that at the Closing, and including the issuance of the Merger Shares, the sale of shares of Common Stock sold in the "Offering" in the "Maximum Offering Amount" (as those terms are defined herein), and the retirement by the Company of 5,000,000 shares of Common Stock held by Txx Xxxx and 5,000,000 shares of Common Stock held by Jxxx Xxxxx (the "Share Cancellation"), there will be approximately 40,300,000 shares of the Common Stock issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.
Sample 1
The Company Capital Stock. (a) The authorized capital stock of the Company consists only of 1,000 shares of common stock, $.01 par value per share, of which 100 shares are outstanding; all of such outstanding shares are owned directly by Seller. All of the Shares have been duly authorized and validly issued and are fully paid and non-assessable. The Shares are not subject to any liens or restrictions on transfer, other than restrictions imposed by applicable securities laws. There is no authorized or outstanding option, subscription, warrant, call, right, commitment or other agreement obligating the Company (or Seller with respect to the capital stock of the Company) to issue or transfer any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.
Sample 1

Related to The Company Capital Stock

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

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock (as defined below) or any capital stock of Merger Sub:

  • Company Capital No Member shall be paid interest on any Capital Contribution to the Company or on such Member’s Capital Account, and no Member shall have any right (i) to demand the return of such Member’s Capital Contribution or any other distribution from the Company (whether upon resignation, withdrawal or otherwise), except upon dissolution of the Company pursuant to Section 20.3 hereof, (ii) to cause a partition of the Company’s assets, or (iii) to own or use any particular or individual assets of the Company.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • 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.

  • No Further Ownership Rights in Company Capital Stock All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any cash paid in respect thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

  • 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 Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Capital Stock Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

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