Authorized and Outstanding Stock Sample Clauses

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company consists of 1,000,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”) and 100,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). Of such Preferred Stock, upon the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, 400,000 shares will be designated as the Series A Preferred Stock.
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Authorized and Outstanding Stock. 4 2.5 Subsidiaries .........................................................4 2.6
Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) consists of 100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”), and 5,500 shares of Preferred Stock have been designated as the Series B Preferred Stock and 1,000,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock.
Authorized and Outstanding Stock. (a) The authorized capital stock of He-Ro consists of (i) 25,000,000 shares of Common Stock of which 6,717,333 shares are validly issued and outstanding and, based on He-Ro's transfer agent list, as of a date not more than thirty (30) days prior to this Agreement attached hereto as Schedule 2.6(a), held of record by the shareholders set forth thereon; and all shareholders known to He-Ro who own of record in excess of 5% of the Common Stock of He-Ro are set forth on Schedule 2.6(b) (setting forth such person's name, amount of shares of Common Stock owned by such person and the percentage of outstanding Common Stock owned by such person, as calculated in accordance with the proxy rules of the Exchange Act), and (ii) 1,000,000 shares of preferred stock, $.01 par value, none of which are currently outstanding. Except as set forth on Schedule 2.6(c), there are no treasury shares held by He-Ro. All issued and outstanding shares of capital stock of each Subsidiary are duly and validly authorized, validly issued and fully paid and non-assessable. All issued and outstanding shares of capital stock of He-Ro and its Subsidiaries are free from any restrictions on transfer, except for restrictions imposed by federal or state securities or "blue-sky" laws. A sufficient number of authorized but unissued shares of Common Stock has been reserved for issuance in accordance with the terms of this Agreement. Except as otherwise set forth in Schedule 2.6(c), there are no outstanding warrants, options (including, but not limited to, options granted under the He-Ro's stock option plans), commitments, preemptive rights, rights to acquire or purchase, conversion rights or demands or any character relating to the capital stock or other securities of He-Ro (collectively the "Stock Rights"). Schedule 2.6(c) sets forth a detailed listing of the following items with respect to the Stock Rights: (i) the name of each holder of the Stock Rights, (ii) the number of shares subject to such Stock Rights, (iii) the exercise price for the shares to be issued pursuant to such Stock Rights, (iv) the vesting schedule for such Stock Rights, and (v) any other material information with respect to the Stock Rights. All issued and outstanding shares of Common Stock of He-Ro were issued (i) in transactions duly registered under the Securities Act, or in transactions exempt from the registration provisions of the Securities Act, and (ii) in compliance with or in transactions exempt from the registration ...
Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) consists of 100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $.01 per share (the "Preferred Stock"), and 1,000,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock.
Authorized and Outstanding Stock. SCHEDULE 5.4 attached hereto contains the name and address of each Isys Shareholder and the number of Shares owned by each Isys Shareholder. The authorized capitalized stock of Isys is set forth on SCHEDULE 5.4. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. Except as set forth on SCHEDULE 5.4, no Shares are held in the treasury of Isys or reserved for issuance. Except as set forth on SCHEDULE 5.4, there are not as of the date hereof and there will not be at the effective time any outstanding or authorized options, warrants, call rights, commitments or any other agreements of any character to which Isys is a party, or by which it is bound, requiring it to issue, transfer, sell, purchase, redeem or acquire any shares of capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock or other securities of Isys. There are not as of the date hereof and there will not be at the Effective Time any shareholder agreement, voting trust or other agreements or understandings to which Isys or Rombxxx xx bound relating to the Shares. Each Isys Shareholder has good and valid title to the shares specified on SCHEDULE 5.4 as being owned by him, free and clear of all liens, charges, encumbrances, pledges, voting agreements and any other encumbrances or restrictions on transfer. All issued and outstanding shares of capital stock of the Isys were issued (i) in transactions exempt from the registration provisions of the Securities Act of 1933, as amended (the "Act"), and (ii) in compliance with or in transactions exempt from the registration provisions of applicable state securities or blue-sky laws.
Authorized and Outstanding Stock. (a) The authorized capital stock of the Company consists of 100,000,000 shares of common stock, $0.001 par value per share (“Common Stock”), and 5,000,000 shares of preferred stock, $0.001 per value per share (“Preferred Stock”). Of such Preferred Stock, (i) 1,321,514 shares of Preferred Stock are designated as Series A Convertible Preferred Stock (“Series A Preferred Stock”) and (ii) upon the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, 65,000 shares will be designated as the Series B Preferred Stock. The Company does not have any other issued and outstanding shares of Preferred Stock. (b) As of December 20, 2023, (i) 34,697,019 shares of Common Stock were issued and outstanding, (ii) 1,837,013 shares of Common Stock were held by the Company as treasury shares, (iii) 1,609,979 shares of Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Common Stock or in connection with the settlement of outstanding vested or unvested restricted stock units or performance shares awards issued pursuant to the Stock Plans or the vesting of outstanding unvested restricted stock units not issued pursuant to the Stock Plans (assuming, in the case of any awards that are subject to the attainment of performance goals, that applicable performance goals are attained at the maximum level), (iv) no shares of Common Stock have been purchased by employees of the Company under the Company’s employee stock purchase plan but have not yet been issued; (v) an additional 603,814 shares of Common Stock are reserved for future issuance to employees of the Company under the Company’s employee stock purchase plan, and (vi) no shares of Series A Preferred Stock were issued and outstanding. (c) All of the issued and outstanding shares of Common Stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares will be, duly authorized and validly issued and fully paid and non-assessable. The shares of Common Stock issuable upon conversion of the Purchased Shares or Optional Shares (the “Conversion Shares”) have been reserved for issuance and, when issued upon conversion thereof in accordance with the terms of the Certificate of Designations in accordance with their terms will be validly issued and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer under applicable law or any contract to which the Company is a part...
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Authorized and Outstanding Stock. After giving effect to the transactions contemplated hereby, the authorized capital stock of the Company will consist of (i) 30,000,000 shares of its common stock, par value $0.01 per share (the "Common Stock"), of which 9,532,862 shares were issued and outstanding as of March 8, 2002, and (ii) 9,000,000 shares of preferred stock, of which (a) 4,000,000 shares have been designated as Series A Preferred Stock, par value $0.01 per share, no shares of which are outstanding, and (b) 1,500,000 shares have been designated as Series B Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), 666,667 shares of which are issued and outstanding. Except as disclosed in the Company SEC reports (as defined below) and in the Transaction Documents, there are no outstanding subscriptions, options, warrants, phantom rights, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the Company. Except as set forth in the Company SEC Reports, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or any interests therein. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company will have been duly and validly authorized and issued and will be fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. Assuming the accuracy of the Investor's representations in Section III, the offer, issuance, sale and delivery of the Shares and Conversion Shares are or will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act") and the qualification or registration provisions of applicable state securities laws. The Company has duly and validly authorized and reserved 666,667 shares of Common Stock for issuance upon conversion of the Series B Preferred Stock, and the Conversion Shares so issued in accordance with the Certificate of Incorporation will, upon such conversion and issuance, be validly issued, fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. There are no preemptive rights, rights of first refusal, put or call rights or obligations or anti-dilution rights with respect to the issuance, sale or redemption of the Comp...
Authorized and Outstanding Stock. The authorized capital stock of the Company consists of 5,000,000 shares of common stock and 1,000,000 shares of preferred stock, par value $1.00 per share. As of the date hereof, 1,301,101 shares of Company common stock are fully paid, validly issued, nonassessable and outstanding, and 288,202 shares of common stock are held as treasury stock. No shares of preferred stock are issued or outstanding.
Authorized and Outstanding Stock. The authorized capital stock of the Company consists of (i) 50,000,000 shares of Common Stock, of which 650,000 shares are validly issued and outstanding on the date hereof and are held of record and owned beneficially as set forth in Schedule 2.4 hereto; and (ii) 150,000 shares of Preferred Stock, all of which have been designated as Series A Preferred Stock with the rights, terms and privileges set forth in Exhibit A, and of which no shares are issued or outstanding. There are no treasury shares held by the Company. All issued and outstanding shares of capital stock are, and when issued in accordance with the terms hereof, all Purchased Shares and Conversion Shares issued upon conversion of the Purchased Shares will be, duly and validly authorized, validly issued and fully paid and non-assessable and free from any restrictions on transfer, except for restrictions imposed by federal or state securities or "blue-sky" laws and except for those imposed pursuant to this Agreement or any Related Agreement. Except as set forth on Schedule 2.4 hereto, there are no outstanding warrants, options, commitments, preemptive rights, rights to acquire or purchase, conversion rights or demands of any character relating to the capital stock or other securities of the Company.
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