Capital Stock of the Issuer Sample Clauses

Capital Stock of the Issuer. The Pledgor represents that it is the registered and beneficial owner of the shares of capital stock and percentage of the total of all such equity interests or voting securities of the Issuer set forth on Schedule 1 hereto, as such schedule may be amended by the Pledgor from time to time, which stock and voting securities are owned free and clear of all liens, warrants, options, rights to purchase, rights of first refusal and other interests of any person other than those of the Lenders, as provided for in connection with the Repurchase Right, or as permitted by the BLA. The outstanding shares of capital stock and voting securities of the Issuer have been duly authorized and are validly issued, fully paid and non-assessable. The Pledgor shall amend Schedule 1 from time to time as necessary for the information thereon to be true and correct. Schedule 1 shall be amended by the Pledgor’s delivery of an amended Schedule 1 to Dacotah in accordance with Section 2 of this Pledge Agreement.
Sample 1
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Capital Stock of the Issuer. All of the issued and outstanding shares of capital stock of the Issuer have been duly authorized and validly issued, are fully paid and nonassessable, and were not issued in violation of, and are not subject to, any preemptive or similar rights.
Sample 1Sample 2
Capital Stock of the Issuer. The completion of the Merger will not affect or change the number of shares of the Issuer's capital stock authorized in the Issuer's Certificate of Incorporation and, except pursuant to the Reverse Split or as otherwise provided in this Agreement, will not affect or change the shares of Issuer Common Stock which are outstanding as of the date of this Agreement; provided, however, that the Issuer shall not issue any additional shares of its capital stock, or rights to purchase its capital stock, prior to the Merger, the maximum number of shares of Common Stock which the Issuer will have outstanding immediately prior to the Merger after giving effect to the Reverse Split (and not taking into account the additional shares which will result from rounding up to the nearest whole the fractional shares which will result from the Reverse Split) will be 3,723,980 shares, the Issuer will have, immediately prior to the Merger, no options, warrants or other rights to purchase its capital stock other than stock options to purchase 44,020 shares of Issuer Common Stock after giving effect to the Reverse Split, and, except as provided in this Agreement, the Issuer will have no other class of capital stock outstanding immediately prior to the Merger.
Sample 1

Related to Capital Stock of the Issuer

  • 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.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (collectively, “Restricted Payments”), except that:

  • Subsidiaries; Capital Stock As of the Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options and restricted stock units granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Parent Borrower or any Restricted Subsidiary, except (i) with respect to Capital Stock of Loan Parties, as created by the Loan Documents and (ii) otherwise, as permitted by this Agreement.

  • 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:

  • Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

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

  • Stock of Subsidiaries Permit any of its Subsidiaries to issue any additional shares of its capital stock except director's qualifying shares.

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