Capital Stock of the Parent Sample Clauses

Capital Stock of the Parent. Immediately prior to the Effective Time, the Parent shall have an aggregate of eight million (8,000,000) shares of Parent Common Stock issued and outstanding and two million (2,000,000) shares of Series A preferred stock, no par value, of the Parent (the "Series A Preferred Stock") issued and outstanding. The Articles of Amendment to the Articles of Incorporation of the Parent Designation of Powers, Preferences and Rights of Series A Preferred Stock is attached hereto as EXHIBIT 2.02.
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Capital Stock of the Parent. Immediately prior to the Effective Time, the Parent shall have issued and outstanding an aggregate of 4,875,020 shares of Parent Common Stock, including 3,000,000 shares of Common Stock sold by the Parent at a price of not less than $1.25 per share pursuant to a Rule 506 Offering (the "Rule 506 Offering") under the Securities Act of 1933, as amended (the "Act").
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Capital Stock of the Parent. The capital stock of Parent consists of ordinary shares, no par value per share. As of the date hereof, (i) 57,027,740 Parent Shares were issued and outstanding, (ii) no Parent Shares were held by the Parent in its treasury, (iii) 22,158,526 unissued Parent Shares were reserved for issuance pursuant to outstanding listed options over fully paid ordinary shares, and (iv) 1,1740,000 unissued Parent Shares were reserved for issuance pursuant to outstanding unlisted options over fully paid ordinary shares pursuant to Parent’s Employee Share Option Plan.. All outstanding Parent Shares have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in Section 4.06 of the Parent Disclosure Letter, there are no outstanding (i) shares of capital stock or voting securities of the Parent, (ii) securities of the Parent (including debt securities) convertible into or exchangeable for shares of capital stock or voting securities of the Parent, or (iii) options or other rights to acquire from the Parent, and there is no obligation of the Parent to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Parent.
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Capital Stock of the Parent. 5.04.1 The authorized capital stock of the Parent consists solely of those common shares disclosed to be issued in its last financial statements.
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Capital Stock of the Parent. The authorized capital stock of the Parent consists of the following:
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Capital Stock of the Parent. The authorized capital stock of the Parent consists of 19,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share. Upon consummation of the transactions contemplated by this Agreement and the surrender of the certificates representing the shares of Merging Corporation Common Stock in accordance with Section 1.08 below, the Sellers will acquire the shares of Parent Common Stock free and clear of all encumbrances and the shares of Parent Common Stock will be fully paid and nonassessable.
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Capital Stock of the Parent. 5.04.1 The authorized capital stock of the Parent consists solely of 100,000,000 common shares, $.0001 par value per share ("Parent Common Shares") and 20,000,000 preferred shares which may be issued in classes or series at the discretion of the Board of Directors of the Parent (the "Preferred Shares") of which 5,000,000 Parent Common Shares and nil Preferred Shares are issued and outstanding on the date hereof. The Parent further warrants that it will cause all but 150,000 of the Parent Common Shares to be canceled on or before the Closing Date.
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Capital Stock of the Parent. (a) The authorized capital stock of Parent consists of (i) 50,000,000 shares of Common Stock, par value $0.001 per share, of which 557,884 (following the cancellation of 1,768,785 and issuance of 500,000 shares of Parent Common Stock pursuant to the Indemnity Agreement executed simultaneously herewith) are issued and outstanding as of the date hereof; (ii) no shares of Preferred Stock; and (ii) no shares of capital stock of Parent in treasury. Each share of the issued and outstanding Parent Common Stock is duly authorized, validly issued, fully paid and nonassessable. Section 4.4(a) of the Parent Disclosure Schedule sets forth a complete and accurate list specifying the number of shares of Parent Common Stock held by each Parent stockholder.
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Related to Capital Stock of the Parent

  • 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 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.

  • 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.

  • 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.

  • 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.

  • 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:

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

  • 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.

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