CORPORATE CAPITALIZATION Sample Clauses

CORPORATE CAPITALIZATION i. Immediately prior to, or simultaneously with, the Closing, the Corporation's authorized capital stock shall include only two authorized classes of capital stock consisting of (i) sixteen million (16,000,000) shares of Preferred Stock, fifteen million (15,000,000) shares of which shall be designated as Series A Convertible Preferred Stock, and (ii) forty million (40,000,000) shares of a sole class of Common Stock.
Sample 1
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CORPORATE CAPITALIZATION i. Immediately prior to, or simultaneously with, the Closing, the Corporation's authorized capital stock shall include only two authorized classes of capital stock consisting of (i) sixteen million (16,000,000) shares of Preferred Stock, fifteen million (15,000,000) shares of which shall be designated as Series A Convertible Preferred Stock, and (ii) forty million (40,000,000) shares of a sole class of Common Stock. The Corporation intends to issue in late November, 1995 through early December, 1995 an aggregate of four million four hundred forty- four thousand four hundred forty-four (4,444,444) shares of series A Preferred Stock, including the issuance of the shares hereunder (the "Intended Series A Shares"). Immediately prior to, or simultaneous with, the Closing (without taking into consideration the Closing), the Corporation will have a total of five hundred seventy-three thousand two hundred fifty (573,250) shares of Common Stock outstanding; and up to one million four hundred eighty thousand three hundred twenty-five (1,480,325) shares of Common Stock subject to issuance pursuant to outstanding options (the "Options") granted to employees under stock plans or to certain investors under option agreements. All issued and outstanding shares of capital stock will have been duly authorized and validly issued and will be fully paid and nonassessable. The Corporation has reserved four million four hundred forty-four thousand four hundred forty-four (4,444,444) shares of Series A Preferred Stock for issuance of the Intended Series A Shares and four million four hundred forty-four thousand four hundred forty-four (4,444,444) shares of Common Stock for issuance upon conversion. The Corporation has also reserved (a) four million four hundred forty-four thousand four hundred forty-four (4,444,444) shares of its Common Stock for issuance upon conversion of the Series A Convertible Preferred Stock issued and outstanding prior to the issuance hereunder; (b) one million four hundred eighty thousand three hundred twenty-five (1,480,325) shares of its Common Stock for issuance upon exercise of the Options.
Sample 1
CORPORATE CAPITALIZATION. OUTSTANDING OPTIONS Xxxxx Xxxxxxx 8,334 Xxxx Xxxxxxx 50,000 Xxxxxx Childs 10,000 Xxxx Xxxxx 20,000 Xxxxxx Xxxx 3,500
Sample 1
CORPORATE CAPITALIZATION i. Immediately prior to, or simultaneously with, the Closing, the Corporation's authorized capital stock shall include only two (2) authorized classes of capital stock consisting of thirty-five million (35,000,000) shares of Preferred Stock, six million (6,000,000) shares of which have been designated as Series A Preferred Stock, and fifteen million (15,000,000) shares of which have been designated as Series B Preferred Stock, and one hundred million (100,000,000) shares of Common Stock. The Corporation's stockholders have approved an amendment to the Corporation's Amended and Restated Certificate of Incorporation to authorize the issuance of Series C Preferred Stock at least equal to the number of Purchased Shares, with the rights, designations, powers, preferences, rights, qualifications, limitations and restrictions as set forth in the Certificate of Incorporation. Except as set forth in Schedule 3.b.i. attached hereto, (i) no person owns of record or is known to the Corporation to own beneficially any share of Common Stock, Series A Convertible Preferred Stock, Series B Convertible Preferred Stock or Series C Preferred Stock; (ii) no subscription, warrant, option, convertible security, or other right (contingent or otherwise) to purchase or otherwise acquire equity securities of the Corporation is authorized or outstanding; and (iii) there is no commitment by the Corporation to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in Schedule 3.b.i., the Corporation has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. All of the outstanding securities of the Corporation were issued in compliance with all applicable Federal and state securities laws. As of the Closing, each Share of Series A Convertible Preferred Stock is convertible into two (2) Shares of Common Stock, and each share of Series B Convertible Preferred Stock is convertible into one (1) share of Common Stock. As of the Closing, the Certificate of Incorporation attached hereto as Exhibit A will be in force and effect, without further modification or amendments, except for the necessary information noted therein in brackets.
Sample 1
CORPORATE CAPITALIZATION a. Liposome's authorized capital stock consists of two authorized classes of capital stock, consisting of 60,000,000 shares of common stock, of which 34,415,721 shares are issued and outstanding, and 2,400,000 shares of preferred stock of which no shares are issued or outstanding. All issued and outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable.
Sample 1
CORPORATE CAPITALIZATION i) The Corporation's authorized capital stock consists only of 20,000,000 shares of Common Stock. The Corporation has not more than 6,594,264 shares of Common Stock outstanding. The Corporation has issued warrants, rights or options to purchase or acquire not more than 400,000 shares of Common Stock and will reserve not more than 400,000 shares of Common Stock for issuance under a stock option plan. There are no other shares of Common Stock that are subject to purchase or acquisition from the Corporation pursuant to any rights, options, warrants, convertible securities (other than the Debentures) or agreements. All issued and outstanding shares of capital stock are duly authorized, validly issued, fully paid and nonassessable. No person or entity has any preemptive right to acquire any unissued shares of the corporation.
Sample 1
CORPORATE CAPITALIZATION. (i) Simultaneously with, the Closing, the Corporation's authorized capital stock shall consist only of (A) shares of the Corporation's preferred stock (other than the Preferred Stock), none of which is issued and outstanding, (3) 200,000 shares of the Corporation's Series A Junior Participating Preferred Stock, (C) 20,000,000 shares of the Corporation's common stock, par value $0.01 per share (the "Common Stock"), of which 12,849,822 are issued and outstanding, (D) 2,562,381 shares of Common Stock as may be issued by the Corporation pursuant to options outstanding as of the date hereof (including options to be issued to Davix Xxxxx) xxd (E) 300,000 shares of the Preferred Stock.
Sample 1
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CORPORATE CAPITALIZATION 
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Related to CORPORATE CAPITALIZATION

  • 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.

  • Subsidiaries; Capitalization As of the Effective Date, the only Subsidiaries of the Borrower are those listed on Schedule 4.1, and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, (i) the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens, and are duly authorized, validly issued, fully paid and nonassessable, (ii) except as set forth on Schedule 4.1, none of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (iii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing.

  • Organization; Capitalization Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all requisite corporate power and authority to own its property and to carry on its business as now being conducted.

  • Organization and Capitalization The organizational structure and pro-forma capitalization of the Obligors, after giving effect to the Transactions, as set forth on Schedule 7.20 shall be reasonably satisfactory to the Administrative Agent.

  • Equity Capitalization As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

  • Capitalization of the Company The authorized capital stock of the Company consists of an unlimited number of shares of Common Stock and preferred stock, no par value, of which 8,000,000 shares of Common Stock and no shares of preferred stock are outstanding. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable. Following the issuance of Company Shares, the capitalization of the Company shall be 40,000,000 shares of common stock.

  • Capitalization, Etc (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

  • Capitalization The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock or other equity interest in the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except, in each case, where such failure would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Capitalization of Company On the Effective Date, Company will have no Capital Stock outstanding other than the Common Stock and rights outstanding under the 103 Shareholder Rights Plan. All outstanding shares of capital stock of Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

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