Issued and Outstanding Capital Stock Sample Clauses

Issued and Outstanding Capital Stock. The shares of issued and outstanding capital stock of the Company immediately prior to the Closing have been duly authorized and validly issued, and are fully paid and nonassessable with no personal liability attaching to the ownership thereof; none of the shares of outstanding capital stock of the Company are subject to preemptive or similar rights of the stockholders of the Company or others. Schedule 1 hereto contains a list of (i) all holders of record of capital stock of the Company, including the number of shares of capital stock held by each such holder, and (ii) all outstanding warrants, options, agreements, convertible securities or other commitments pursuant to which the Company is or may become obligated to issue any shares of its capital stock or other securities, which names all persons entitled of record to receive such shares or other securities, the shares of capital stock or other securities required to be issued thereunder as of the date hereof and the price per share, if any, payable with respect to the issuance of any share of capital stock issuable thereunder. The Company has no knowledge after due inquiry of the names of any beneficial owners of shares of capital stock of the Company who are not otherwise holders of record. Except as set forth on Schedule 1 or as contemplated by the Documents, the Certificate of Incorporation or the Series A Certificate of Designation there are, and immediately after the Closing there will be, no rights, including preemptive or similar rights, to purchase or otherwise acquire shares or sell or otherwise transfer shares of the capital stock of the Company pursuant to any provision of law, the Certificate of Incorporation or the Company's by-laws, or any agreement to which the Company is a party; and, except as set forth on Schedule 1 or as contemplated by the Documents, the Certificate of Incorporation or the Series A Certificate of Designation, to the Company's knowledge after due inquiry, there are no agreements, restrictions or encumbrances (including, without limitation, any right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement, stockholders' agreement, or the like, whether or not the Company is a party thereto) with respect to the purchase, sale or voting of any shares of capital stock of the Company (whether outstanding or issuable upon conversion or exercise of outstanding securities). Except as contemplated by the Documents, the Certi...
Sample 1
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Issued and Outstanding Capital Stock. As of October [●], 2020, there were [174,678,603] shares of our Common Stock outstanding, and no shares of Preferred Stock outstanding.
Sample 1
Issued and Outstanding Capital Stock. As of the date hereof, there are issued and outstanding (a) 5,468,851 shares of Common Stock, (b) 2,715,798 shares of Series A Preferred Stock, (c) 2,352,941 shares of Series B Preferred Stock, (d) 1,476,510 shares of Series C Preferred Stock and (e) 1,313,484 of Series D Preferred Stock. In addition, 65,580 shares of Common Stock are held as treasury stock and no other shares of treasury stock are held by the Company. All of such shares are held of record and, to the Company’s Knowledge, beneficially by the Persons and in the respective amounts set forth in Section 3.2(b) of the Disclosure Schedule, to the Company’s Knowledge free and clear of any Encumbrances. Immediately prior to the Effective Time, each share of Preferred Stock shall automatically be converted to Common Stock without any right to receive a liquidation preference.
Sample 1
Issued and Outstanding Capital Stock. To AEGON's knowledge, all of the outstanding shares of capital stock of AUSA Life have been duly authorized and validly issued, are fully paid, non-assessable and free of preemptive rights and are owned by AEGON free and clear of any Liens or Encumbrances.
Sample 1
Issued and Outstanding Capital Stock. Clarant shall not have issued or agreed to issue any capital stock, option or other security exercisable or exchangeable for, or convertible into, capital stock of Clarant other than the capital stock and options specifically set forth in the Draft Registration Statement, and Contributor shall be the largest single stockholder of Clarant.
Sample 1

Related to Issued and Outstanding Capital Stock

  • Authorized and Outstanding Capital Stock As of the date hereof, the authorized capital stock of the Company consists of (A) 750,000,000 shares of Common Stock, and (B) 50,000,000 shares of Preferred Stock, none of which are issued and outstanding. No shares of Common Stock are held in the treasury of the Company.

  • Outstanding Capital Stock The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of any preemptive or similar rights of any stockholder of the Company.

  • Authorized and Outstanding Stock (a) The authorized capital stock of the Company consists of 500,000,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”) and 7,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). Of such Preferred Stock, 4,000,000 shares are designated as Series A Preferred Stock and upon the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, 800,000 shares will be designated as the Series B Preferred Stock.

  • Authorized Capital Stock The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 300,000,000 shares, consisting of (a) 200,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) and (b) 100,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

  • Outstanding Common Stock The number of shares of Common Stock at any time outstanding shall (A) not include any shares thereof then directly or indirectly owned or held by or for the account of the Issuer or any of its Subsidiaries, and (B) be deemed to include all shares of Common Stock then issuable upon conversion, exercise or exchange of any then outstanding Common Stock Equivalents or any other evidences of Indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for shares of Common Stock or Other Common Stock.

  • Working Capital Warrants Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

  • Revolving Outstandings If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrower shall immediately prepay Revolving Loans, Swingline Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless, after the prepayment of the Revolving Loans and Swingline Loans, the Total Revolving Outstandings exceed the Revolving Facility at such time.

  • 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.

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