Issued and Outstanding Stock Sample Clauses

Issued and Outstanding Stock. 49 7.5 Permits, Authorizations, Consents, Approvals, Notifications, and Filings......................................49 7.6
Sample 1
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Issued and Outstanding Stock. Set forth in Schedule 7.4 is an accurate and complete list of the number and class of issued and outstanding shares of stock of the Management Company as of the date specified therein. Each of the outstanding shares of capital stock has been duly and validly authorized and issued, is fully paid and non-assessable.
Sample 1
Issued and Outstanding Stock. Filipov's Shares have been duly authorized and validly issued and constitute 100% of the total issued and outstanding shares of Capital Stock of FiLCO GmbH on a fully diluted basis, and are fully paid and non-assessable and were not issued in violation of any preemptive rights. Except for Filipov's Shares and Purchaser Shares, there are outstanding (i) no shares of Capital Stock, or other voting securities of FiLCO GmbH; (ii) no securities of FiLCO GmbH convertible into or exchangeable for shares of capital stock, equity interests or other voting securities of FiLCO GmbH; (iii) no subscription rights, options, warrants, calls, commitments, preemptive rights or other rights of any kind to acquire from FiLCO GmbH; and no obligation of FiLCO GmbH to issue or sell, any shares of capital stock, equity interests or other voting securities or any securities of FiLCO GmbH convertible into or exchangeable for such capital stock, equity interests or voting securities, and (iv) no equity equivalents, interests in the ownership or earnings of, or stock appreciation, phantom stock or other similar rights of or with respect to FiLCO GmbH. Upon consummation of the transactions contemplated in this Agreement, Purchaser will acquire good and valid title to the Seller Shares, free and clear of all Liens, and the Seller Shares will be fully paid and non-assessable. Filipov's Shares are not subject to any contract, agreement, or understanding, written or otherwise, which would adversely affect or otherwise prohibit or limit the acquisition of the Seller Shares by the Purchaser. If they are, the agreement(s) providing for the same are attached as Exhibit 2.
Sample 1
Issued and Outstanding Stock. As of the date hereof, the authorized capital stock of CEI consists of 5,850,000 shares of Common Stock, par value $0.25 per share (the "CEI Common Stock"), of which 3,383,144 shares are issued and outstanding.
Sample 1
Issued and Outstanding Stock. As of the date of this Agreement and ---------------------------- before giving effect to the issuance of the Purchaser's securities hereunder, all of the issued and outstanding capital stock of the Company consists of the following:
Sample 1
Issued and Outstanding Stock. (i) The entire authorized capital stock of the Company currently consists, and immediately prior to the Merger will consist, of 100,000,000 shares of Common Stock of which 17,328,478.46496 shares are issued and outstanding in the manner disclosed in the Schedule of Exceptions.
Sample 1
Issued and Outstanding Stock. (i) The entire authorized capital stock of the Company currently consists, and immediately prior to the Merger will consist, of 125,000,000 shares of Common Stock of which 46,425,069 shares are issued and outstanding as of the date hereof and 63,091,735 will be issued and outstanding after the conversion of $10,000,000 debt and accrued interest outstanding to Vulcan immediately before the Effective Time, in the manner disclosed in the Schedule of Exceptions (less any shares of Common Stock as to which the holder thereof has perfected its right to obtain the fair value thereof in connection with the Red Wing Transaction and plus any shares of Common Stock issued upon the proper exercise after the date hereof but prior to the Effective Time, of existing employee stock options). Immediately prior to the Effective Time, there are stock options issued to employees and former employees of the Company entitling such holders to purchase an aggregate of 8,073,094 shares of Common Stock upon proper exercise thereof and payment of the exercise price of $.51 per share. All such options are nontransferable and expire 90 days from the termination of the holder's employment with the Company, and at the Effective Time will represent only the right to receive the Merger Consideration Per Share upon proper exercise thereof.
Sample 1
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Issued and Outstanding Stock. (a) The designation and number of outstanding shares of each class of NTS are 100 common shares having a par value of $1.00 per share, all of which are entitled to vote (the "NTS Common Stock"). The number of shares aforementioned is not subject to change prior to the Effective Date.
Sample 1

Related to Issued and Outstanding Stock

  • 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 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.

  • 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).

  • 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.

  • Outstanding Stock All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • 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.

  • 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.

  • Outstanding Shares On the Closing Date, Pubco will have not more than 95,366,525 common shares issued and outstanding in the capital of Pubco after giving effect to the cancellation and issuance of the Pubco Shares contemplated in this Agreement, and to the private placement agreement referenced in below article 6.13.

  • 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.

  • Reallocation of Revolving Credit Exposure Upon any Incremental Facility Closing Date on which Incremental Revolving Credit Commitments are effected through an increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each of the Revolving Credit Lenders shall assign to each of the Incremental Revolving Credit Lenders, and each of the Incremental Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the Incremental Revolving Credit Loans outstanding on such Incremental Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and Incremental Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Credit Commitments, (b) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan and (c) each Incremental Revolving Credit Lender shall become a Lender with respect to the Incremental Revolving Credit Commitments and all matters relating thereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in Sections 2.02 and 2.05(a) of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

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