AUTHORIZED ISSUANCE Sample Clauses

The "Authorized Issuance" clause defines the conditions under which a company is permitted to issue new shares or securities. It typically outlines the maximum number of shares that can be created, the classes or series of shares involved, and any approvals required from the board of directors or shareholders before issuance. For example, it may specify that only a certain number of preferred shares can be issued without further shareholder consent. This clause ensures that the process of creating new equity is controlled and transparent, protecting existing shareholders from unexpected dilution and maintaining corporate governance standards.
AUTHORIZED ISSUANCE. The issuance of the Shares by Company to Buyer has been fully authorized by the Board of Directors of Company.
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AUTHORIZED ISSUANCE. Section 1.1(a) is amended by replacing $300,000 with $315,000, such amount being the authorized aggregate original principal amount of Notes issued pursuant to the Note Agreement and Section 4.1(a) is amended by replacing 90,000 with 94,500, such amount being the authorized amount of Shares issued.
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AUTHORIZED ISSUANCE. The Corporation shall be authorized to issue (i) Three Hundred Million (300,000,000) shares of common stock with One Tenth of One Cent ($0.001) par value (the “Common Stock”), (ii) Ten Million (10,000,000) shares of Series A convertible preferred stock with One and No/100 Dollar ($1.00) par value (the “Series A Convertible Preferred Stock”), (iii) Thirty Million (30,000,000) shares of Series B convertible preferred stock with One and No/100 Dollar ($1.00) par value (the “Series B Convertible Preferred Stock”), (iv) Ten Million (10,000,000) shares of Series C convertible preferred stock with One and No/100 Dollar ($1.00) par value (the “Series C Convertible Preferred Stock”), (v) Fifteen Million (15,000,000) shares of Series D convertible preferred stock with One and No/100 Dollar ($1.00) par value (the “Series D Convertible Preferred Stock”) and (vi) Thirty Million (30,000,000) shares of Series E convertible preferred stock with One and No/100 Dollar ($1.00) par value (the “Series E Convertible Preferred Stock”). Except as otherwise expressly provided in these Articles or any amendment thereto, no holder of the Corporation’s stock shall have any preemptive right to acquire the Corporation’s securities.
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Related to AUTHORIZED ISSUANCE

  • Valid Issuance All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

  • Authorized Shares The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

  • Deferred Issuance In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of that number of shares of Preferred Stock and shares of other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Preferred Stock and shares of other capital stock or other securities, assets or cash of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

  • Authorized and Issued Capital The authorized capital of the Purchaser consists of an unlimited number of common shares and an unlimited number of preferred shares, of which (i) at the date of this Agreement, 24,610,042 common shares (and no more) have been duly issued and are outstanding as fully paid and non-assessable and no preferred shares are outstanding, and (ii) at the Closing Time, 24,610,042 common shares (and no more) shall have been duly issued and shall be outstanding as fully paid and non-assessable.

  • Initial Issuance To obtain the Credit for the first Taxable Year, the Company shall do the following on or before 90 days after the end of the first Taxable Year: 1. The Company shall notify the Department on the form attached hereto as Exhibit D (or substantially similar to such form) when all of the following has occurred: (a) the Project has been Placed in Service; (b) the Capital Improvements required by Section IV.B have been made; (c) the New Employees have been hired, including satisfying the applicable Payroll and Occupation obligations, as required by Section IV.C; and (d) if applicable, the minimum number of Retained Employees have been retained by the Company, including satisfying the applicable Payroll and Occupations obligations, as required by Section IV.D. 2. The Company shall provide to the Department proof as required by the Department, including but not limited to a certified attestation by the Company, payroll records and an audit performed by an independent, licensed certified public accounting firm, that the Company has done all of the following prior to the end of the first Taxable Year: a) made the Capital Improvements specified in Section IV.B; b) hired the New Employees specified in Section IV.C, accompanied by the information substantially in the form set forth in Exhibit E; c) if applicable, retained the Retained Employees specified in Sections IV.D, accompanied by the information substantially in the form set forth in Exhibit E; and d) achieved the level of Payroll in Illinois specified in Section IV.C(ii) and, if applicable, Section IV.D(ii) accompanied by the information substantially in the form set forth in Exhibit E.