Capital Stock and Related Matters Clause Samples
The 'Capital Stock and Related Matters' clause defines the rules and provisions governing a company's shares and other equity interests. It typically outlines the types and classes of stock the company is authorized to issue, the rights and preferences attached to each class, and procedures for issuing, transferring, or redeeming shares. This clause ensures clarity regarding ownership structure and investor rights, helping to prevent disputes and misunderstandings about equity interests within the company.
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Capital Stock and Related Matters. The authorized Equity Interests as of the Agreement Date of each Borrower Party and each Subsidiary of a Borrower Party that is a corporation and the number of shares of such Equity Interests that are issued and outstanding as of the Agreement Date are as set forth on Schedule 5.1(d). All of the shares of such Equity Interests in each Borrower Party (other than Parent) and each Domestic Subsidiary that are issued and outstanding as of the Agreement Date have been duly authorized and validly issued and are fully paid and non-assessable. None of such Equity Interests in each Borrower Party (other than Parent) and each Domestic Subsidiary have been issued in violation of the Securities Act, or the securities, “Blue Sky” or other Applicable Laws of any applicable jurisdiction. As of the Agreement Date, the Equity Interests of each such Borrower Party (other than Parent) and each such Subsidiary of a Borrower Party are owned by the parties listed on Schedule 5.1(d) in the amounts set forth on such schedule and a description of the Equity Interests of each such party is listed on Schedule 5.1(d). As of the Agreement Date, except as described on Schedule 5.1(d), no Borrower Party (other than Parent) or any Subsidiary of a Borrower Party has outstanding any stock or securities convertible into or exchangeable for any shares of its Equity Interests, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Equity Interests or any stock or securities convertible into or exchangeable for any Equity Interests. Except as set forth on Schedule 5.1(d), as of the Agreement Date, no Borrower Party or any Subsidiary of any Borrower Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or to register any shares of its Equity Interests, and there are no agreements restricting the transfer of any shares of such Borrower Party’s or such Subsidiary’s Equity Interests or restricting the ability of any Subsidiary of any Borrower from making distributions, dividends or other Restricted Payments to such Borrower.
Capital Stock and Related Matters i. As of the Agreement Date, no shares of capital stock of the Company are issued and outstanding.
ii. As of the Agreement Date, the authorized capital stock of Pathnet consists of (a) 10,000,000 shares of preferred stock (of which zero (0) shares are issued and outstanding); (b) 1,000,000 shares of Series A Convertible Preferred Stock (all of which are issued and outstanding); (c) 1,651,046 shares of Series B Convertible Preferred Stock (all of which are issued and outstanding); (d) 2,819,549 shares of Series C Convertible Preferred Stock (all of which are issued and outstanding); and (e) 60,000,000 shares of Common Stock (of which 2,977,593 are issued and outstanding).
iii. As of the Closing and immediately thereafter (assuming that the Company has completed the closing under each of the Related Contribution Agreements and under a similar contribution agreement with all holders of the stock of Pathnet) the authorized capital stock of the Company will consist of (a) 39,620,860 shares of preferred stock, of which 2,899,999 shares are designated as Series A Convertible Preferred Stock (all of which will be issued and outstanding), 4,788,030 shares are designated as Series B Convertible Preferred Stock (all of which will be issued and outstanding), 8,176,686 shares are designated as Series C Convertible Preferred Stock (all of which will be issued and outstanding), 9,250,000 shares will be designated as Series D Convertible Preferred Stock (of which 8,511,607 will be issued and outstanding, allocated among the holders thereof as set forth on Exhibit H), and 4,506,145 shares of Series E Convertible Preferred Stock (of which 1,729,631 will be issued and outstanding) (collectively, the "Preferred Stock"), and (b) 60,000,000 shares of Common Stock, of which 2,977,593 shares will be issued and outstanding and 30,000,000 shares will be reserved for issuance upon conversion of the Preferred Stock. As of the Closing, neither the Company nor any Subsidiary will have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans, except for the Preferred Stock and except as set forth on Exhibit H. Exhibit H accurately sets forth the following with ...
Capital Stock and Related Matters. (i) As of the Closing (as such term is defined in the Merger Agreement), the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable.
(ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the ...
Capital Stock and Related Matters. As of the date of this Agreement and immediately thereafter, the authorized capital stock of HI shall consist of (a) 147,000 shares of Class A Preferred Stock, all of which is duly authorized and validly issued and outstanding, (b) 200,000 shares of Class B Preferred Stock of which none will be outstanding, and (b) 100,000,000 shares of Common Stock, of which 10,990,924 shall be duly authorized and validly issued and outstanding (before giving effect to the purchase of the Shares and the remainder of the Class B Preferred Stock), 11,790,324 of which shall be reserved for issuance upon conversion of the Class A Preferred Stock, 2,833,565 of which shall be reserved for issuance upon conversion of all of the Class B Preferred Stock, and 5,154,408 of which shall be reserved for issuance upon exercise of outstanding options and warrants. Except as aforesaid, as of the date of this Agreement, HI shall not have outstanding any stock, investment rights, options, or securities convertible, exercisable, or exchangeable for (or any agreements under which HI is or may become obligated to issue, sell, or transfer) any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock. As of the date of this Agreement, all of the outstanding shares of HI's capital stock shall be validly issued, fully paid, and nonassessable and were issued in compliance with all applicable state and federal securities laws. There are no statutory or contractual stockholder's preemptive rights or rights of first refusal, with respect to the Shares or Underlying Common Stock which have not been effectively waived in writing. HI has not violated any applicable federal or state securities laws in connection with the offer, sale, or issuance of the Shares, and assuming the accuracy of the representations and warranties of the Investor set forth in Article 4 hereof, the offer, sale, and issuance of the Shares hereunder do not require registration under the Securities Act or any applicable state securities laws. All the rights, preferences, privileges and restrictions of the Shares are set forth in the Transaction Documents. No equity securities or rights to purchase equity securities provides for acceleration or other changes in vesting provisions or other terms governing such securities as a result of...
Capital Stock and Related Matters. (a) As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of 3,000,000 shares of Stock, of which (i) 100,000 shares shall be designated as Series A Preferred Stock, 69,428.898 shares of which shall be issued and outstanding pursuant to this Agreement and 1,571.102 shares of which shall be reserved for issuance upon exercise of the Preferred Stock Options, (ii) 100,000 shares of which are undesignated preferred stock, none of which are outstanding as of the Closing, and (iii) 2,800,000 shares shall be designated as Common Stock, (A) 1,440,000 shares of which shall be issued and outstanding pursuant to this Agreement and the Management Agreements with the Executives, (B) 22,800 shares of which shall be issued and outstanding to other management employees of the Company, (C) 37,200 shares of which shall be reserved for issuance to additional executives or management employees of the Company or its Subsidiaries, and (D) 95,745 shares of which shall be reserved for issuance upon the exercise of the Warrants. As of the Closing, the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement and the Management Agreements. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the Stockholders Agreement and the Management Agreements. As of the Closing, all of the outstanding shares of the Company's capital stock shall be validly issued, fully paid and nonassessable.
(b) There are no statutory or, to the best of the Company's knowledge, contractual stockholders' preemptive rights or rights of refusal with respect to the issuance of the Stock hereunder or the issuance of the Stock pursuant to Section 1.02 hereof, except as expressly provided herein. Based in part on the investment representations of the Purchasers in Section 6.03 hereof and of each of the Executives in Section 1(c) of their r...
Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 12,000,000 shares of common stock, $0.10 par value per share, and 1,000,000 shares of preferred stock. As of the date of this Agreement, there are 8,513,414 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Except as disclosed on Schedule 4.1.2 attached hereto, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.
Capital Stock and Related Matters. All of the outstanding capital stock of Company has been duly authorized and validly issued and is fully paid and nonassessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of Company or obligating Company to grant, extend or enter into any such agreement or commitment to any Person other than Company except pursuant to Company’s equity incentive plans duly adopted by Company’s Board of Directors.
Capital Stock and Related Matters. The Articles of Incorporation of the Company authorize the Company to issue 9,000,000 shares of Common Stock and 1,000,000 shares of serial preferred stock, par value $0.01 per share. As of the date of this Agreement, there are 2,407,301 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and nonassessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors.
Capital Stock and Related Matters. As of the Closing Date, the authorized Equity Interests of the Borrower and each Subsidiary and the number of shares of such Equity Interests that are issued and outstanding are as set forth on Schedule 4.3. All of the shares of such Equity Interests that are issued and outstanding have been duly authorized and validly issued and are fully paid and non-assessable. None of such Equity Interests have been issued in violation of the Securities Act, or the securities, “Blue Sky” or other applicable Laws of any applicable jurisdiction. As of the Closing Date, the Equity Interests of each Subsidiary of the Borrower are owned by the parties listed on Schedule 4.3 in the amounts set forth on such schedule and a description of the Equity Interests of each such party is listed on Schedule 4.3. Except as described on Schedule 4.3, neither the Borrower nor any Subsidiary has outstanding any stock or securities convertible into or exchangeable for any shares of its Equity Interests, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Equity Interests or any stock or securities convertible into or exchangeable for any Equity Interests. Except as set forth on Schedule 4.3, neither the Borrower nor any Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or to register any shares of its Equity Interests, and there are no agreements restricting the transfer of any shares of the Borrower’s or such Subsidiary’s Equity Interests or restricting the ability of any Subsidiary of the Borrower from making distributions, dividends or other Restricted Payments to another Subsidiary or the Borrower.
Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 10,000,000 shares of common stock, par value $2.50 per share, and 500,000 shares of preferred stock, par value $10.00 per share As of the date of this Agreement, there are 3,478,772 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans or employee stock ownership plan duly adopted by the Company’s Board of Directors.