Capital Structure, Due Authorization and Issuance Sample Clauses

Capital Structure, Due Authorization and Issuance. The capital structure of the Corporation consists solely of ___ shares of ___ par value capital stock of which ____ shares are and will be as of the Closing in Escrow Date and the Closing Date issued and outstanding. All issued and outstanding shares of the capital stock of the Corporation have been duly authorized and validly issued, are fully paid and non-assessable, and were issued in compliance with all federal and applicable state securities laws.
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Capital Structure, Due Authorization and Issuance. The capital structure of the Corporation consists solely of an authorized share capital of one million shares of (pounds)1 par value Ordinary Shares, of which 75,000 are issued and outstanding, and will consist solely of the foregoing as of the Closing in Escrow Date and the Closing Date. All issued and outstanding Stock has been duly authorized and validly issued, are fully paid and non-assessable, and were issued in compliance with all applicable securities laws.
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Capital Structure, Due Authorization and Issuance. The capital structure of the Corporation consists solely of the following: (i) A Ordinaries 25p, of which 1,187,424 are authorized and 840,892 issued; (ii) B Ordinaries 25p, of which 59,108 are authorized and 59,108 issued; (iii) Loan Stock 1Pound (U.K.) (Pounds 1), of which 2,111,022 are authorized and 2,111,022 issued; and (v) Options (over A Ordinaries at 50p), of which 346,531 are outstanding, and will consist solely of the foregoing as of the Closing in Escrow Date and the Closing Date (provided that such options may by then have been exercised). All issued and outstanding Stock has been duly authorized and validly issued, are fully paid and non-assessable, and were issued in compliance with all applicable securities laws.
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Related to Capital Structure, Due Authorization and Issuance

  • Due Authorization and Issuance All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the Pledged Securities.

  • Due Authorization and Valid Issuance The Company has all requisite power and authority to execute, deliver and perform its obligations under the Agreements, and the Agreements have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Shares being purchased by the Investor hereunder will, upon issuance and payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable.

  • Due Authorization, etc The Transaction Documents have been, and each instrument provided for herein or therein to which Buyer is a party will be, when executed and delivered as contemplated hereby, duly authorized, executed and delivered by Buyer and the Transaction Documents constitute, and each such instrument will constitute, when executed and delivered as contemplated hereby, legal, valid and binding obligations of the Buyer enforceable in accordance with their terms.

  • AUTHORIZATION AND ISSUANCE OF SHARES 1. The Customer shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued: (a) A certified copy of the amendment to the Charter giving effect to such increase, decrease or change; (b) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor); and (c) In the case of an increase, if the appointment of the Bank was theretofore expressly limited, a certified copy of a resolution of the Board of Directors of the Customer increasing the authority of the Bank. 2. Prior to the issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Customer shall deliver the following documents to the Bank: (a) A certified copy of the resolutions adopted by the Board of Directors and/or the shareholders of the Customer authorizing such issuance of additional Shares of the Customer or such reduction, as the case may be; (b) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be, and an opinion of counsel for the Customer that no other order or consent is required; and (c) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective, or, if exempt, the specific grounds therefor).

  • Due Authorization The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken.