Sales of Capital Stock Clause Samples

The "Sales of Capital Stock" clause governs the conditions under which a company or its shareholders may sell, transfer, or issue shares of the company's capital stock. Typically, this clause outlines any restrictions on such sales, such as requiring board approval, offering existing shareholders a right of first refusal, or prohibiting sales to certain parties. For example, it may prevent shareholders from selling their shares to competitors or require that new issuances do not dilute existing ownership without consent. The core function of this clause is to control changes in company ownership, protect existing shareholders' interests, and maintain stability in the company's capital structure.
Sales of Capital Stock. The Company agrees to sell and deliver to the Distributor, upon the terms set forth herein, such fully-paid and non-assessable shares of capital stock of the Company ("Shares") then effectively registered for continuous offering under the Securities Act of 1933 (the "Act") as Distributor shall order from the Company, but only to the extent that the Distributor shall have received purchase orders therefor. All orders from the Distributor shall be subject to confirmation by the Company, and the Company authorizes the Distributor to reject any purchase order. The Distributor as principal may sell and distribute any Shares so purchased, through dealers or otherwise, in such manner not inconsistent with law and all applicable rules and regulations, including those of any applicable self-regulatory organizations, and the provisions of this Agreement, as the Distributor may from time to time determine. The Distributor agrees to use its best efforts to effect sales of Shares, but does not undertake to sell any specific number of Shares thereof. The Distributor may in its discretion sell the Shares to such registered and qualified retail dealers as it may select. In making agreements with its dealers or others for sale of the Shares, the Distributor shall act only as principal and in no sense as agent for the Company.
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Sales of Capital Stock. Sell, lease, transfer, assign, encumber or otherwise dispose of any shares of capital stock (collectively, a "Stock Transfer") of the Company or any Subsidiary, except that stock options to employees of the Company may be granted and exercised pursuant to existing stock option plans of the Company.
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Sales of Capital Stock. The Company shall be permitted to sell Capital Stock to any Person provided that at least eighty percent (80%) of the proceeds therefrom are used to redeem the Securities in accordance with Article IX. Notwithstanding the foregoing, to the extent that any such sale of Capital Stock constitutes a Change of Control, the provisions of Section 3.8 shall govern the Company's obligations with respect to such Change of Control.
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Sales of Capital Stock. The Company agrees to sell and deliver to ---------------------- the Distributor, upon the terms set forth herein, such fully-paid and non-assessable shares of capital stock of the Company ("Shares") then effectively registered for continuous offering under the Securities Act of 1933 (the "1933 Act") as Dis-tributor shall order from the Company, but only to the extent that the Distributor shall have received purchase orders there-for. All orders from the Distributor shall be subject to confir-mation by the Company, and the Company authorizes the Dis-tributor to reject any purchase order. The Distributor as principal may sell and distribute any Shares so purchased, through dealers or otherwise, in such manner not inconsistent with law and all applicable rules and regula-tions, including those of any applicable self-regulatory or-ganizations, and the provisions of this Agreement, as the Dis-tributor may from time to time determine. The Distributor agrees to use its best efforts to effect sales of Shares, but does not undertake to sell any specific number of Shares thereof. The Distributor may in its discretion sell the Shares to or through such registered and qualified retail dealers as it may select. In making agreements with its dealers or others for sale of the Shares, the Distributor shall act only as principal and in no sense as agent for the Company.
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Related to Sales of Capital Stock

  • Restriction on Sales of Capital Stock The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 3 months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank; or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the ADSs to be sold hereunder, (ii) the issuance by the Company of ADSs or Ordinary Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company, provided that in each of (i) and (iii) above, except with respect to any publicly traded securities, the underlying shares shall be restricted from sale during the entire Lock-Up Period. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.18.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date.

  • Issuance of Capital Stock Except for (a) any transaction pursuant to an Unsolicited Proposal that Maker accepts in accordance with the fiduciary exception provided in Section 3.2 of the Recapitalization Agreement or (b) shares of capital stock issuable upon exercise or conversion of warrants or convertible securities outstanding prior to February 1, 2004, Maker shall not without Holder's prior written approval: (i) issue any shares of capital stock or other securities, or any instruments exercisable for or convertible into capital stock or other securities, or (ii) make any promises, commitments, undertakings, agreements or letters of intent for any of the issuances described in (i) hereof.

  • Valid Issuance of Capital Stock The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 5,750,000 shares of Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

  • Description of Capital Stock The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

  • Ownership of Capital Stock Except as previously disclosed to the Company in writing or by email and excluding the Shares, such Purchaser and its Affiliates beneficially own no shares of capital stock of the Company as of the date hereof.