Authorized Capitalization definition

Authorized Capitalization. The authorized capitalization of MDI-Missouri consists of One Hundred Thousand (100,000) shares of $1.00 par value Common Stock, which Two Thousand (2,000) shares have been issued and outstanding. The Shares have been duly authorized, validly issued, are fully paid and nonassessable with no personal liability attaching to the ownership thereof and were offered, issued, sold and delivered by MDI-Missouri in compliance with all applicable state and federal laws. Except as set forth in Exhibit F-2 attached hereto, MDI-Missouri is not a party to and is not bound by any agreement, contract, arrangement or understanding, whether oral or written, giving any person or entity any interest in , or any right to share, participate in or receive any portion of, MDI-Missouri's income, profits or assets, or obligating MDI-Missouri to distribute any portion of its income, profits or assets.
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Authorized Capitalization. The capitalization table set forth on Schedule 3.2(a) sets forth the authorized, issued, and outstanding capital stock of the Company on a fully-diluted basis (i) immediately prior to the Closing and (ii) immediately following the Closing. All outstanding shares of capital stock of the Company (including the Sale Shares) are duly authorized, validly issued, fully paid and nonassessable and owned of record and beneficially by the Vendors free and clear of all Encumbrances. Upon transfer of the Sale Shares to the Purchaser in accordance with the terms of Article II, the Purchaser will receive valid title to such Sale Shares, free and clear of all Encumbrances.
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Examples of Authorized Capitalization in a sentence

  • Schedule 3.2 Authorized Capitalization; Outstanding Stock at Signing.

  • The Company agrees that, in the event that the Authorized Capitalization Increase is approved by the Company’s shareholders, then, following the filing of a Certificate of Amendment to the Company’s Articles of Incorporation with respect thereto and subject to the terms and conditions hereof, the Company will issue to the Executive a certificate in the amount of the Transferred Shares.

  • Schedule 3.2-A Authorized Capitalization; Outstanding Stock; Ownership Percentage at closing (to be completed prior to Closing).

Related to Authorized Capitalization

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Consolidated Capitalization means, as of any date on which the amount thereof is to be determined, the sum of Consolidated Indebtedness plus Consolidated Net Worth.

  • Market Capitalization means an amount equal to (i) the total number of issued and outstanding shares of common stock or common equity interests of the Borrower or its direct or indirect parent on the date of the declaration of a Restricted Payment multiplied by (ii) the arithmetic mean of the closing prices per share of such common stock or common equity interests on the principal securities exchange on which such common stock or common equity interests are traded for the thirty (30) consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

  • Total Consolidated Capitalization means, at any time, the sum of (i) Total Consolidated Debt plus (ii) the total amount of shareholder’s equity of the Company.