Example ContractsClausesCapital Stock and Related Matters
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Capital Stock and Related Matters. The Certificate of Formation of the Company authorizes the Company to issue 10,000,000 shares of common stock, and no shares of preferred stock. As of the date of December 31, 2020, 6,501,024 shares of the Company’s common stock and no shares of Company’s preferred stock are 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. Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, 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.

Capital Stock Matters. The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Common Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

On the date hereof, the Board shall, in accordance with the Company’s governance documents:

Capital Stock. Issued, sold, disposed of or encumbered, or authorized the issuance, sale, disposition or encumbrance of, or granted or issued any option to acquire any shares of its capital stock or any other of its securities or any Equity Security, or altered the term of any of its outstanding securities or made any change in its outstanding shares of capital stock or its capitalization, whether by reason of reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise; changed its authorized or issued capital stock; granted any stock option or right to purchase shares of its capital stock; issued any security convertible into any of its capital stock; granted any registration rights with respect to shares of its capital stock; purchased, redeemed, retired, or otherwise acquired any shares of its capital stock; declared or paid any dividend or other distribution or payment in respect of shares of capital stock of any other entity;

Capitalization and Other Capital Stock Matters. The table under the caption “Capitalization” in the Time of Sale Document and the Final Offering Memorandum (including the footnotes thereto) sets forth, as of its date, the capitalization of the Company. All of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned, directly or indirectly, by the Company, free and clear of all liens, security interests, mortgages, pledges, charges, equities, claims or restrictions on transferability or encumbrances of any kind (collectively, “Liens”), other than those Permitted Liens (as defined in the Indenture) and those imposed by the Securities Act and the securities or “Blue Sky” laws of certain U.S. state or non-U.S. jurisdictions. Except as disclosed in the Time of Sale Document and the Final Offering Memorandum and except for issuances by the Company in the ordinary course of business subsequent to the date of the financial statements included or incorporated by reference into the Time of Sale Document or the Final Offering Memorandum, there are no outstanding # options, warrants or other rights to purchase from the Company or any of the Guarantors, # agreements, contracts, arrangements or other obligations of the Company or any of the Guarantors to issue or # other rights to convert any obligation into or exchange any securities for, in the case of each of [clauses (A) through (C)], shares of capital stock of or other ownership or equity interests in the Company or any of the Guarantors.

The Executive may, during the Term of this Agreement, be eligible for Awards and may be granted Awards under the [[Organization A:Organization]]’s Equity Plan. The terms and conditions of each Award is set forth in an Award Agreement entered between [[Organization A:Organization]] and Employee and are subject to the terms and conditions of the [[Organization A:Organization]]’s Equity Plan and the Award Agreement under which the Award is issued.

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Changes in Capital Stock. In the event of a stock split, stock dividend or distribution, or any change in the Company’s capital stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the terms “Owned SharesandCovered Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent # pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or # directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent # pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or # directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

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Changes in Capital Stock. In the event of a stock split, stock dividend or distribution, or any change in the Company’s capital stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the terms “Owned SharesandCovered Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

Effect on Capital Stock. As of the Effective Time of the Acquisition, by virtue of the Acquisition and without any action on the part of the holders of shares:

Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent

Acquisition of Capital Stock. The Purchaser will acquire 346,668 shares of capital stock of the Company issued and owned by [[Organization A:Organization]] (“Shares”) in exchange for shares of the Purchaser’s common stock, par value $0.01 per share (the “Common Stock”), which, in the aggregate, will equal 537,439 shares of Common Stock, of Purchaser (the “Purchase Price”). [[Organization A:Organization]] represents and warrants that the Shares constitute all of the Shares beneficially owned by [[Organization A:Organization]]. The shares of Common Stock to be issued to [[Organization A:Organization]] shall be issued with a restrictive legend prohibiting their transfer except in compliance with applicable federal and state securities laws, including the Securities Act of 1933.

Authorized and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of # 100,000,000 shares of Common Stock, of which, 21,608,144 are issued and outstanding and 4,373,898 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Common Shares) exercisable or exchangeable for, or convertible into, shares of Common Stock and # 10,000,000 shares of Preferred Stock, none of which are issued and outstanding. No shares of Common Stock are held in the treasury of the Company.

Authorized and Outstanding Capital Stock. As of the Effective Date, the authorized capital stock of [[Organization B:Organization]] consists of: # preferred stock, $0.0001 par value per share, 1,000,000 authorized shares and no shares issued and outstanding, and # common stock, $0.0001 par value per share, 600,000,000 authorized shares and 8,590,086 issued and outstanding. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are currently listed on a Principal Market under the trading symbol “LIDR.” [[Organization B:Organization]] has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act, delisting the Common Shares from the Principal Market, nor has [[Organization B:Organization]] received any notification that the SEC or the Principal Market is contemplating terminating such registration or listing, except as disclosed in the SEC Documents. Except as disclosed in Section 4.10(a) of the Disclosure Schedule or, following the date hereof, in the SEC Documents, [[Organization B:Organization]] is in compliance with all applicable listing requirements of the Principal Market.

Capital Stock of Merger Sub. Each share of Merger Sub Common Stock, par value $0.001 per share, that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, par value $0.001 per share of the Surviving Corporation. From and after the Effective Time, each share certificate of Merger Sub theretofore evidencing ownership of any such shares shall continue to evidence ownership of such shares of Common Stock of the Surviving Corporation.

Related Corporations. For purposes of this Section 17, the term “Company” shall include affiliated corporations to the extent determined by the Advisor in accordance with Section 280G(d)(5) of the Code.

Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will (within fifteen (15) days of its receipt of a request from a Lender) pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

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