Capitalization Contract Clauses (41)

Grouped Into 4 Collections of Similar Clauses From Business Contracts

This page contains Capitalization clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Capitalization. The capitalization of the Company at September 30, 2020 is as set forth in the Company's filings with the Commission (the "SEC Reports"). The proforma capitalization of the Company as of December 1, 2020 is set forth on Schedule 3.1(g). Except as disclosed in the SEC or on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed in the... SEC Reports or on Schedule 3.1(g), there are no outstanding warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The Company has an Equity Incentive Plan in effect as of the Closing Date. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors, any other Person is required for the issuance and sale of the Securities. There are no stockholder's agreements, voting agreements or other similar agreements with respect to the Company's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders. View More
Found in Q2Earth Inc. contract
Capitalization. The capitalization of the Company at September 30, 2020 is as set forth described in the Company's filings with the Commission (the "SEC Reports"). The proforma capitalization of the most recently filed Public Report and Company as of December 1, 2020 is set forth on Schedule 3.1(g). Except as disclosed in the SEC or on Schedule 3.1(g), no has not issued any share capital since such filing. No Person has any right of first refusal, preemptive right, right of participation, or any similar right t...o participate in the transactions contemplated by the Transaction Documents. Documents which has not been waived or satisfied. Except as disclosed in a result of the SEC Reports or on Schedule 3.1(g), subscription for the Note, there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire acquire, any shares of Common Stock, Shares, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock Shares or securities convertible into or exercisable for Common Stock Equivalents. Shares. The Company has an Equity Incentive Plan in effect as issuance of the Closing Date. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities Note will not obligate the Company to issue shares of Common Stock Shares or other securities to any Person (other Person, other than the Purchasers) Subscriber, and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange exchange, or reset price under any of such securities. All of the outstanding shares in the capital of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable, nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Except as set forth in Section II.D.3 above, no further approval or authorization of any stockholder, shareholder, the Board of Directors, any other Person Directors of Company or others is required for the issuance and sale of the Securities. Note. There are no stockholder's shareholder agreements, voting agreements or other similar agreements with respect to the Company's share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders. shareholders. View More
Found in Boston Carriers, Inc. contract
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Capitalization. All capitalized terms used herein will have the meanings ascribed to those terms in the Agreement, unless otherwise specified herein.
Found in Lodging Fund REIT III, Inc. contract
Capitalization. All AU capitalized terms used herein will have the meanings ascribed to those terms in the Agreement, unless otherwise specified herein.
Found in Lodging Fund REIT III, Inc. contract
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Capitalization. As of the date hereof, the authorized capital stock of the Company consists of: (i) 3,000,000,000 shares of the Common Stock, par value $0.001 per share, of which as of the date hereof 140,437,055 shares are issued and outstanding; and, (ii) 25,000,000 shares of Preferred Stock, par value $0.001 of which as of the date hereof 1 share of Preferred Stock is issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessabl...e. Except as disclosed in the Company's publicly available filings with the SEC and as will be disclosed in the Registration Statement, and based on the best information available and efforts of the Company's management, or as otherwise set forth on Schedule 4.3: i.no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; ii.there are no outstanding debt securities; iii.there are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries; 7 iv.there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement); v.there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; vi.there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement; vii.the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and viii.there is no dispute as to the classification of any shares of the Company's capital stock. The Company has furnished to the Investor, or the Investor has had access through EDGAR to, true and correct copies of the Company's Articles of Incorporation and all amendments thereto, as in effect on the date hereof (the "Articles of Incorporation"), and the Company's By-laws and all amendments thereto, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto. View More
Found in Bubblr Inc. contract
Capitalization. As of the date hereof, the authorized capital stock of the Company consists of: (i) 3,000,000,000 of, 100 million authorized shares of the Common Stock, par value $0.001 $.001 per share, of which 28 million were issued and outstanding as of the date hereof 140,437,055 shares are issued and outstanding; and, (ii) 25,000,000 shares of Preferred Stock, par value $0.001 of which as of the date hereof April 1 share of Preferred Stock is issued and outstanding. . All of such outstanding shares have be...en, or upon issuance will be, validly issued and are fully paid and nonassessable. non-assessable. Except as disclosed in the Company's publicly available filings with the SEC and as will be disclosed in the Registration Statement, and based on the best information available and efforts of the Company's management, or as otherwise set forth on Schedule 4.3: i.no i. no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; ii.there ii. there are no outstanding debt securities; iii.there 8 iii. there are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries; 7 iv.there iv. there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement); v.there v. there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; vi.there vi. there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement; vii.the vii. the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and viii.there viii. there is no dispute as to the classification of any shares of the Company's capital stock. The Company has furnished to the Investor, or the Investor has had access through EDGAR to, true and correct copies of the Company's Articles of Incorporation and all amendments thereto, Incorporation, as in effect on the date hereof (the "Articles of Incorporation"), and the Company's By-laws and all amendments thereto, By-laws, as in effect on the date hereof (the "By-laws"), and the terms tenns of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto. View More
Found in GROW CONDOS, INC. contract
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Capitalization. a. Capitalization. The accrued and unpaid interest and expenses incurred to date under the A&R Note as of the date hereof shall be capitalized as of the date hereof, such that the outstanding principal amount of the A&R Note as of the date hereof is hereby amended to equal $143,033.32.
Found in XSUNX INC contract
Capitalization. a. Capitalization. The accrued and unpaid interest and expenses incurred to date under the A&R Note as of the date hereof shall be capitalized as of the date hereof, such that the outstanding principal amount of the A&R Note as of the date hereof is hereby amended to equal $143,033.32. $252,335.
Found in XSUNX INC contract
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