Common Stock and Preferred Stock Sample Clauses
The 'Common Stock and Preferred Stock' clause defines the two primary classes of shares that a corporation may issue, outlining their respective rights and privileges. Typically, common stockholders have voting rights and may receive dividends, while preferred stockholders have priority in dividend payments and asset distribution upon liquidation, but often lack voting rights. This clause clarifies the distinctions between these share types, ensuring that investors and stakeholders understand their entitlements and the hierarchy of claims, thereby preventing disputes and promoting transparency in corporate governance.
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Common Stock and Preferred Stock.ÌýSuch Seller has good and valid title to the shares of Common Stock set forth next to such Seller's name on the Seller Purchase Price Allocation Schedule and the shares of Preferred Stock set forth next to such Seller's name on the Seller Purchase Price Allocation Schedule, free and clear of all Liens. Assuming Purchaser has the requisite power and authority to be the lawful owner of such shares of Common Stock and Preferred Stock, upon delivery to Purchaser at the Closing of certificates representing such shares of Common Stock and Preferred Stock, duly endorsed by such Seller for transfer to Purchaser, and upon such Seller's receipt of the amount payable to such Seller pursuant to Section 1.04(b) good and valid title to such shares of Common Stock and Preferred Stock will pass to Purchaser, free and clear of any Liens, other than those arising from acts of Purchaser or its affiliates. Other than this Agreement, the Stockholders Agreement and the Executive Stock Agreements, such shares of Common Stock and Preferred Stock are not subject to any voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of such shares of Common Stock and Preferred Stock. Other than the shares of Common Stock and Preferred Stock listed on the Seller Purchase Price Allocation Schedule, such Seller has no other equity interests or rights to acquire equity interests in the Company.
Common Stock and Preferred Stock.ÌýThe Seller owns no shares of Common Stock and owns no shares of Preferred Stock.
Common Stock and Preferred Stock.ÌýThe authorized capital stock of the Company consists, or will consist immediately prior to the Closing of 50,000,000 shares of Common Stock and 33,608,167 shares of Preferred Stock of which 13,333,334 shares have been designated Series A Preferred Stock ("Series A Stock") and 10,150,490 shares have been designated Series B Preferred Stock. The Series B Preferred Stock have the rights, preferences, privileges and restrictions set forth in the Restated Articles. Immediately prior to the Closing, there are 12,782,307 shares of Common Stock issued and outstanding; 13,333,334 shares of Series A Preferred Stock, and no Series B Preferred Stock issued and outstanding. All such issued and outstanding shares have been duly authorized and validly issued, are fully paid and nonassessable and were issued in compliance with all applicable state and federal laws concerning the issuance of securities.
Common Stock and Preferred Stock.ÌýThe authorized capital stock of the Company consists of: (A) 720,000,000 shares of Common Stock; and (B) 625,239,509 shares of Preferred Stock, of which 94,134,273 shares are designated Series A-1 Preferred Stock, 425,000,000 shares are designated Series B-1 Preferred Stock, 10,664,750 shares are designated Series A Preferred Stock, 32,114,138 shares are designated Series B Preferred Stock, 37,922,362 shares are designated Series C Preferred Stock, 8,247,940 shares are designated Series C-1 Preferred Stock, and 17,156,046 shares are designated Series D Preferred Stock. As of the date hereof after giving effect to the Conversion: (1) 483,073,313 shares of Common Stock were issued and outstanding (excluding shares of Common Stock held by the Company in its treasury), (2) no shares of Common Stock were issued and held by the Company in its treasury, (3) no shares of Series A-1 Preferred Stock were issued and outstanding, (4) no shares of Series
B-1 Preferred Stock were issued and outstanding, (5) no shares of the Company’s Series A Preferred Stock were issued and outstanding, (6) no shares of the Company’s Series B Preferred Stock were issued and outstanding, (7) no shares of the Company’s Series C Preferred Stock were issued and outstanding, (8) 8,247,940 shares of Series C-1 Preferred Stock were issued and outstanding, (9) no shares of the Company’s Series D Preferred Stock were issued and outstanding, and no other shares of Preferred Stock were issued and outstanding. There are no other issued and outstanding shares of capital stock of the Company. All outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issued, fully paid and nonassessable. The Conversion is valid and effective pursuant to the Charter Documents and the DGCL
Common Stock and Preferred Stock.Ìý(a) Each share of Non-Voting Common Stock, par value $.001 per share ("Common Stock"), of the Company issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive 59.99477 shares of common stock, par value $.01 per share ("NFO Common Stock"), of NFO, and each share of Preferred Stock, par value $.001 per share ("Preferred Stock"), of the Company issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive 4.72813 shares of NFO Common Stock. (The shares of NFO Common Stock into which the Common Stock and Preferred Stock are converted into a right to receive, together with any cash in lieu of fractional shares of NFO Common Stock, is referred to herein as the "Merger Consideration"). The Merger Consideration shall be payable to the holders of the Common Stock and Preferred Stock, without interest thereon, upon surrender of the certificate representing such share of Common Stock or Preferred Stock, as the case may be. Subject to Section 2.4, the Merger Consideration shall be paid by Merger Sub to the Shareholders on the Effective Time and shall be allocated in accordance with Schedule 2.1(a) hereto and, notwithstanding anything to the contrary herein, the Merger Consideration received by each Stockholder shall be treated as received in exchange for the shares of Common Stock or Preferred Stock, as the case may be, specifically designated in Schedule 2.1(a).
(b) Each share of Common Stock and Preferred Stock held in the Company's treasury immediately prior to the Effective Time, if any, shall, by virtue of the Merger, be canceled and retired and cease to exist, without any conversion thereof or payment of any consideration therefor.
(c) From and after the Effective Time, the holders of certificates representing shares of Common Stock or Preferred Stock shall cease to have any rights with respect to such certificates, except the right to receive the Merger Consideration.
Common Stock and Preferred Stock.ÌýThe Preferred Stock is, and each class of Common Stock is, or when issued and delivered will be, duly and validly issued, fully paid and nonassessable. No stockholder of Company has or will have any preemptive rights to subscribe for any additional equity Securities of Company. The issuance and sale of Company's Common Stock and Preferred Stock, upon such issuance and sale, will either (a) have been registered or qualified under applicable federal and state securities laws or (b) be exempt therefrom.
Common Stock and Preferred Stock.ÌýThe authorized capital stock of the Company consists, or will consist immediately prior to the Closing of 60,000,000 shares of Common Stock and 26,245,034 shares of Preferred Stock of which 13,333,334 shares have been designated Series A Preferred Stock ("Series A Stock"), 10,150,490 shares have been designated Series B Preferred Stock ("Series B Stock") and 2,761,210 shares have been designated Series C Preferred Stock ("Series C Stock"). The Series C Stock have the rights, preferences, privileges and restrictions set forth in the Restated Articles. Immediately prior to the Closing, there are 12,856,726 shares of Common Stock issued and outstanding; 13,333,334 shares of Series A Stock, 10,150,490 shares of Series B Stock and no shares of Series C Stock issued and outstanding. All such issued and outstanding shares have been duly authorized and validly issued, are fully paid and nonassessable and were issued in compliance with all applicable state and federal laws concerning the issuance of securities.
Common Stock and Preferred Stock.ÌýIn consideration of RimAsia’s funding for the benefit of NeoStem and CBH in anticipation of the Merger, and in full satisfaction of any and all obligations to repay RimAsia $1,600,000 in funding provided, the Parties agree that in connection with the closing of the Merger RimAsia shall receive (a) 1,200,000 shares of NeoStem common stock in addition to the 5,383,009 shares RimAsia is to receive pursuant to the Merger Agreement, so that the total number of shares of NeoStem common stock RimAsia shall receive in connection with the closing of the Merger shall be 6,458,009 (after giving effect to other adjustments); and (b) 1,200,000 shares of NeoStem Series C Convertible Preferred Stock in addition to the 6,977,512 shares of NeoStem Series C Convertible Preferred Stock RimAsia is to receive pursuant to the Merger Agreement, so that the total number of shares of NeoStem Series C Convertible Preferred Stock RimAsia shall receive in connection with the closing of the Merger shall be 8,177,512.
Common Stock and Preferred Stock.ÌýAt the Effective Time, by virtue of the Merger, automatically and without any action on the part of any party:
(a) Each share of Common Stock (other than Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted without any action on the part of the holders thereof into and represent the right to receive and become exchangeable for an amount in cash (without interest and payable in accordance with this Article II) equal to the Per Share Amount;
(b) Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be converted, without any action on the part of the holders thereof, into and represent the right to receive and become exchangeable for an amount in cash (without interest and payable in accordance with this Article II) equal to the number of shares of Common Stock issuable upon conversion of such share of Preferred Stock (including the conversion of accrued and unpaid dividends thereon) immediately prior to the Effective Time multiplied by the Per Share Amount;
(c) Each Share, if any, held in the Company’s treasury or owned beneficially by Buyer or Merger Sub shall be cancelled and retired without payment of any consideration therefor; and
(d) Each issued and outstanding share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.
Common Stock and Preferred Stock.ÌýAs of December 31, 2020, the Company has an authorized capital of 243,000,000 shares, $0.01 par value, of which 240,000,000 shares are designated common stock, and 3,000,000 shares are designated preferred stock. Of the preferred stock, 240,000 shares are designated Series A Junior Participating Preferred Stock and the remaining shares of preferred stock are undesignated as to series, rights, preferences, privileges or restrictions.