Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized United capital stock consists of (A) 1,000,000,000 shares of United Common Stock, of which, as of the close of business on April 29, 2010 (such date and time, the “Measurement Date”), 168,276,876 shares were issued and outstanding (including the United Reserve Shares), of which 274,767 were United Restricted Shares, (B) 250,000,000 shares of Preferred Stock (the “Serial Preferred Stock”), of which, as of the Measurement Date, zero shares were issued and outstanding, (C) one share of Class Pilot MEC Junior Preferred Stock (the “Class Pilot MEC Preferred Stock”), of which, as of the Measurement Date, one share was issued and outstanding, and (D) one share of Class IAM Junior Preferred Stock (the “Class IAM Preferred Stock,” and, collectively with the Serial Preferred Stock and the Class Pilot MEC Preferred Stock, the “United Preferred Stock,” and together with the United Common Stock, “United Capital Stock”), of which, as of the Measurement Date, one share was issued and outstanding. As of the Measurement Date, 1,097,693 shares of United Capital Stock were held in United’s treasury. As of the Measurement Date, no shares of United’s capital stock or other voting securities of or equity interests in United were issued, reserved for issuance or outstanding except as set forth in this Section 3.2(a)(i). All of the issued and outstanding shares of United Capital Stock are and, at the time of issuance, all such shares that may be issued as Merger Consideration or upon the exercise or vesting of, or pursuant to, United Stock Options and United Stock-Based Awards or upon the conversion of United’s 5% Senior Convertible Notes due 2021 (the “X’Xxxx Notes”) issued pursuant to the Indenture dated as of February 1, 2006, between United and Bank of New York Trust Company, N.A., as trustee, as amended to the date of this Agreement (the “X’Xxxx Notes Indenture”), United’s 4.5% Senior Limited Subordinated Convertible Notes due 2021 (the “Labor Notes”) issued pursuant to the Indenture dated as of July 25, 2006, between United and Bank of New York Trust Company, N.A., as trustee, as amended to the date of this Agreement (the “Labor Notes Indenture”), or United’s 6% Senior Convertible Notes due 2029 (the “United 6% Convertible Notes”) issued pursuant to the Indenture dated as of October 7, 2009, between United and Bank of New York Trust Company, N.A., as trustee, as amended to the date of this Agreement (the “United 6% Conver...
Authorized and Issued Shares. The Company's entire authorized ---------------------------- capital stock consists of 10,000 shares of Common Stock, $1.00 par value per share (the "Company Common Stock"), of which 2,500 shares are issued and outstanding. No shares of Company Common Stock are held in the Company's treasury and no shares are reserved for issuance. All outstanding shares of Company Common Stock have been duly authorized and are validly issued and are fully paid and non-assessable and are owned by the Stockholder. The Company is not a party to or bound by any options, calls, contracts, preemptive rights or commitments of any character relating to any issued or unissued capital stock, or any other equity security issued or to be issued by the Company.
Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Continental capital stock consists of (A) 400,000,000 shares of Continental Common Stock, of which, as of the Measurement Date, 139,707,205 shares were issued and outstanding, none of which were Continental Restricted Shares, and (B) 10,000,000 shares of Continental preferred stock, of which, as of the Measurement Date, zero shares of Continental Series A Junior Participating Preferred Stock (the “Continental Preferred Stock,” and together with the Continental Common Stock, “Continental Capital Stock”) were issued and outstanding. As of the Measurement Date, no shares of Continental Capital Stock were held in Continental’s treasury. As of the Measurement Date, no shares of Continental’s capital stock or other voting securities of or equity interests in Continental were issued, reserved for issuance or outstanding except as set forth in this Section 4.2(a)(i). All of the issued and outstanding shares of Continental Capital Stock are and, at the time of issuance, all such shares that may be issued upon the exercise or vesting of, or pursuant to, Continental Stock Options or Continental Stock-Based Awards or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, TIDES or Continental Convertible Common Securities will be, duly authorized and validly issued and fully paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Law, the Continental Charter, the Continental Bylaws or any contract to which Continental is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, Continental has not issued any capital stock or voting securities or other equity interests other than the issuance of Continental Capital Stock upon the exercise or vesting of, or pursuant to, Continental Stock Options and Continental Stock-Based Awards outstanding as of the Measurement Date and in accordance with their respective terms in effect at such time or upon the conversion of the Continental Convertible Notes, Continental Convertible Debentures, Continental 2015 Convertible Notes, Continental’s 6% Convertible Preferred Securities Term Income Deferrable Equity Securities (the “TIDES”) issued pursuant to the Amended and Restated Declaration of Trus...
Authorized and Issued Shares. The Seller shall at all times reserve and have available all Common Stock necessary to comply with the terms of this Agreement.
Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Insys capital stock consists of 175 million shares of Insys Common Stock, $.001 par value, 160,500,000 shares of which have been designated as Common Stock and 14,500,000 shares of which have been designated as Non-Voting Common Stock. As of the Measurement Date, 145,470,763 shares of Common Stock and 145,284 shares of Non-Voting Common Stock were issued and outstanding. As of the Measurement Date, zero shares of Insys Common Stock were held in Insys’s treasury. As of the Measurement Date, no shares of Insys capital stock or other voting securities of or equity interests in Insys were issued, reserved for issuance or outstanding except as set forth in this Section 4.2(a)(i). As of the Measurement Date, the Insys Common Stock was held by twenty one Persons. All of the issued and outstanding shares of Insys Common Stock are, and, at the time of issuance, all such shares that may be issued upon the exercise of Insys Stock Options will be, duly authorized, validly issued, fully paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Law, the Insys
Authorized and Issued Shares. The authorized and issued shares of Preferred Stock, Common Stock and warrants, options, instruments convertible into Common Stock and rights to acquire Preferred or Common Stock, as of December 23, 1998, are as set forth in Exhibit "B". 5.8
Authorized and Issued Shares. The authorized and issued shares of the Company preferred stock, Common Stock and warrants, options, and instruments convertible into Common Stock as of September 30, 2005 are as set forth on Exhibit A.
Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized United capital stock consists of (A) 1,000,000,000 shares of United Common Stock, of which, as of the close of business on April 29, 2010 (such date and time, the “ Measurement Date ”), 168,276,876 shares were issued and outstanding (including the United Reserve Shares), of which 274,767 were United Restricted Shares,
Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized capital stock of Alleghany consists of 22,000,000 shares of common stock, par value $1.00 per share (the “Alleghany Common Stock”) and 8,000,000 shares of preferred stock of Alleghany, par value $1.00 (the “Alleghany Preferred Stock”). As of the close of business on November 18, 2011 (the “Measurement Date”), (A) 9,117,787 shares of Alleghany Common Stock and no shares of Alleghany Preferred Stock were issued and outstanding, (B) 566,141 shares of Alleghany Common Stock were held in treasury, (C) 56,115 shares of Alleghany Common Stock were subject to outstanding Alleghany RSUs, (D) 48,105 shares of Alleghany Common Stock were subject to outstanding Alleghany Stock Options (of which Alleghany Stock Options to purchase an aggregate of 38,644 shares of Alleghany Common Stock were exercisable) and (E) 23,433 Alleghany Restricted Shares were outstanding. Section 3.2 of the Alleghany Disclosure Schedule contains a complete and correct list, as of the Measurement Date, of each outstanding Alleghany Stock Option, each outstanding Alleghany RSU and each outstanding Alleghany Restricted Share, including, as applicable, the holder, date of grant, exercise price (to the extent applicable), vesting schedule and number of shares of Alleghany Common Stock subject thereto and each Alleghany Stock Plan.
Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized capital stock of MSLO consists solely of (A) 350,000,000 shares of MSLO Class A Common Stock; (B) 150,000,000 shares of MSLO Class B Common Stock and (C) 150,000,000 shares of preferred stock, par value $.01 per share (the “MSLO Preferred Stock”). As of June 15, 2015 (the “Measurement Date”), (i) 32,472,857 shares of MSLO Class A Common Stock; 24,984,625 shares of MSLO Class B Common Stock and no shares of MSLO Preferred Stock were issued and outstanding, (ii) 59,400 shares of MSLO Common Stock were held in treasury, (iii) 6,447,172 shares of MSLO Common Stock were reserved for issuance pursuant to MSLO Equity Awards, (iv) 3,079,325 shares of MSLO Common Stock were subject to outstanding MSLO Stock Options with a weighted average exercise price of $3.45 (of which MSLO Stock Options to purchase an aggregate of 2,525,090 shares of MSLO Common Stock were exercisable with a weighted average exercise price of $2.71), (v) 185,000 shares of MSLO Common Stock were subject to outstanding MSLO Performance Stock Options with a weighted average exercise price of $8.39 (of which MSLO Performance Stock Options to purchase an aggregate of 10,000 shares of MSLO Common Stock were exercisable with a weighted average exercise price of $5.00), (vi) 489,127 shares of MSLO Common Stock were subject to outstanding MSLO RSU Awards and (vii) 808,333 shares of MSLO Common Stock were subject to outstanding MSLO Performance RSU Awards. Section 3.2 of the MSLO Disclosure Schedule contains a complete and correct list, as of the Measurement Date, of each outstanding MSLO Stock Option, each outstanding MSLO Performance Stock Option, each outstanding MSLO RSU Award, each outstanding MSLO Performance RSU Award including, as applicable, the holder, date of grant, exercise price (to the extent applicable), vesting schedule, performance targets and number of shares of MSLO Common Stock subject thereto.
