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 Company's entire authorized ---------------------------- capital stock consists of _______________ thousand (______________) shares of Common Stock, $____________ par value per share (the "Company Common Stock"), of which ______ 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. 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 capital stock of Sequential consists solely of 150,000,000 shares of Sequential Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share, of Sequential (the “Sequential Preferred Stock”). As of the Measurement Date, (i) 39,448,320 shares of Sequential Common Stock and no shares of Sequential Preferred Stock were issued and outstanding, (ii) 267,200 shares of Sequential Common Stock were held in treasury, (iii) 354,766 shares of Sequential Common Stock were subject to outstanding Sequential Stock Options with a weighted average exercise price of $5.213 (of which Sequential Stock Options to purchase an aggregate of 311,766 shares of Sequential Common Stock were exercisable with a weighted average exercise price of $4.391), (iv) 1,314,499 shares of Sequential Common Stock were subject to outstanding Sequential RSU Awards, (v) 524,335 shares of Sequential Common Stock were subject to Sequential Restricted Stock Awards and (vi) 630,160 shares of Sequential Common Stock were subject to outstanding Sequential Warrants.
(ii) Except as described in Section 4.2(a)(i), and except for changes since the close of business on the Measurement Date resulting from the exercise of Sequential Equity Awards, there is no, and neither Sequential nor any of its Subsidiaries has issued or agreed to issue any: (a) share of capital stock or other equity or ownership interest; (b) option, warrant or interest convertible into or exchangeable or exercisable for the purchase of shares of capital stock or other equity or ownership interests; (c) stock appreciation right, phantom stock, interest in the ownership or earnings of Sequential or any of its Subsidiaries or other equity equivalent or equity-based award or right; or (d) bond, debenture or other indebtedness having the right to vote or convertible or exchangeable for securities having the right to vote. Each outstanding share of capital stock or other equity or ownership interest of Sequential and each of the Sequential Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and in the case of its Subsidiaries, each such share or other equity or ownership interest is owned by Sequential or another Subsidiary of Sequential, free and clear of any Lien. All of the aforesaid shares or other equity or ownership interests have been offered, sold and delivered by Sequential or a Sequential Subsidiary in compliance with all applicable fede...
Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Leap capital stock consists of (A) 58,500,000 shares of Leap Common Stock and (B) 42,500,000 shares of preferred stock, par value $0.001 per share (the “Leap Preferred Stock,” and, together with the Leap Common Stock, the “Leap Capital Stock”). As of the date of this Agreement, (1) zero shares of Leap Common Stock were issued and outstanding, (2) no shares of Leap Common Stock were held in Leap’s treasury, (3) 42,281,984 shares of Leap Preferred Stock were issued and outstanding (of which 9,000,000 were designated Series A Preferred Stock, 21,500,000 were designated Series B Preferred Stock and 11,781,984 were designated Series C Preferred Stock), (4) 1,221,520 shares of Leap Common Stock were reserved and available for issuance pursuant to the 2012 Equity Incentive Plan, as amended and in effect from time to time (the “2012 Plan,” which term shall include the Amended and Restated 2012 Plan to be adopted by Leap and to become effective immediately prior to the Effective Time pursuant to Section 6.13(e) hereof) and (5) options to purchase Leap Common Stock pursuant to the 2012 Plan were outstanding, entitling the holders thereof, upon exercise, to receive an aggregate of 864,638 shares of Leap Common Stock. Prior to the Effective Time, Leap will adopt the Amended and Restated 2012 Plan and the 2016 Equity Incentive Plan (the “2016 Plan” and together with the 2012 Plan, collectively, the “Leap Stock Plans”) in accordance with the provisions of Section 6.13(e) hereof, and Leap will reserve and maintain available for issuance under each of the 2012 Plan and the 2016 Plan the number of shares of Leap Common Stock that are authorized for issuance under the 2012 Plan and the 2016 Plan, respectively, in accordance with the provisions of Section 6.13(e) hereof. Immediately prior to the Effective Time, there will be no options outstanding to purchase Leap Common pursuant to the 2016 Plan (for purpose of this Agreement, options to purchase Leap Common Stock under either the 2012 Plan or the 2016 Plan are referred to, collectively, as “Leap Stock Options”). As of the date of this Agreement, (I) no shares of capital stock or other voting securities of, (II) other equity or voting interests in or (III) securities convertible into or exchangeable for, or Leap Stock Options or other options, warrants or other rights to acquire or receive any, capital stock, voting securities or other equity interests in (clauses (i), (I...
Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Kraft capital stock consists of (A) 5,000,000,000 shares of Kraft Common Stock and (B) 500,000,000 shares of preferred stock, without par value (the “Kraft Preferred Stock” and, together with the Kraft Common Stock, the “Kraft Capital Stock”). As of the Measurement Date, (1) 588,265,637 shares of Kraft Common Stock were issued and outstanding, (2) 14,394,493 shares of Kraft Common Stock were held in Kraft’s treasury, (3) no shares of Kraft Preferred Stock were issued and outstanding, (4) 11,049,862 shares of Kraft Common Stock were reserved and available for issuance pursuant to the Kraft Employee Stock Purchase Plan (the “ESPP”), (5) 4,844,801 shares of Kraft Common Stock were reserved and available for issuance pursuant to the Kraft Management Stock Purchase Plan (the “MSPP”), (6) 26,952,707 shares of Kraft Common Stock were reserved and available for issuance pursuant to the Kraft 2012 Performance Incentive Plan (the “Kraft Stock Plan”), (7) 35,257 shares of Kraft Common Stock subject to forfeiture or vesting conditions were outstanding (“Kraft Restricted Shares”), (8) 16,144,102 options to purchase Kraft Common Stock pursuant to the Kraft Stock Plan (“Kraft Stock Options”) were outstanding, entitling the holders thereof, upon exercise, to receive an aggregate of 16,144,102 shares of Kraft Common Stock, (9) 21,661 stock appreciation rights in respect of Kraft Common Stock pursuant to the Kraft Stock Plan (“Kraft SARs”) were outstanding, entitling the holders thereof, upon exercise, to receive an aggregate of up to 21,661 shares of Kraft Common Stock, (10) 1,866,212 restricted stock units (“Kraft RSUs”) were outstanding, entitling the holders thereof to receive an aggregate of 1,866,212 shares of Kraft Common Stock, (11) 2,293,921 performance shares (“Kraft Performance Shares”) were outstanding, entitling the holders thereof to receive an aggregate of 2,293,921 shares of Kraft Common Stock at target,
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 December 31, 2004 are as set forth on Exhibit A.
Authorized and Issued Shares. The entire authorized ---------------------------- capital stock of Child Study consists of Two Thousand Five Hundred (2,500) shares of Common Stock, without par value (the "Child Study Common Stock"), of which One Hundred (100) shares are issued and outstanding. The entire authorized capital stock of I-R consists of Two Thousand Five Hundred (2,500) shares of Common Stock, without par value (the "I-R Common Stock"), of which Three Hundred (300) shares are issued and outstanding. No shares of Child Study Common Stock are held in Child Study's treasury and no shares are reserved for issuance. No shares of I-R Common Stock are held in I-R's treasury and no shares are reserved for issuance. The Child Study Common Stock and the I-R Common Stock are sometimes hereinafter referred to collectively as "Company Common Stock." 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 of record and beneficially by the Stockholders, in the amounts set forth opposite their names on Section 2.1 of the disclosure schedule delivered to the Purchaser pursuant to this Agreement (the "Companies' Disclosure Schedule"). Neither of the Companies nor the Stockholders is 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 either of the Companies.
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. (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,
