Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.
Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 551,000,000 shares, consisting of (a) 550,000,000 shares of common stock (the “Common Stock”), including (i) 490,000,000 shares of Class A Common Stock (the “Class A Common Stock”), and (ii) 60,000,000 shares of Class E Common Stock (the “Class E Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”).
Authorized Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is 2,001,000,000 of which the Corporation shall have authority to issue 2,000,000,000 shares of common stock, each having a par value of one cent per share ($0.01) (the “Common Stock”), and 1,000,000 shares of preferred stock, each having a par value of one cent per share ($0.01) (the “Preferred Stock”).
Authorized Capital Stock. (a) The authorized capital stock of the Company consists of (i) an unlimited number of Common Shares, (ii) an unlimited number of Class B Special Shares, (iii) an unlimited number of Class A Special Shares and (iv) an unlimited number of Class A Preferred Shares. Immediately prior to the Closing, (A) 16,260,659 Common Shares are validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued or outstanding.
(b) The stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares, subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are as set forth in the attached Schedule III. As of the Closing, (i) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (ii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in the Articles, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there are no voting trusts or agreements, shareholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which the Company is a party or, to the Company’s knowledge, to which the Company is not a party. All of the outstanding securities of the Company were issued in compliance with all applicable securities laws, either domestic or foreign.
Authorized Capital Stock. 3 SECTION 2.05
Authorized Capital Stock. As of the date hereof, the authorized capital of the Company consists of 900,000,000 shares of Class A Common Stock, 150,000,000 shares of Class B Common Stock and 75,000,0000 shares of Preferred Stock, of which, (i) 154,870,376 shares of Class A Common Stock are issued and outstanding, (ii) 53,660,000 shares of Class B Common Stock are issued and outstanding, (iii) 17,149,558 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of the shares of Preferred Stock are issued and outstanding. The issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. With respect to each of the Subsidiaries, to the reasonable knowledge of the Company: (x) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees in the case of non-U.S. Subsidiaries, are owned by the Company free and clear of all liens, encumbrances and equities and claims, and (y) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. Notwithstanding the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue o...
Authorized Capital Stock. As of the date of this Agreement, the authorized capital stock of the Company consists of 875,000,000 shares of Common Stock and of 5,000,000 shares of preferred stock. The issued and outstanding capital stock of the Company and the shares of Common Stock available for grant pursuant to the Company’s 1993 Stock Incentive Plan, 1998 Stock Incentive Plan and 2003 Stock Incentive Plan (collectively, the “Company Option Plans”) or otherwise as of March 26, 2010 (the “Measurement Date”) is set forth on Section 3.4 of the Company Disclosure Letter. From the Measurement Date to the date of this Agreement, other than in connection with the issuance of shares of Common Stock pursuant to the exercise of options outstanding as of the Measurement Date, there has been no change in the number of outstanding shares of capital stock of the Company or the number of outstanding Equity Securities (as defined below). Except as set forth on Section 3.4 of the Company Disclosure Letter, on the Measurement Date, there was not outstanding, and there was not reserved for issuance, any (i) share of capital stock or other voting securities of the Company or its Significant Subsidiaries; (ii) security of the Company or its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or its Significant Subsidiaries; (iii) option or other right to acquire from the Company or its Subsidiaries, or obligation of the Company or its Subsidiaries to issue, any shares of capital stock, voting securities or security convertible into or exercisable or exchangeable for shares of capital stock or voting securities of the Company or its Significant Subsidiaries, as the case may be; or (iv) equity equivalent interest in the ownership or earnings of the Company or its Significant Subsidiaries or other similar right, in each case to which the Company or a Significant Subsidiary is a party (the items in clauses (i) through (iv) collectively, “Equity Securities”). Other than as set forth on Section 3.4 of the Company Disclosure Letter or as contemplated by this Agreement, or pursuant to Contracts entered into by the Company after the date hereof and prior to the Closing that are otherwise not inconsistent with any Purchaser’s rights hereunder and with respect to the transactions contemplated hereby, and do not confer on any other Person rights that are superior to those received by any Purchaser hereunder or pursuant to the transactions co...
Authorized Capital Stock. The Company has the authorized and the issued and outstanding capitalization as set forth on Schedule 4.3(i); all of the issued and outstanding securities of the Company have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the SEC Reports. Except as set forth on Schedule 4.3(ii), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. With respect to each of the Subsidiaries (i) all the issued and outstanding shares of such Subsidiary’s capital stock is owned and held by the Company, and have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s capital stock or any such options, rights, convertible securities or obligations.
Authorized Capital Stock. The authorized capital stock of (a) the Company consists of (i) 3,000,000 shares of preferred stock, no par value per share (the "Preferred Stock"), of which 730,000 shares have been designated "Series A Preferred" and 850,000 shares designated "Series A-I Preferred" and (ii) 5,000,000 shares of common stock (the "Common Stock") and (b) Bartxxx xxxsists of 1,000 shares of common stock, par value $.01 per share. Immediately prior to the Closing, all of the capital stock of Bartxxx xxxch is issued and outstanding will be owned by the Company, 1,983,450 shares of Common Stock will be issued and outstanding all of which will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, 525,492 shares of Series A Preferred Stock will be issued and outstanding pursuant to the Convertible Stock Purchase Agreement, dated July 22, 1994, by and among the Company and the Purchasers set forth on "Schedule I" thereto (the "1994 Stock Purchase Agreement"), 566,874 shares of Series A-I Preferred will be issued and outstanding pursuant to the Convertible Stock Purchase Agreement, dated September 22, 1995, by and among the Company and the purchasers set forth on "Schedule I" thereto (the "1995 Stock Purchase Agreement") and 128,775 shares of Series A-I Preferred will be issued and outstanding pursuant to a Convertible Preferred Stock Purchase Agreement, dated November 16, 1995, between the Company and Northstar American Corporation. No other shares of capital stock of the Company or Bartxxx xxxe been issued or reserved for issuance, except 385,000 shares of Common Stock reserved for issuance in the event options granted pursuant to the 1989 and 1990-1991 Stock Option Plans of the Company are exercised, 730,000 shares of Common Stock reserved for issuance in the event of the conversion
Authorized Capital Stock. The authorized capital stock of the Surviving Corporation upon consummation of the Merger shall be as set forth in the Parent Articles immediately prior to the Merger.
