Capital Stock and Other Matters. (a) Spinco is a direct, wholly owned Subsidiary of Verizon, and, as of the Effective Time, shall own or hold no assets (other than the capital stock of the Spinco Subsidiaries and any rights held in connection with the New Financing, the Spinco Securities, this Agreement or any other Transaction Agreement).
Capital Stock and Other Matters. (a) As of the date hereof, (i) the authorized capital stock of Spinco consists of 500 shares of Spinco Common Stock, (ii) there are issued and outstanding 100 shares of Spinco Common Stock, and (iii) no shares of Spinco Common Stock are being held by Spinco in its treasury. All of the issued and outstanding shares of Spinco Common Stock are validly issued, fully paid and nonassessable and free of preemptive rights. Immediately prior to the Effective Time, there will be outstanding a number of shares of Spinco Common Stock determined in accordance with Section 8.17.
Capital Stock and Other Matters. As of the date of this Agreement, the authorized capital stock of Heinz consists of 600,000,000 shares of Heinz Common Stock and 2,210,931 shares of Third Cumulative Preferred Stock, par value $10 per share ("Third Cumulative Preferred Stock"). At the close of business on June 10, 2002, (i) (A) 350,915,017 shares of Heinz Common Stock (excluding shares held by Heinz as treasury shares) were issued and outstanding, 8,032,878 shares of Heinz Common Stock were reserved for issuance pursuant to the Heinz Stock Plans and options to purchase 31,102,865 shares of Heinz Common Stock pursuant to the Heinz Stock Plans were outstanding and (B) 10,931 shares of Third Cumulative Preferred Stock of Heinz were issued and outstanding and (ii) 80,181,468 shares of Heinz Common Stock were held by Heinz in its treasury. All outstanding shares of Heinz Common Stock are, and all shares thereof which may be issued after the date of this Agreement and prior to the Effective Time will be, when issued, duly authorized validly issued, fully paid and not subject to preemptive rights. Except as set forth in this Section 3.2, as of the date of this Agreement, there are not outstanding (i) any shares of capital stock of Heinz or Heinz Common Stock, (ii) any securities of Heinz or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of Heinz or Heinz Common Stock or (iii) any options, warrants, calls, rights (including preemptive rights), commitments or other Contracts (other than this Agreement and certain other Transaction Agreements) to which Heinz or any of its Subsidiaries is a party or by which Heinz or any of its Subsidiaries will be bound obligating Heinz or any of its Subsidiaries to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, or otherwise relating to, shares of capital stock of Heinz or Heinz Common Stock or obligating Heinz or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, commitment or Contract, other than shares issued since June 10, 2002 (A) upon the exercise of outstanding options or the conversion of shares of Third Cumulative Preferred Stock or (B) in accordance with Heinz's Direct Purchase Plan (and dividend reinvestment option therein).
Capital Stock and Other Matters. (a) As of the date of this Agreement, the authorized share capital of Parent is 555,000,000 shares, divided into (i) 500,000,000 shares of Parent Class A Common Stock, 23,000,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 shares of Parent Class B Common Stock, of which 5,750,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preferred shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Parent Securities”). The foregoing represents all of the issued and outstanding Parent Securities as of the date of this Agreement. All issued and outstanding Parent Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Parent’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been 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 any applicable Law, Parent’s Governing Documents or any Contract to which Parent is a party or otherwise bound.
Capital Stock and Other Matters. (a) The authorized capital stock of Spinco consists of 1,000 shares of Spinco Common Stock, all of which are held by Heinz prior to the Distribution. Immediately following the Distribution, (i) there will be outstanding a number of shares of Spinco Common Stock equal to the number of shares of Heinz Common Stock outstanding as of the Heinz Record Date, (ii) no shares of Spinco Common Stock will be held by Spinco in its treasury and (iii) no bonds, debentures, notes or other indebtedness of Spinco or any of its Subsidiaries having the right to vote (or convertible into securities having the right to vote) on any matters on which holders of shares of capital stock of Spinco (including Spinco Common Stock) may vote ("Spinco Voting Debt") will be issued or outstanding. All outstanding shares of Spinco Common Stock are, and all shares thereof which may be issued will be, when issued, duly authorized, validly issued, fully paid and not subject to preemptive rights. Except as set forth in this Section 4.2, as of the date of this Agreement there are not outstanding (i) any shares of capital stock of Spinco, Spinco Voting Debt, Spinco Common Stock or other voting securities of Spinco, (ii) any securities of Spinco or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of Spinco, Spinco Voting Debt, Spinco Common Stock or other voting securities of Spinco or (iii) except as specified in Section 2.9 and Section 7.6, any options,
Capital Stock and Other Matters. (a) As of the date hereof, the authorized capital stock of Grizzly consists of 100,000,000 shares of Grizzly Common Stock and 75,000,000 shares of preferred stock of Grizzly. At the close of business on July 18, 2012, (i) 34,279,165 shares of Grizzly Common Stock were issued and outstanding; (ii) 2,456,096 shares of Grizzly Common Stock were reserved for issuance pursuant to the Grizzly Stock Plan; (iii) no shares of Grizzly Common Stock were held by Grizzly in its treasury or by its Subsidiaries; and (iv) no shares of preferred stock of Grizzly were issued and outstanding. All of the issued and outstanding shares of Grizzly Common Stock are validly issued, fully paid and nonassessable and free of preemptive rights.
Capital Stock and Other Matters. (a) As of the date hereof, (i) the authorized capital stock of Spinco consists of 1,000 shares of Spinco Common Stock, par value $0.01 per share, (ii) the issued and outstanding shares of capital stock of Spinco consists of 100 shares of Spinco Common Stock and (iii) no shares of Spinco Common Stock are being held by Spinco in its treasury. All of the issued and outstanding shares of Spinco Common Stock, as of the date hereof, are owned by Pluto and have been duly authorized and validly issued, are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights. Immediately prior to the Effective Time, there will be outstanding a number of shares of Spinco Common Stock determined in accordance with Section 8.15.
Capital Stock and Other Matters. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 100,000,000 shares of preferred stock of the Company. As of the date hereof, (i) 35,268,443 shares of Company Common Stock were issued and outstanding (including 603,363 shares of restricted stock), 1,308,297 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans; (ii) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries; and (iii) no shares of preferred stock of the Company were issued and outstanding. All of the issued and outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with all applicable securities Laws, including, without limitation, all applicable registration requirements under the Securities Act (unless an exemption from registration was available for a particular issuance).
Capital Stock and Other Matters. (a) As of the date hereof, the authorized capital stock of ILG consists of 300,000,000 shares of ILG Common Stock and 25,000,000 shares of preferred stock of ILG. At the close of business on October 25, 2015, (i) 57,490,609 shares of ILG Common Stock were issued and outstanding; (ii) 4,314,440 shares of ILG Common Stock were reserved for issuance pursuant to the ILG Stock Plans, of which 913,668 shares of ILG Common Stock were subject to outstanding ILG PSU Awards, zero shares of ILG Common Stock were issuable upon exercise of ILG Stock Options, 758,233 shares of ILG Common Stock were subject to outstanding ILG RSU Awards and 50,920 shares were subject to outstanding non-employee director deferred share units; (iii) 2,363,324 shares of ILG Common Stock were held by ILG in its treasury or by its Subsidiaries; (iv) no shares of preferred stock of ILG were issued and outstanding and (v) 100,000 shares of Series A Junior Participating Preferred Stock, par value $0.01 per share were reserved for issuance in connection with the exercise of rights issued pursuant to the ILG Rights Agreement. All of the issued and outstanding shares of ILG Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights.
Capital Stock and Other Matters. (a) As of the date hereof, the authorized capital stock of Utah consists of (i) 1,200,000,000 Utah Ordinary Shares and (ii) 1,200,000,000 preferred shares, par value EUR 0.01 per share (“Utah Preferred Stock”). At the close of business on July 24, 2019: (i) 515,869,921 Utah Ordinary Shares were issued and outstanding (excluding Utah Ordinary Shares held in treasury); (ii) 24,598,074 Utah Ordinary Shares were held by Utah in its treasury; (iii) 6,653,279 Utah Ordinary Shares were reserved for issuance under all outstanding Utah Options granted under the Utah Stock Plan; (iv) 63,779 Utah Ordinary Shares were reserved for issuance under all outstanding Utah SARs granted under the Utah Stock Plan; (v) 2,254,520 Utah Ordinary Shares were reserved for issuance under all outstanding Utah RSU Awards granted under the Utah Stock Plan; (vi) 1,934,108 Utah Ordinary Shares were reserved for issuance under all outstanding Utah PSU Awards granted under the Utah Stock Plan (assuming achievement of the applicable performance goals at the target levels); (vii) no Utah Ordinary Shares were held by any of its Subsidiaries; and (viii) no Utah Preferred Stock was issued and outstanding. All of the issued and outstanding Utah Ordinary Shares have been duly authorized and validly issued, fully paid and nonassessable (meaning that the holders thereof cannot, by reason of merely being such a holder, be subject to assessment or calls by Utah or its creditors for further payments on those Utah Ordinary Shares) and have not been, or will not be, issued in violation of any preemptive or similar rights.
