Capital Stock of Parent. As of the date hereof, the authorized capital of Parent consists of (i) 150,000,000 shares of Common Stock of Parent, par value $.01 per share (the "PARENT COMMON STOCK"), of which, as of the date hereof, 39,006,212 shares are issued and outstanding; and (ii) 75,000,000 shares of preferred stock, par value $.01 per share (the "PARENT PREFERRED STOCK," together with the Parent Common Stock, the "PARENT CAPITAL STOCK"), none of which is issued and outstanding or reserved for any purpose. All outstanding shares of Parent Common Stock are validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Parent Common Stock has been issued in violation of the preemptive rights of any person or in violation of applicable federal or state securities laws, except where any such violation or violations, individually or in the aggregate, would not have a Material Adverse Effect on Parent. SCHEDULE 2.4 sets forth a true and complete list of the names and addresses of each of the holders of record of options to purchase Parent Common Stock (the "PARENT STOCK OPTIONS"), the respective number of shares of Parent Common Stock subject to such Parent Stock Option, the exercise price applicable to such Parent Stock Option and the expiration date of such Parent Stock Option. Except for this Agreement, the Merger Agreement and except as set forth on SCHEDULE 2.4 hereof, there are no agreements, arrangements, warrants, options, puts, calls, rights or other commitments, plans or understandings of any character relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting, or transfer of any shares of Parent Common Stock or any other securities of Parent. Except as set forth on SCHEDULE 2.4 and except pursuant to applicable laws, there are no restrictions, including but not limited to self-imposed restrictions, on the retained earnings of Parent or on the ability of Parent to declare and pay dividends.
Capital Stock of Parent. After giving effect to the Parent Charter Amendments, (i) no shares of Parent Class L Common Stock or Existing Parent Common Stock will be issued and outstanding prior to the Effective Time (ii) each share of Parent Class A-1 Common Stock issued and outstanding immediately prior to the Effective Time shall, at the election of the holder thereof in accordance with the procedures set forth herein, either (A) remain issued and outstanding and unchanged as a validly issued, fully paid and nonassessable share of Class A-1 Common Stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Class A-1 Common Stock”) or (B) be converted into one validly issued, fully paid and nonassessable share of Surviving Class N Common Stock, (iii) each share of Parent Class A-2 Common Stock issued and outstanding immediately prior to the Effective Time shall, at the election of the holder thereof in accordance with the procedures set forth herein, either (A) remain issued and outstanding and unchanged as a validly issued, fully paid and nonassessable share of Class A-2 Common Stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Class A-2 Common Stock”) or (B) be converted into one validly issued fully paid and nonassessable share of Surviving Class N Common Stock and (iv) each share of Parent Class N Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and unchanged as a validly issued, fully paid and nonassessable share of Surviving Class N Common Stock.
Capital Stock of Parent. Except for transactions (x) among Parent and its wholly-owned Subsidiaries or (y) among Parent’s wholly-owned Subsidiaries, in each case in the ordinary course and that do not adversely affect Parent, Parent shall not, and shall not permit any of its Subsidiaries to, issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of its capital stock or other ownership interest in Parent or any of its Subsidiaries or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire or with respect to any such shares of capital stock, ownership interest or convertible or exchangeable securities or take any action to cause to be exercisable any otherwise unexercisable option under any existing stock option plan (except as otherwise provided by the terms of this Agreement, as required by the terms of any Parent Benefit Plan, or the express terms of any unexercisable or unexercised equity awards outstanding on the date hereof), other than (A) issuances of shares of Parent Common Stock in respect of any exercise of Parent Stock Options and settlement of any Parent Restricted Stock Units outstanding on the date hereof or as may be granted after the date hereof as permitted under this Section 5.1(b)(ii), (B) the sale of shares of Parent Common Stock pursuant to the exercise of options exercisable into, or the vesting of awards with respect to, Parent Common Stock, to purchase Parent Common Stock if necessary to effectuate an optionee direction upon exercise or for withholding of Taxes, and (C) the grant of equity compensation awards in the ordinary course of business in accordance with Parent’s customary compensation practices;
Capital Stock of Parent. Each issued and outstanding share of capital stock of Parent outstanding immediately prior to the Effective Time shall remain outstanding and shall not be affected by the Merger.
Capital Stock of Parent. (i) The authorized capital stock of Parent consists of 300,000,000 shares of Parent Common Stock, 300,000,000 shares of Class B common stock, par value $0.01 per share (“Class B Parent Common Stock”) and 30,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of the close of business on May 9, 2017 (the “Measurement Date”), (A) 54,103,923 shares of Parent Common Stock were issued and outstanding, (B) no shares of Class B Parent Common Stock were issued and outstanding, (C) no shares of Parent Preferred Stock were issued and outstanding, (D) 5,609,546 shares of Parent Common Stock were reserved and available for issuance pursuant to Parent’s 2010 Equity Incentive Plan and 2014 Equity Incentive Plan, each as amended and amended and restated (the “Parent Stock Plans”); of which 2,996,717 shares of Parent Common Stock were subject to issuance pursuant to outstanding equity awards of Parent pursuant to Parent Stock Plans, comprised of (I) 1,889,612 shares of Parent Common Stock were subject to issuance pursuant to the exercise of outstanding options to purchase shares of Parent Common Stock granted under the Parent Stock Plans (“Parent Options”), (II) restricted stock unit awards representing the right to receive up to 932,628 shares of Parent Common Stock were outstanding (“Parent RSUs”), and (III) performance share units representing the right to receive up to 174,477 shares of Parent Common Stock were outstanding (“Parent PSUs”), and (E) 939,763 shares of Parent Common Stock were reserved and available for issuance under Parent’s 2016 Employee Stock Purchase Plan. All outstanding shares of capital stock of Parent are, and all shares reserved for issuance will be, when issued, duly authorized, validly issued, fully paid and 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 DGCL, the certificate of incorporation of Parent, the bylaws of Parent or any Contract to which Parent is a party or is otherwise bound. All outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of Parent have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rights. All outstanding shares of capital stock and other voting securities or equity interests of each such Subsidiary are owned, directly ...
Capital Stock of Parent. Each Parent Share issued or transferred as part of the Per Share Merger Consideration has been or will be when issued, duly authorized, validly issued, fully paid and nonassessable. Except as otherwise disclosed in the Parent Reports and excluding any rights issued under the employee benefit plans of Parent, (a) there are no preemptive or other outstanding rights, options, warrants, conversion rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent to issue or sell any shares of capital stock or other securities of Parent or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries or that give any Person the right to receive any economic or voting interest of a nature accruing to the holders of Parent Shares, and (b) Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.
Capital Stock of Parent. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the sole shareholder of the Company, each of the issued and outstanding shares of the Company’s Common Stock shall be cancelled.
Capital Stock of Parent. The issued and outstanding shares of capital stock of Parent shall remain issued and outstanding and unchanged.
Capital Stock of Parent. Each issued and outstanding share of ------------------------ capital stock of Parent shall remain outstanding and unaffected by the Merger.
Capital Stock of Parent. Each issued and outstanding Parent Share shall remain outstanding following the Effective Time as a share of the Surviving Corporation.
