Capitalization; Indebtedness. (a) The authorized capital stock of the Company consists of 910,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $1.00 per share (the “Company Preferred Stock”), of which 400,000 shares have been designated Series A Junior Participating Preferred Stock (the “Company Series A Preferred Stock”).
Capitalization; Indebtedness. (a) As of October 31, 2023, the share capital of the Company consists of 243,561,586 issued Ordinary Shares, fully paid, and with a par value of €0.01 each, and total authorized capital of 422,424,003 Ordinary Shares. All of the outstanding shares of capital stock of the Company have been duly authorized, validly issued and are fully paid and nonassessable and were issued in compliance with all applicable securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right. Other than 11,384,320 Ordinary Shares reserved for future issuance under the Company’s equity plans, 22,865,721 Ordinary Shares issuable upon the exercise of outstanding stock options, founders warrants and warrants and upon vesting of restricted free shares granted pursuant to the Company’s equity plans, and a maximum of 47,641,560 shares reserved for issuance under outstanding convertible notes and warrants, the Company has no shares of capital stock reserved for issuance. Except as set forth above or pursuant to this Agreement, the Company does not have outstanding any options to purchase, or any rights or warrants to subscribe for, any securities or obligations convertible into, or any contracts or commitments to issue or sell, any shares of capital stock, or any such warrants, convertible securities or obligations.
Capitalization; Indebtedness. (a) The authorized capital stock of the Company consists of (i) 240,000,000 shares of Company Common Stock and (ii) 1,000,000 shares of preferred stock, par value $1.00 per share ("Company Preferred Stock"), of which 240,000 shares have been designated as the Company's Series A Junior Participating Preferred Stock and reserved for issuance upon the exercise of Rights. As of the close of business on August 31, 2009: (A) 110,992,118 shares of Company Common Stock were issued and outstanding (including 2,178,059 shares of Restricted Stock and including in each case the associated Rights issued pursuant to the Rights Agreement dated as of June 3, 2002 (the "Rights Agreement") between the Company and EquiServe Trust Company, as rights agent (the "Rights Agent")); (B) no shares of Company Preferred Stock were issued or outstanding; (C) 4,260,822 shares of Company Common Stock were held by the Company as treasury shares; (D) there were outstanding Options to purchase 9,644,018 shares of Company Common Stock and 14,578,152 shares of Company Common Stock were reserved for issuance under the Stock Plans (including upon exercise of the Options); (E) there were 58,711 shares of Company Common Stock subject to outstanding Restricted Stock Units; (F) there were 1,134,661 shares of Company Common Stock available for issuance under the ESPP; and (G) there was outstanding (x) $99,844,000 in aggregate principal amount of the Convertible Notes due 2010 convertible as of such date into 3,346,517 shares of Company Common Stock, and (y) $188,255,000 in aggregate principal amount of Convertible Notes due 2024 convertible as of such date into zero (0) shares of Company Common Stock, and not less than the aggregate number of shares of Company Common Stock specified in the preceding clause (x) were reserved for issuance upon conversion of such Convertible Notes. Such issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive or similar rights under any provision of the DGCL and the Company Charter Documents or any agreement to which the Company is a party or by which the Company is otherwise bound.
Capitalization; Indebtedness. (a) The authorized capital stock of Xerox consists of 1,750,000,000 shares of Xerox Common Stock, 600,000 shares of Class B Stock, par value $1.00 per share, and 22,043,067 shares of Cumulative Preferred Stock, par value $1.00 per share, of which 300,000 shares of Xerox Series A Preferred Stock are authorized and 180,000 shares of Xerox Series B Preferred Stock will be authorized as of the Closing. As of the close of business on September 30, 2016, (i) 1,013,776,524 shares of Xerox Common Stock were issued and outstanding (and no Xerox Restricted Shares were issued and outstanding), (ii) 101,171,373 shares of Xerox Common Stock were reserved and available for issuance pursuant to the Xerox Stock Plans, (iii) 34,678,712 shares of Xerox Common Stock were subject to outstanding awards under the Xerox Stock Plans, (iv) 300,000 shares of Xerox Series A Preferred Stock were issued and outstanding, (v) 26,966,280 shares of Xerox Common Stock were reserved and available for issuance upon conversion of the Xerox Series A Preferred Stock and (vi) approximately 835,000 shares of Xerox Common Stock were reserved and available for issuance pursuant to the historical convertible indebtedness and other instruments.
Capitalization; Indebtedness. 4 2.5 SEC Reports and Certain Changes...............................5 2.6 Financial Statements and Title to Assets......................6 2.7 Contracts.....................................................6 2.8
Capitalization; Indebtedness. (a) The authorized capital stock of the Company consists of one hundred million (100,000,000) shares of common stock, $0.01 par value per share (the “Common Stock”) and two million (2,000,000) shares of preferred stock, $.01 par value per share (the “Preferred Stock”). As of June 30, 2004: (i) thirty-four million eight hundred twenty-five thousand eight hundred eighty-five (34,825,885) shares of Common Stock were issued and outstanding; (ii) four million nine hundred nine thousand six hundred eighteen (4,909,618) shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options or other rights to purchase or receive the Common Stock granted under the Company’s 1995 Stock Option Plan; (iii) two hundred seventy thousand (270,000) shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options or other rights to receive the Common Stock granted under the Company’s Director Stock Option Plan; (iv) five million one hundred eighty-eight thousand one hundred forty-seven (5,188,147) shares of Common Stock were reserved for issuance upon the conversion of the Notes; (v) two hundred fifty-three thousand eight hundred forty-eight (253,848) shares of Common Stock were held by the Company in the Company’s treasury; (vi) no shares of Preferred Stock were issued or outstanding; and (vii) warrants to purchase seventy thousand (70,000) shares of Common Stock were issued and outstanding.
Capitalization; Indebtedness. (a) The authorized capital stock of BHI consists of (i) 750,000,000 shares of BHI Common Stock and (ii) 15,000,000 shares of preferred stock, par value $1.00 per share (the “BHI Preferred Stock”).
Capitalization; Indebtedness. (a) As of the date hereof, 8,940,241 Company Common Units are issued and outstanding and are owned beneficially and of record by the holders, and in the respective amounts, set forth in Company Disclosure Schedule corresponding to this Section 3.05(a). Assuming that the Reorganization Merger had been consummated as of the date hereof, there would be 9,783,485 Company Common Units issued and outstanding. All of the outstanding Company Common Units have been duly authorized and validly issued.
Capitalization; Indebtedness. (a) Seller is the record owner of and has good and valid title to the shares, free and clear of all Encumbrances save for any Encumbrance in favor of Seller. The 15,000,000 shares referenced herein exceeds 64% of the total issued and outstanding shares in the Public Company after all transactions are completed at the Closing. The shares have been duly authorized and will be validly issued, fully paid and non-assessable. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the shares, free and clear of all Encumbrances.
Capitalization; Indebtedness. (a) The authorized capital stock of Parent consists of 30,000,000 shares of Common Stock and 15,000,000 shares of Preferred Stock. After giving effect to the Closing, there will be outstanding (i) 3,590,326 shares of Common Stock and 2,000,000 shares of Preferred Stock, (ii) options to purchase 342,356 shares of Common Stock, (iii) the rights associated with Parent's rights plan in place as of the date hereof and (iv) the Warrants.
