Capitalization Membership Interests. (a) As of the date of this Agreement, the authorized capital stock of CBOT Holdings consists of (i) 200,000,000 shares of Class A Common Stock, par value $0.001 per share (the “CBOT Holdings Class A Common Stock”), of which 16,457,138 shares have been designated as Series A-1 Class A Common Stock, 16,451,412 shares have been designated as Series A-2 Class A Common Stock and 16,451,412 shares have been designated as Series A-3 Class A Common Stock, (ii) one (1) share of Class B Common Stock, par value $0.001 per share (the “CBOT Holdings Class B Common Stock” and, together with the CBOT Holdings Class A Common Stock, the “CBOT Holdings Common Stock”) and (iii) 20,000,000 shares of Preferred Stock, par value $0.001 per share (the “CBOT Holdings Preferred Stock”), of which 2,000,000 shares have been designated as Series A Junior Participating Preferred Stock.
(b) At the close of business on October 13, 2006: (i) 52,839,473 shares of CBOT Holdings Class A Common Stock were issued and outstanding as follows: (1) no shares of Series A-1 Class A Common Stock were issued and outstanding, (2) 16,353,172 shares of Series A-2 Class A Common Stock were issued and outstanding and (3) 16,579,159 shares of Series A-3 Class A Common Stock were issued and outstanding; (ii) one (1) share of CBOT Holdings Class B Common Stock was issued and outstanding; (iii) no shares of CBOT Holdings Preferred Stock were issued and outstanding; and (iv) 1,200,000 shares of CBOT Holdings Class A Common Stock were reserved for issuance pursuant to the CBOT Holdings Stock Plans. Except as set forth above, as of October 13, 2006, no shares of capital stock of CBOT Holdings were issued, reserved for issuance or outstanding. All issued and outstanding shares of CBOT Holdings Common Stock and CBOT Holdings Preferred Stock have been, and all shares of CBOT Holdings Class A Common Stock that may be issued pursuant to the exercise of outstanding options will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and are subject to no preemptive or similar rights.
(c) As of the date of this Agreement, the authorized membership in CBOT consists of (i) one (1) Class A Membership and (ii) 3,681 Class B Memberships (together with the Class A Membership, the “Membership Interests”), which have been divided into five series as follows: (1) 1,402 Series B-1 Memberships, (2) 867 Series B-2 Memberships, (3) 128 Series B-3 Memberships, (4) 641 Series...
Capitalization Membership Interests. (a) As of the date of this Agreement, 100% of the membership interests of the Company that are issued and outstanding are held by the Seller.
(b) Section 4.3(b) of the Company Disclosure Schedule sets forth each of the Company’s Subsidiaries’ authorized capital stock and the number of shares of equity securities issued and outstanding (or, if such Subsidiary is not a corporation, the number of issued and outstanding voting securities of such Subsidiary or other ownership interests therein). Except as set forth in Section 4.3(b) of the Company Disclosure Schedule, the Company does not have any Subsidiaries or own or hold any equity or other securities in any other Person. All issued and outstanding shares of equity securities or other voting securities of, or ownership interests in, the Company’s Subsidiaries are directly or indirectly owned beneficially and of record by the Company. Except as set forth in Section 4.3(b) of the Company Disclosure Schedule, all shares of equity securities or other voting securities of, or ownership interests in, the Company and its Subsidiaries are free and clear of all Liens, and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such equity securities, other voting securities or ownership interests).
(c) Except as set forth in Section 4.3(c) of the Company Disclosure Schedule, no shares of equity securities or other voting securities of, or ownership interests in, the Company or any of its Subsidiaries are reserved for issuance. Except as set forth in Section 4.3(c) of the Company Disclosure Schedule, all outstanding shares of equity securities or other voting securities of, or ownership interests in, the Company and its Subsidiaries were duly authorized and validly issued and, with respect to shares of equity securities, fully paid and nonassessable, and none of such shares, other voting securities or ownership interests are subject to preemptive rights. Except as set forth in Section 4.3(c) of the Company Disclosure Schedule, there are no bonds, debentures, notes or other indebtedness or securities of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of the Company’s or such Subsidiary’s voting securities or interests may vote. Except as set forth in Section 4.3(c) of the Company Disclosure Schedule, there are no securities...
Capitalization Membership Interests. The Membership Interests include all of the Companies’ issued and outstanding limited liability company membership interests as of the date hereof. Xxxxxxx Holdings is the record owner of all such Membership Interests and owns such Membership Interests free and clear of all Liens other than as set forth on Schedule 3.6 and restrictions imposed by state and federal securities laws, and no other Person is a member of, or holds any interest, directly or indirectly, in the Companies. All of such Membership Interests have been duly authorized and are validly issued, fully paid and nonassessable. The Companies do not have any other equity securities or securities containing any equity features authorized, issued or outstanding, and there are no agreements, options, warrants or other rights or arrangements existing or outstanding that provide for the sale or issuance of any of the foregoing by the Companies. Other than the Membership Interests, there are no outstanding (a) membership interests, equity interests or voting securities of the Companies, (b) securities convertible or exchangeable into equity interests of the Companies, (c) any options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts that could require the Companies to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem equity interests of the Companies or
Capitalization Membership Interests
