Capitalization of Holdings. As of the date of this Agreement, the authorized capital stock of Holdings consists of 100,000,000 shares of Class A Common Stock, par value $.01 per share, of which 22,786,536 shares are issued and outstanding, 20,000,000 shares of Class B Common Stock, par value $.01 per share, of which no shares are outstanding, and 25,000,000 shares of Class C Common Stock, par value $.01 per share, of which 20,702,005 shares are outstanding. All such outstanding shares of stock are fully paid and nonassessable.
Capitalization of Holdings. (a) The authorized capital stock of Holdings consists of thirty-five million (35,000,000) shares of common stock, par value $0.000001 per share, of which 17,230,303 shares are issued and outstanding as of the close of business on the date of this Agreement.
Capitalization of Holdings. The authorized capital stock of Holdings consists of 10,000 shares of common stock, par value $0.01 per share, of which 1,000 shares, constituting the Holdings Shares, are validly issued and outstanding, fully paid and nonassessable. The Holdings Shares are owned of record and beneficially by WIN. Such Holdings Shares have not been issued in violation of, and are not subject to, any preemptive, subscription or similar rights. Except for the Holdings Shares, there are no shares of capital stock or other equity securities of Holdings outstanding. There are no outstanding warrants, options, “phantom” stock rights, agreements, convertible or exchangeable securities or other commitments pursuant to which WIN or any of its Affiliates (including Holdings) is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of Holdings, or which give any Person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of Holdings. There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters which stockholders of Holdings may vote upon.
Capitalization of Holdings. (a) The authorized capital stock of Holdings consists of thirty-five million (35,000,000) shares of common stock, par value $0.000001 per share, of which 17,230,303 shares are issued and outstanding as of the close of business on the date of this Agreement.
(b) The Holdings Equity shall represent in the aggregate 2.94% of the capitalization of Holdings after giving effect to the Transaction, assuming all of the Other Business Combinations close as well (the “Preliminary Capitalization”), as calculated on a fully diluted basis. Annex D sets forth a summary capitalization table with respect to the Preliminary Capitalization.
(c) Except as disclosed on Section 5.7 of the Disclosure Schedules or in connection with the Other Business Combinations as set forth in Annex D, (i) no subscription, warrant, option, convertible or exchangeable security, or other right (contingent or otherwise) to purchase or otherwise acquire equity securities of Holdings is authorized or outstanding, and (ii) there is no commitment by Holdings to issue shares, subscriptions, warrants, options, convertible or exchangeable securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset, to repurchase or redeem any securities of Holdings or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security or other such right. There are no declared or accrued unpaid dividends with respect to any shares of Holdings common stock.
Capitalization of Holdings. (a) The authorized capital stock of Holdings consists of 1,000,000 shares of Holdings Common Stock, of which, as of the date hereof, 800,000 shares of Holdings Common Stock are issued and outstanding. All of the issued and outstanding shares of Holdings Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Schedule 2.6(a) sets forth a true and correct list of the record, and to the knowledge of Holdings, beneficial holders of shares of Holdings Common Stock as of the date hereof and the number of shares of Holdings Common Stock held by each of them. All issued and outstanding shares of Holdings Common Stock (x) are duly authorized, validly issued, fully paid and nonassessable, and are free of any preemptive or other similar rights and (y) were issued in compliance with all applicable laws, including federal and applicable state securities laws.
(b) Except as set forth on Schedule 2.6(b), Holdings has not granted any outstanding options, rights or other securities convertible into or exchangeable or exercisable for shares of Holdings Common Stock or other equity securities of Holdings, or made or entered into any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares or for the repurchase or redemption of shares of Holdings Common Stock or other equity securities of Holdings, and there are no agreements of any kind which may obligate Holdings to issue, purchase, redeem or otherwise acquire any shares of Holdings Common Stock or other equity securities of Holdings.
(c) Except for the Voting Agreement and except as set forth on Schedule 2.6(c), there are no stockholder agreements, voting trusts, proxies or other agreements or understandings with respect to or concerning the purchase, sale or voting of the Holdings Common Stock to which Holdings or, to the knowledge of Holdings, any other Person is a party or by which Holdings or, to the knowledge of Holdings, any other Person is bound.
Capitalization of Holdings. (i) All of the shares of Capital Stock are owned beneficially and of record by the Shareholders, as set forth on the Ownership Schedule. The Capital Stock represents one hundred percent (100%) of the issued and outstanding ownership interests in Holdings. All of the shares of Capital Stock (i) have been duly authorized, are validly issued, fully paid, and non-assessable, (ii) have been issued without violation of any preemptive rights (whether statutory, contractual or otherwise), right of first refusal, subscription rights or other right to purchase, (iii) were offered and sold in compliance in all material respects with all applicable securities and other laws and (iv) are held free and clear of all Liens, other than Permitted Liens and applicable federal and state securities law transfer restrictions. Other than the Capital Stock, there are no other ownership interests in Holdings or outstanding securities convertible or exchangeable into ownership interests of Holdings, and, other than the Options or as set forth in the Organizational Documents of Holdings, there are no options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that could require Holdings to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any ownership interests in Holdings. There are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights or similar interests having equity features with respect to Holdings. Other than as set forth in the Organizational Documents of Holdings, there are no voting trusts, proxies, or other Contracts with respect to the voting of the ownership interests of Holdings.
(ii) Schedule 3.1(b)(ii) of the Disclosure Schedule sets forth (A) a list of all Options issued and outstanding as of the date hereof, including, with respect to each Option, (1) the name of the Option Holder thereof, (2) the number of shares of Common Stock of Holdings issuable upon exercise or conversion of such Option, (3) the incentive equity plan or other agreement under which such Option was granted, and (4) the date of grant, the exercise price, and the vesting schedule of such Option and (B) a list of all expired Options as of the date hereof.
Capitalization of Holdings. The authorized capital stock of Holdings consists of 30,000,000 shares of the Holdings Shares and 5,000,000 shares of preferred stock, par value $0.001 per share. There are approximately 7,000,000 shares of the Holding Shares, and no shares of preferred stock, issued and outstanding as of the date of this Agreement. Holdings has no outstanding stock options, warrants, rights or commitments to issue Holdings Shares or other equity securities and no outstanding securities convertible into or exchangeable for Holdings Shares or other equity securities. All outstanding shares of the Holdings Shares are validly issued and outstanding, fully paid and nonassessable.
Capitalization of Holdings. The authorized capital stock of Holdings consists of (i) 5,600,000 shares of Holdings Common Stock, of which 2,812,000 shares are duly authorized and validly issued and outstanding, fully paid and nonassessable on the date hereof, and (ii) 1,000,000 shares of Holdings Preferred Stock, of which 800,000 shares will be duly authorized validly issued and outstanding, fully paid and nonassessable after giving effect to the transactions contemplated by this Agreement. The record ownership of the outstanding shares of Holdings Common Stock and Preferred Stock (after giving effect to the transactions contemplated by this Agreement) is reflected on Schedule 5.5 attached hereto. Except as set forth on Schedule 5.5 attached hereto, no shares of capital stock of Holdings have been reserved for any purpose. Except for the Holdings Preferred Stock, for rights contained in that certain Stockholders Agreement dated as of September 21, 1995, by and among Holdings and certain stockholders of Holdings (the "Stockholders Agreement") and for options to be granted under Holdings' 1995 Stock Option and Stock Award Plan, there are no outstanding securities convertible into or exchangeable for the capital stock of Holdings and no outstanding options, rights (preemptive or otherwise), or warrants to purchase or to subscribe for any shares of such stock or other securities of Holdings. There are no outstanding agreements affecting or relating to the voting, issuance, purchase, redemption, repurchase or transfer of any of the securities of Holdings, except for the Stockholders Agreement referred to above or as otherwise contemplated hereunder.
Capitalization of Holdings. All outstanding membership interests of Holdings have been duly authorized and validly issued and are not subject to any preemptive and similar rights and are free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for any security interest, mortgage, pledge, lien, encumbrance, claim or equity granted or agreed to be granted pursuant to an Executed Transaction Document or Executory Transaction Document. The table relating to the capitalization of Holdings under the caption "Capitalization" in the Offering Memorandum, including the footnotes thereto, presents fairly, as of its date (i) the capitalization of Holdings, (ii) the expected capitalization of Holdings after giving effect to the consummation of the offering of the Units and the application by Holdings of the net proceeds received by it therefrom and (iii) the expected capitalization of Holdings on a consolidated basis after giving effect to the consummation of the Funding Transactions (as defined in the Offering Memorandum), the organization of Capital, the issuance of the Units and the application by Holdings of the net proceeds received by it therefrom. Capital, the Company and Aladdin Music Holdings, LLC, a Nevada limited-liability company ("Aladdin Music Holdings") are the only subsidiaries of Holdings.
Capitalization of Holdings. Set forth on Schedule 5.20(c), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02: (i) the number of shares of each class of Equity Interests of Holdings outstanding, (ii) the number and percentage of outstanding shares of each class of Equity Interests of Holdings, (iii) the identity of the Holders of each of the Equity Interests of Holdings and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.).
