Capitalization of Parent and Sub Sample Clauses

Capitalization of Parent and Sub. (a) As of July 2, 2002, Parent's authorized capital stock consisted solely of (i) 200,000,000 shares of Parent Common Stock, of which (A) 40,288,323 shares were issued and outstanding, (B) 815,166 shares were to be issued in connection with a plan confirmed by a court, (C) 198,285 shares were issued and held in treasury, and (D) 10,229,259 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent; and (ii) 10,000,000 shares of preferred stock, with a liquidation value of $100 per share, of which 438,641 shares were issued and outstanding. All shares of Parent Common Stock to be issued in connection with the Merger will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and nonassessable, and will not have been issued in violation of any preemptive or similar rights. Except as set forth in the first sentence of this Section 3.3(a) (or with respect to any security set forth in the first sentence of this Section 3.3(a)) or in Section 3.3 to the disclosure schedule delivered by Parent to the Company and dated as of the date of this Agreement (the "PARENT DISCLOSURE SCHEDULE"), as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale, repurchase, transfer or registration by Parent of any equity securities of Parent, nor are there outstanding any securities that are convertible into or exchangeable for any shares of Parent capital stock, and Parent has no obligation of any kind to issue any additional securities. Except as set forth in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding stock-appreciation rights, security-based performance units, "phantom" stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Parent or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Parent).
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Capitalization of Parent and Sub. (a) As of July 31, 2009, the authorized capital stock of Parent consisted of (i) 300,000,000 of shares of Parent Common Stock, of which 197,664,132 shares were issued and outstanding (including 1,607,593 shares of unvested Parent restricted stock issued under Parent’s stock incentive plans), (ii) 3,345,333 shares of limited vote common stock, par value $0.00001 per share, of which 662,293 shares were issued and outstanding (the “Parent Limited Vote Common Stock”) (such holders of the outstanding Parent Common Stock and Parent Limited Vote Stock, the “Parent Stockholders”), (iii) 10,000,000 shares of preferred stock, par value $0.00001 per share, of which there were no shares issued and outstanding, and (iv) 1,000,000 shares of Series D Junior Preferred Stock, of which there are no shares issued and outstanding. The shares of Parent Common Stock to be issued to the Stockholders pursuant to the Merger are duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable. The issuance of Parent Common Stock pursuant to the Merger will transfer to the Stockholders valid title to such shares of Parent Common Stock, free and clear of all Liens, except for any Liens created by any Stockholder and the transfer restrictions set forth in Section 10.1.
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Capitalization of Parent and Sub. (a) As of August [__], 2002, Parent's authorized capital stock consisted solely of (i) 200,000,000 shares of common stock, par value $1.00 per share, of which
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Capitalization of Parent and Sub. (a) The authorized capital stock of Parent consists of 250,000,000 shares of common stock, par value $0.001 per share, of which there were 28,945,006 shares issued and outstanding as of June 30, 2004; and 40,000,000 shares of Preferred Stock, par value $0.10 per share, of which 10,000,000 shares are designated Series A 6% Convertible Preferred Stock, 194,000 of which were issued and outstanding as of June 30, 2004, 4,098,335 shares are designated Series B Convertible Preferred Stock, 1,796,831 of which were issued and outstanding as of June 30, 2004, 20,000,000 shares are designated Series C Convertible Preferred Stock, 5,616,223 of which were issued and outstanding as of June 30, 2004, and 2,000,000 shares are designated Series C-1 Convertible Preferred Stock, 1,250,000 of which are currently issued and outstanding. All outstanding shares of Parent Common Stock and Preferred Stock are duly authorized, validly issued, fully paid and nonassessable. As of June 30, 2004, there were outstanding (i) options to purchase an aggregate of 7,829,669 shares of Parent Common Stock pursuant to Parent’s 1999 Stock Awards Plan, (ii) warrants to purchase 258,181 shares of Parent Common Stock, and (iii) a contractual commitment to issue an additional 143,777 shares of Series C Convertible Preferred Stock by December 31, 2004. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable.
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Capitalization of Parent and Sub. (a) The authorized capital stock of Parent consists of: (i) 100,000,000 shares of Parent Common Stock, of which there were 49,500,418 shares issued and outstanding as of September 30, 2000; and (ii) 5,000,000 shares of Parent Preferred Stock, $0.001 par value per share, of which no shares are issued or outstanding as of September 30, 2000. All issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of September 30, 2000: (i) there were options outstanding to purchase an aggregate of 13,027,911 shares of Parent Common Stock pursuant to Parent's stock option plans; (ii) 753,478 shares of Parent Common Stock reserved for future issuance under Parent's 1999 Employee Stock Purchase Plan; and (iii) 4,059,992 shares of Parent Common Stock reserved for future issuance under Parent's 2000 Employee Stock Incentive Plan. As of September 30, 2000 there were outstanding 60,554 warrants to purchase Parent Common Stock. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable.
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Capitalization of Parent and Sub. (a) The authorized capital stock of Parent is stated in its most recent public filings.
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Capitalization of Parent and Sub. Parent’s authorized capital consists of 1,000,000 shares of Preferred Stock, of which 750,000 shares are designated as Series A Preferred Stock (the “Series A Preferred”) and 20 shares are designated as Series B Preferred Stock (the “Series B Preferred”), all shares of which are duly and validly issued (including, without limitation, issued in compliance with applicable federal and state securities laws), fully paid, non-assessable, outstanding prior to the date hereto and 2,000,000 shares of Common Stock, of which 250,000 shares are duly and validly issued (including, without limitation, issued in compliance with applicable federal and state securities laws), fully paid, non-assessable and outstanding prior to the date hereto, held by the persons and in the amounts set forth on the Exhibit B. Other than the subscriptions of Xxxxxxx XxXxxxxxxx and Xxxxx Xxxxxx for a total of $1,000,000 of Series C Preferred, there are no outstanding rights of first refusal, preemptive rights or other rights, warrants, options, conversion privileges, subscriptions, or other rights or agreements, either directly or indirectly, to purchase or otherwise acquire or issue any equity securities of the Parent. Sub’s authorized capital consists of 20,000,000 shares of Common Stock, of which 12,643,985 shares are duly and validly issued (including, without limitation, issued in compliance with applicable federal and state securities laws), fully paid, non-assessable and outstanding prior to the date hereto, all of which are held by Parent. There are no outstanding rights of first refusal, preemptive rights or other rights, warrants, options, conversion privileges, subscriptions, or other rights or agreements, either directly or indirectly, to purchase or otherwise acquire or issue any equity securities of the Sub.
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Capitalization of Parent and Sub. (a) The authorized capital stock of Parent consists entirely of: (a) 50,000,000 shares of Parent Common Stock, of which a total of 16,190,174 shares were issued and outstanding as of March 18, 2005; and (b) 5,000,000 shares of Parent Preferred Stock, of which no shares were issued and outstanding as of March 18, 2005.
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Related to Capitalization of Parent and Sub

  • Capitalization of Parent As of February 28, 1998, Parent's authorized capital stock consisted of (i) 40,000,000 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares were issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chasx Xxxxxx Xxxreholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

  • Capitalization and Subsidiaries Borrower’s capitalization as of the Closing Date is set forth on Schedule 5.14 annexed hereto. Borrower does not own any stock, partnership interest or other securities of any Person, except for Permitted Investments. Attached as Schedule 5.14, as may be updated by Borrower in a written notice provided after the Closing Date, is a true, correct and complete list of each Subsidiary.

  • Reorganization of Company and Subsidiaries The existence of the Restricted Stock shall not affect in any way the right or power of Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the shares of Restricted Stock or the rights thereof, or the dissolution or liquidation of Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Capitalization; Subsidiaries (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter.

  • Capitalization of Company On the Effective Date, Company will have no Capital Stock outstanding other than the Common Stock and rights outstanding under the 103 Shareholder Rights Plan. All outstanding shares of capital stock of Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Capitalization of the Subsidiaries All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

  • Capitalization of the Company The authorized capital stock of the Company consists of an unlimited number of shares of Common Stock and preferred stock, no par value, of which 8,000,000 shares of Common Stock and no shares of preferred stock are outstanding. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable. Following the issuance of Company Shares, the capitalization of the Company shall be 40,000,000 shares of common stock.

  • Organization of Parent and Merger Sub (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

  • Subsidiaries; Capitalization As of the Effective Date, the only Subsidiaries of the Borrower are those listed on Schedule 4.1, and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, (i) the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens, and are duly authorized, validly issued, fully paid and nonassessable, (ii) except as set forth on Schedule 4.1, none of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (iii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing.

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