Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. As of the date hereof, Parent's authorized capital stock consists of 8,850,000,000 shares, consisting of (a) 100,000,000 preferred shares, par value $1.00 per share ("Parent Preferred Stock"), and (b) 8,750,000,000 common shares, par value $1.00 per share, of which (i) 6,000,000,000 shares are Parent Common Stock, (ii) 2,500,000,000 shares are Class A Liberty Media Group Stock and (iii) 250,000,000 shares are Class B Liberty Media Group Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Liberty Media Corp /De/), Merger Agreement (Four Media Co)

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Capitalization of Parent. As of the date hereof, Parent's The total authorized capital stock consists ------------------------ of 8,850,000,000 shares, consisting Parent is 100,000,000 shares of (a) 100,000,000 preferred shares, par value $1.00 per share ("Parent Preferred Stock"), and (b) 8,750,000,000 common shares, par value $1.00 per share, of which (i) 6,000,000,000 shares are Parent Common Stock, (ii) 2,500,000,000 of which 16,359,446 shares are Class issued and outstanding and none of which are held in the treasury of Parent, 50,000,000 shares of Parent preferred stock, $.001 par value, of which 45,137 shares of Series A Liberty Media Group Parent Preferred Stock are issued and outstanding. The outstanding shares of Parent Common Stock and (iii) 250,000,000 shares Parent preferred stock have been duly and validly issued and are Class B Liberty Media Group Stockfully paid and non-assessable.

Appears in 2 contracts

Samples: Agreement and Plan of Exchange (Group Maintenance America Corp), Agreement and Plan of Exchange (Group Maintenance America Corp)

Capitalization of Parent. As of the date hereof, Parent's authorized capital stock consists of 8,850,000,000 16,500,000,000 shares, consisting of (a) 100,000,000 preferred shares, par value $1.00 per share ("Parent Preferred Stock"), and (b) 8,750,000,000 16,400,000,000 common shares, par value $1.00 per share, of which (i) 6,000,000,000 shares are Parent Common Stock, (ii) 2,500,000,000 4,000,000,000 shares are Class A Liberty Media Group Stock and Stock, (iii) 250,000,000 400,000,000 shares are Class B Liberty Media Group StockStock and (iv) 6,000,000,000 shares are AT&T Wireless Group common stock.

Appears in 2 contracts

Samples: Merger Agreement (Liberty Media Corp /De/), Merger Agreement (Video Services Corp)

Capitalization of Parent. As of the date hereof, Parent's The authorized capital stock of Parent consists of 8,850,000,000 shares, consisting of (a) 100,000,000 preferred shares, par value $1.00 per share ("Parent Preferred Stock"), and (b) 8,750,000,000 common shares, par value $1.00 per share, shares of which (i) 6,000,000,000 shares are Parent Common Stock, (ii) 2,500,000,000 of which 30,176,250 shares are Class A Liberty Media Group issued and outstanding (of which 29,400,000 are owned by Xxxxxx Xxxx) and of which not more than 1,101,250 shares will be, prior to the Effective Time, issued and outstanding after taking into consideration the cancellation of Parent Common Stock and (iii) 250,000,000 shares are Class B Liberty Media Group Stock.as indicated in Section

Appears in 1 contract

Samples: Merger Agreement (Wireless Holdings Inc)

Capitalization of Parent. As of the date hereof, Parent's the authorized capital stock of Parent consists of 8,850,000,000 shares, consisting 50,000,000 shares of (a) 100,000,000 Parent Common Stock and 1,000,000 shares of preferred sharesstock, par value $1.00 per share ("Parent Preferred Stock"), and (b) 8,750,000,000 common shares, par value $1.00 0.01 per share, . Upon the issuance of which (i) 6,000,000,000 shares are the Parent Common StockStock to the Seller as provided in Section 4.2, (ii) 2,500,000,000 shares are Class A Liberty Media Group such Parent Common Stock will be validly issued, fully paid and (iii) 250,000,000 shares are Class B Liberty Media Group Stocknon-assessable and will be free and clear of all Encumbrances created by or on behalf of Parent, other than restrictions on transfer under Federal and state securities laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Collegiate Pacific Inc)

Capitalization of Parent. As of September 30, 2019, the date hereof, Parent's only authorized shares of capital stock consists of 8,850,000,000 shares, consisting Parent are 90,000,000 shares of (a) 100,000,000 preferred shares, par value $1.00 per share ("Parent Preferred Stock"), and (b) 8,750,000,000 common shares, par value $1.00 per share, of which (i) 6,000,000,000 shares are Parent Common Stock, (iia) 2,500,000,000 39,369,511 shares of which are Class A Liberty Media Group Stock issued and outstanding (excluding shares held in treasury) and (iiib) 250,000,000 27,753,310 shares of which are Class B Liberty Media Group reserved for issuance (including in respect of outstanding Parent securities that are convertible into Parent Common Stock). Further information regarding the capitalization of Parent is attached hereto in Section of the Disclosure Schedule.

Appears in 1 contract

Samples: Merger Agreement (Medicine Man Technologies, Inc.)

Capitalization of Parent. As of the date hereofof this Agreement, Parent's the authorized capital stock of Parent consists of 8,850,000,000 shares, consisting 2,000,000 shares of (a) 100,000,000 preferred sharesClass A Common Stock, par value $1.00 per share ("Parent Preferred Stock"), and (b) 8,750,000,000 common shares, par value $1.00 .01 per share, of which (i) 6,000,000,000 1,026,510 shares are Parent issued and outstanding, and 2,000,000 shares of Class B Common Stock, (ii) 2,500,000,000 par value $.01 per share, of which no shares are Class A Liberty Media Group Stock outstanding. All such outstanding shares of stock are fully paid and (iii) 250,000,000 shares are Class B Liberty Media Group Stocknonassessable.

Appears in 1 contract

Samples: Credit Agreement (Wesco Distribution Inc)

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Capitalization of Parent. As The entire authorized capital stock of Parent consists solely of 10,000,000 shares of Parent Stock. There is 1 share of Parent Stock which is issued and outstanding as of the date hereofof this Agreement. The issued and outstanding share of Parent Stock is validly issued, Parent's authorized capital stock consists of 8,850,000,000 shares, consisting of (a) 100,000,000 preferred shares, par value $1.00 per share ("Parent Preferred Stock")fully paid and nonassessable, and (b) 8,750,000,000 common shares, par value $1.00 per share, has not been issued in violation of which (i) 6,000,000,000 shares are Parent Common Stock, (ii) 2,500,000,000 shares are Class A Liberty Media Group Stock and (iii) 250,000,000 shares are Class B Liberty Media Group Stockthe preemptive rights of any Person or in violation of any applicable federal or state laws.

Appears in 1 contract

Samples: Merger Agreement (T Bancshares, Inc.)

Capitalization of Parent. As of the date hereof, Parent's The entire authorized capital stock of Parent consists of 8,850,000,000 shares, consisting of (a) 100,000,000 preferred shares, par value $1.00 per share ("Parent Preferred Stock"), and (b) 8,750,000,000 common shares, par value $1.00 per share, of which of: (i) 6,000,000,000 75,000,000 shares are of Parent Common Stock, of which 27,696,800 were issued and outstanding on April 22, 2005; and (ii) 2,500,000,000 10,000,000 shares are Class A Liberty Media Group Stock of preferred stock, no par value, of which 40,466 were issued and (iii) 250,000,000 shares are Class B Liberty Media Group Stockoutstanding on April 22, 2005.

Appears in 1 contract

Samples: Stock Purchase Agreement (Isonics Corp)

Capitalization of Parent. As of the date hereof, Parent's The authorized capital stock of Parent consists of 8,850,000,000 shares(i) 40,000,000 shares of common stock, consisting of (a) 100,000,000 preferred shares, $0.001 par value $1.00 per share ("Parent Preferred “Common Stock"), of which, as of December 31, 2010, approximately 17,612,536 shares were outstanding, and (bii) 8,750,000,000 common shares5,000,000 shares of preferred stock, $0.001 par value $1.00 per share, none of which (i) 6,000,000,000 shares are Parent Common Stock, (ii) 2,500,000,000 shares are Class A Liberty Media Group Stock and (iii) 250,000,000 shares are Class B Liberty Media Group Stockwere outstanding.

Appears in 1 contract

Samples: Asset Purchase Agreement (Convio, Inc.)

Capitalization of Parent. As of the date hereof, Parent's authorized capital stock consists of 8,850,000,000 shares, consisting of (a) 100,000,000 preferred shares, par value $1.00 per share ("Parent Preferred Stock"), and (b) 8,750,000,000 common shares, par value $1.00 per share, of which (i) 6,000,000,000 shares are Parent Common Stock, (ii) 2,500,000,000 shares are Class A Liberty Media Group Stock and (iii) 250,000,000 shares are Class B Liberty Media Group Stock.

Appears in 1 contract

Samples: Merger Agreement (Liberty Media Corp /De/)

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