Capitalization of the Parent. As of the execution date of this ---------------------------- Agreement, the total authorized capital stock of the Parent is as set forth in the Confidential Information Statement dated August __, 1997. The outstanding shares of Parent Common Stock and Preferred Stock, par value $.001 ("Parent ------ Preferred Stock") have been duly and validly issued and are fully paid and non- --------------- assessable.
Capitalization of the Parent. As of the Effective Date (immediately following the closing of the Acquisition, not including any securities issuable pursuant to this Agreement), the authorized capital of the Parent consists of 125,000,000 Parent Shares of common stock, par value US$0.001 per share of which 2,500,000 Parent Shares are issued and outstanding, and 10,000,000 shares of preferred stock, par value US$0.001 per share of which one share has been designated Special Voting Preferred Stock, no shares of preferred stock are issued and outstanding. All of the issued and outstanding Parent Shares: (i) have been duly authorized and validly issued and are fully paid and nonassessable; (ii) have not been issued in violation of the articles, charter, by-laws or other constating documents of the Parent, or any agreement, contract, covenant, undertaking, or commitment to which the Parent is a party or bound, including, without limitation, any preemptive or similar rights of stockholders; and (iii) have been issued and sold in compliance with U.S. Securities Laws. As of the date of this Agreement, there are no outstanding agreements, subscriptions, warrants, options, rights or commitments (nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating the Parent to issue or sell any Parent Shares or other securities of the Parent, including any security or obligation of any kind convertible into or exchangeable or exercisable for any shares of common stock or other security of the Parent. The issuance of the Parent Shares or Exchangeable Shares WSLegal\073132\00009\12677454v12 pursuant to the Acquisition will not obligate the Parent, Callco or the Exchangeco to issue Parent Shares or other securities of the Parent, Callco or the Exchangeco to any person except as contemplated in this Agreement and will not result in a right of any holder of securities of the Parent, Callco or the Exchangeco to adjust the exercise, conversion, exchange or reset of price under any of such securities.
Capitalization of the Parent. As of the date of the Prospectus (as hereinafter defined), the total authorized and issued capital stock of Parent will be as set forth in the Prospectus. The outstanding shares of Parent Common Stock reflected in such Prospectus have been duly and validly issued and are fully paid and non-assessable.
Capitalization of the Parent. The authorized and issued share capital of the Parent as of the date of this Agreement and as of the time of the Closing is as set out in Exhibit 6.4. All of such shares have been duly authorized and validly issued.
Capitalization of the Parent. Except for the shares issuable at Closing, the Parent shall have 202,308,728 shares of Parent Common Stock issued and outstanding held by stockholders and no other securities, options, warrants or securities, obligations or instruments that are convertible or exercisable into (i) any securities of the Parent or (ii) securities or instruments convertible or exercisable into securities of the Parent, shall be outstanding.
Capitalization of the Parent. The total authorized capital stock of Parent is as set forth and described in Parent's confidential information statement delivered to Shareholders in connection with the transactions contemplated by this Agreement. The outstanding shares of Parent Common Stock and Parent Preferred Stock have been duly and validly issued and are fully paid and non-assessable.
Capitalization of the Parent. As of the execution date of this Agreement, the total authorized capital stock of the Parent is 100,000,000 shares of Parent Common Stock, of which 22,695,125 shares are issued and outstanding and of which none are held in the treasury of the Parent and 50,000,000 shares of Preferred Stock, $.001 par value ("Total Parent Preferred Stock"), of which 45,137 shares of Series A Preferred Stock are issued and outstanding, 678,920 shares of Series B Preferred Stock are issued and outstanding, 100,000 shares of Series C Preferred Stock are issued and outstanding, 1,568,000 shares of D Preferred Stock are issued and outstanding, 580,000 shares of Series E Preferred Stock are issued and outstanding, 664,691 shares of Series F are issued and outstanding, zero shares of Series G are issued and outstanding, 500,000 shares of Series H are issued and outstanding, and zero shares of Series I are issued and outstanding. The outstanding shares of Parent Common Stock and Total Parent Preferred Stock have been duly and validly issued and are fully paid and non- assessable. Except as set forth on Exhibit 5.1(b), Parent has not granted any option, warrant, subscription or similar right to any person or entity to purchase or acquire any rights with respect to any shares of capital stock or equity interests of Parent.
Capitalization of the Parent. As of the date of the Prospectus ---------------------------- (as hereinafter defined), the total authorized and issued capital stock of Parent is as set forth in the Prospectus dated July 23, 1998, as supplemented by the Prospectus Supplement dated August 27, 1998 (the "Prospectus"). The ---------- outstanding shares of Parent Common Stock have been duly and validly issued and are fully paid and non-assessable.
Capitalization of the Parent. As of the execution date of this Agreement, the total authorized capital stock of the Parent is 100,000,000 shares of Parent Common Stock, of which 22,833,363 shares are issued and outstanding and of which 0 are held in the treasury of the Parent, 50,000,000 shares of Preferred Stock, $.001 par value ("Parent Preferred Stock"), divided into 15,000,000 shares of Series A Preferred Stock, of which 2,088,258 shares are issued and outstanding, 678,920 shares of Series B Preferred Stock, of which 678,920 shares are issued and outstanding, 130,000 shares of Series C Preferred Stock, of which 100,000 shares are issued and outstanding, 1,800,000 shares of Series D Preferred Stock, of which 1,568,000 shares are issued and outstanding, 600,000 shares of Series E Preferred Stock, of which 580,000 shares are issued and outstanding and 800,000 shares of Series F Preferred Stock, of which 644,691 shares are issued and outstanding, 600,000 shares of Series G Preferred Stock, none of which are issued and outstanding, 600,000 shares of Series H Preferred Stock, of which 500,000 are issued and outstanding, and 600,000 shares of Series I Preferred Stock, none of which are issued and outstanding. The outstanding shares of Parent Common Stock and Parent Preferred Stock have been duly and validly issued and are fully paid and non-assessable.
Capitalization of the Parent. The Agent shall have received evidence, reasonably satisfactory to the Agent, the Required Lenders and the Arranger, that the Parent has received investments from the Initial Parent Stockholders of not less than $35,000,000, which investment shall be in cash and shall be evidenced by at least $5,000,000 in common stock and $30,000,000 of Subordinated Notes.
