Capitalization of the Seller. (a) The authorized capital stock of the Seller consists of 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of the date hereof, (i) 26,948,955 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (ii) 300,000 shares of preferred stock (not including the Preferred Stock) are issued and outstanding, all of which are validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Common Stock or preferred stock was issued in violation of any preemptive rights. All issuances of such issued and outstanding shares when made were registered or exempt from registration under the Securities Act, except where the failure of such issuances to be registered or exempt from registration would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the SEC Reports and in Schedule 3.2 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character to which the Seller is a party relating to the issuance or sale of capital stock of the Seller or obligating the Seller to issue or sell any shares of capital stock of, or any other equity interest in, the Seller or its Subsidiaries. Except as disclosed in Schedule 3.2 of the Disclosure Schedule, there are no outstanding contractual obligations of the Seller to repurchase, redeem or otherwise acquire any shares of Common Stock or shares of capital stock of its Subsidiaries. Upon issuance of the Shares to the Purchaser at the Closing and payment therefor pursuant to this Agreement and the Certificate of Designations, the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. By the Closing Date, the shares of Common Stock issuable upon conversion of the Shares will be duly authorized and reserved for issuance upon such conversion and, upon issuance of such shares in accordance with the Certificate of Designations, will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon consummation of the transactions contemplated by this Agreement, including the issuance of the Shares, registration of the Shares in the name of the Purchaser in the stock records of the Seller and delivery of the Shares, the Purchaser will own the Shares free and clear of all Encumbrances, other than Encumbrances resultin...
Capitalization of the Seller. The Seller's authorized capital stock ---------------------------- consists of (a) 1,000,000 shares of Preferred Stock, $0.01 par value, none of which are issued and outstanding and (b) 35,000,000 shares of Common Stock, $0.01 par value, of which 22,685,024 shares are issued and outstanding. All of such outstanding shares have been duly and validly issued and are fully paid and nonassessable.
Capitalization of the Seller. Each Seller's authorized and ---------------------------- outstanding capital stock is set forth in Schedule 2.2. All outstanding shares ------------ of capital stock of each Seller are held of record and beneficially by the Stockholder. All of such shares have been duly and validly issued and are fully paid and nonassessable.
Capitalization of the Seller. (a) The authorized capital stock of the Seller consists of 55,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of March 10, 1997, (i) 26,864,511 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and (ii) 200,000 shares of preferred stock are issued and outstanding (not including the Preferred Stock and the Series D Preferred Stock). None of the issued and outstanding shares of Common Stock or preferred stock was issued in violation of any preemptive rights. Except as disclosed in Schedule 3.2 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character to which the Seller is a party relating to the issuance or sale of capital stock of the Seller or obligating the Seller to issue or sell any shares of capital stock of, or any other equity interest in, the Seller or its Subsidiaries. Except as disclosed in Schedule 3.2 of the Disclosure Schedule, there are no outstanding contractual obligations of the Seller to repurchase, redeem or otherwise acquire any shares of Common Stock or shares of capital stock of its Subsidiaries. Upon issuance of the Shares to the Purchaser at the Closing and payment therefor pursuant to this Agreement and the
Capitalization of the Seller. (a) The authorized capital stock of the Seller as of the date of this Agreement consists of 100,000,000 shares of common stock, $0.01 par value per share, of which (i) 38,457,500 shares are issued and outstanding, fully paid and nonassessable, and (ii) 10,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are issued and outstanding. At Closing, the authorized capital stock of the Seller shall be 150,000,000 shares of common stock, $0.01 par value per share, and the outstanding equity of the Seller, giving effect to all options, warrants or other rights to purchase shares of the Seller's common stock, shall be held by the persons and in the amounts as set forth in Schedule 3.2(a).
Capitalization of the Seller. The authorized capital stock of the Seller consists of 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of the date hereof, (i) 31,188,819 shares of Common Stock (not including the Shares) are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (ii) 350,000 shares of preferred stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. Upon issuance of the Shares to the Purchaser at the Closing and payment therefor pursuant to this Agreement, the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon consummation of the transactions contemplated by this Agreement, including the issuance of the Shares, registration of the Shares in the name of the Purchaser in the stock records of the Seller and delivery of the Shares, the Purchaser will own the Shares free and clear of all Encumbrances, other than Encumbrances resulting from any action, or failure to take action, by the Purchaser.
Capitalization of the Seller. The authorized capital stock of the Parent consists of 200,000,000 shares of common stock, and 10,000,000 shares of "blank check" preferred stock, par value $0.0001 per share, of which there are 65,467,735 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding. All of the issued and outstanding common stock of the Parent has been duly authorized, validly issued, fully paid and non-assessable. The Parent owns 100% of the issued and outstanding capital stock of the Protea Sub and the Protea Sub owns 100% of the issued and outstanding capital stock of the Subsidiary.
Capitalization of the Seller. The authorized capital stock of the Seller consists of 1,000 shares of common stock, no par value. All of the outstanding shares of the capital stock of the Seller are validly issued, fully paid and non-assessable. The Principal is the only legal and beneficial owner of the shares of the Seller. There are, and at the Closing there will be, no outstanding subscriptions, options, rights, warrants, convertible securities, preemptive rights or other agreements, or understandings with respect to the voting, sale, transfer, rights of first refusal, rights of first offer, proxy or registration or calls, demands or commitments of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Seller, whether directly or upon the exercise or conversion of other securities. There are, and at the Closing there will be, no outstanding contractual obligations of the Seller or the Principal to repurchase, redeem or otherwise acquire any shares of their respective capital stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Seller does not and has never maintained any stock, partnership, joint venture or any other security or ownership interest in any other Person.
Capitalization of the Seller. As of the date hereof, the authorized capital stock of the Seller consists of five thousand (5,000) shares of Common Stock, par value $0.01 per share. As of the date hereof, one (1) share of Common Stock is issued and outstanding, which is validly issued, fully paid and nonassessable. Prior to the Closing, the Seller will file the Second Amended and Restated Certificate of Incorporation to provide for, among other things, the following: (a) the increase of the authorized Common Stock to sixty thousand (60,000) shares and (b) the authorization of twenty four thousand nine hundred fifty (24,950) shares of the Series A Preferred Stock, par value $0.01 per share, and fifteen thousand fifty (15,050) shares of the Series B Preferred Stock, par value $0.01 per share. As of the date hereof, the Seller has entered into a Stock Purchase Agreement with Eliska Wireless Investors I, L.P. ("Eliska") whereby Eliska has agreed to purchase four thousand nine hundred ninety nine (4,999) shares of Common Stock, a copy of such stock purchase agreement is attached hereto as Exhibit A (the "Eliska Agreement"), and a Stock Purchase Agreement with Sonera Holding B.V. ("Sonera") whereby Sonera has agreed to purchase seven thousand five hundred twenty five (7,525) shares of Series B Preferred Stock, a copy of such stock purchase agreement is attached hereto as Exhibit B ("Sonera Agreement"). Upon issuance of the Shares to the Purchaser at the Closing and payment therefor pursuant to this Agreement, the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. The shares of Common Stock issuable upon conversion of the Shares have been duly authorized and reserved for issuance upon such conversion and, upon issuance of such shares in accordance with the Second Amended and Restated Certificate of Incorporation, will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon consummation of the transactions contemplated by this Agreement, the Purchaser will own the Shares free and clear of all Encumbrances, other than Encumbrances resulting from any action, or failure to take action, by the Purchaser.
Capitalization of the Seller. As of the date of this Agreement, the Seller was authorized to issue 547,500,000 shares of common stock, par value $0.001 per share, of which 284,920,269 shares were issued
