Capitalization; Options. (a) The Company is authorized to issue 250,000,000 shares of Common Stock, par value $0.00001 per share, 38,197,596 of which are issued and outstanding as of the date hereof, (“Common Stock”) and 25,000,000 shares of Series A Preferred Stock, none of which are issued and outstanding as of the date hereof (prior to giving effect to the transactions contemplated by this Agreement).
Capitalization; Options. (a) The Company’s authorized capital stock consists solely of 80,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). As of the close of business on June 16, 2008 (the “Measurement Date”), (i) 35,163,367 shares of Common Stock were issued and outstanding, of which 356,175 were Restricted Shares, and no shares of Preferred Stock were issued or outstanding and (ii) there were available for grant pursuant to the Equity Incentive Plans, Stock Options representing an aggregate of 1,013,617 shares of Common Stock. No Shares are held in the treasury of the Company or by any of its Subsidiaries. Since the Measurement Date, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options outstanding as of the Measurement Date, there has been no change in the number of outstanding shares of capital stock of the Company or the number of outstanding Stock Options. Section 4.3(a) of the Company Disclosure Letter sets forth (w) for each Stock Option issued or outstanding pursuant to the Equity Incentive Plans or otherwise, the number of Stock Options, the number of shares of Common Stock issuable thereunder and the exercise or conversion price relating thereto, (x) for each Restricted Share issued or outstanding pursuant to the Equity Incentive Plans, the purchase price, (y) the aggregate number of Stock Options and Restricted Shares issued and outstanding as of the Measurement Date and the weighted average exercise price of the issued and outstanding Stock Options, and (z) the maximum number of shares of Common Stock that will be purchased pursuant to the ESPP after giving effect to Section 1.5(c) above. Except as set forth in this Section 4.3, there are no shares of capital stock or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock of the Company or such securities or other rights (which term, for purposes of this Agreement, shall be deemed to include “phantom” stock or other commitments that provide any right to receive value or benefits similar to such capital stock, securities or other rights). Since the Measurement Date, there have been no issuances of any securities of the Company or any of its Subsidiaries that would have been in breach of Section 6.1(c) if made after the date of this Agreement. The Company has no rights plan, “poison-pill” or other similar agreement or arrangement or any anti-takeover provisi...
Capitalization; Options. (a) The Company’s authorized capital stock consists solely of 600,000,000 shares of Class A Common Stock, 1,000,000,000 shares of Class B Common Stock, and 100,000,000 shares of preferred stock (the “Preferred Stock”), including 600,000 shares of Series C Junior Participating Preferred Stock and 20,000 shares of Adjustable Rate Callable Nontransferable Series D Preferred Stock. As of the close of business on July 28, 2006 (the “Measurement Date”), 56,753,754 shares of Class A Common Stock were issued and outstanding, 123,229,981 shares of Class B Common Stock were issued and outstanding, and no shares of Preferred Stock were issued or outstanding. As of the Measurement Date, 18,884,252 shares of Class A Common Stock and 32,288,583 shares of Class B Common Stock are held in the treasury of the Company. No Shares are held by any Subsidiary of the Company. Since the Measurement Date until the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options or the terms of Company RSUs or Company DSUs outstanding as of the Measurement Date and other than pursuant to Stock Options or Company DSUs issued to directors pursuant to and in accordance with the Company Director Compensation Program, there has been no change in the number of outstanding shares of capital stock of the Company or the number of outstanding Stock Options, Company RSUs, or Company DSUs. As of the Measurement Date, Stock Options to purchase 10,778,709 shares of Class A Common Stock or Class B Common Stock were outstanding, and there were outstanding 6,250.2978 Director DSUs and 2,409,008.576 DSUs under the SURP (based upon a closing price of $32.38 on such date) and 1,360,517.2913 Company RSUs. Section 3.3(a) of the Company Disclosure Letter sets forth a complete and correct list of all Stock Options that are outstanding as of the Measurement Date, the exercise price of each such Stock Option, and with respect to the Persons specified thereon, the number of Stock Options held by each such Person and the exercise prices thereof. As of the date of this Agreement, except as set forth in this Section 3.3 and for the 600,000 shares of Series C Junior Participating Preferred Stock which have been reserved for issuance upon the exercise of rights granted under the Company Rights Agreement, there are no shares of capital stock or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock of the Company ...
Capitalization; Options. (a) The Company’s authorized capital stock consists solely of 100,000,000 shares of Common Stock. As of the close of business on August 2, 2013 (the “Measurement Date”), 31,222,728 shares of Common Stock were issued and outstanding and 4,761,904 Shares were held in the treasury of the Company. No Shares are held by any Subsidiary of the Company. Since the Measurement Date until the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options outstanding as of the Measurement Date, there has been no change in the number of outstanding shares of capital stock of the Company or the number of outstanding Stock Options. As of the Measurement Date, 1,323,700 Stock Options to purchase 1,323,700 shares of Common Stock were outstanding. Section 3.3(a) of the Company Disclosure Letter sets forth a complete and correct list of all Stock Options that are outstanding as of the Measurement Date, the exercise price of each such Stock Option, and with respect to the Persons specified thereon, the number of Stock Options held by each such Person and the exercise prices thereof. There are no shares of capital stock or securities or other rights (which term, for purposes of this Agreement, will be deemed to include “phantom” stock or other commitments that provide any right to receive value or benefits similar to such capital stock, securities or other rights) convertible or exchangeable into or exercisable for shares of capital stock of the Company or such securities or other rights. Since the Measurement Date through the date of this Agreement, there have been no issuances of any securities of the Company or any of its Subsidiaries that would have been in breach of Section 5.1 if made after the date of this Agreement.
Capitalization; Options. Schedule 4.2 sets forth the capital structure of Seller, including the number of shares authorized and each class of stock that has been issued and is outstanding. Schedule 4.2 contains an accurate and complete list of: (i) the full legal names of the shareholders of Seller; (ii) the addresses of such shareholders; (iii) the federal tax identification or social security number of such shareholders; and (iv) the number of shares, warrants, options or other securities owned of record and beneficially by such shareholders and the certificate numbers of the certificates representing such shares. Except for the shareholders listed in Schedule 4.2, there are no other record or beneficial shareholders of Seller or any other securities of Seller including, but not limited to, any options, warrants, convertible securities, calls, commitments or conversion privileges. Except for the capital stock listed in Schedule 4.2, there were and currently is no other issued or outstanding capital stock. All of the issued and outstanding capital stock of Seller has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth in Schedule 4.2, there exists no right of first refusal or other preemptive right with respect to Seller or the capital stock, Business or Assets.
Capitalization; Options. (i) As of the date of this Agreement, the authorized Capital Stock of the Company consists of 2,900,000 shares of Common Stock and 2,200,000 shares of Preferred Stock, all shares of which are designated as Series A Preferred Stock. As of the date of this Agreement, (A) 199,858.6 vested shares of Common Stock and 49,434.4 unvested shares of Common Stock are issued and outstanding; (B) except as set forth on Schedule 6.02(g)(i), no shares of Common Stock are held by the Company in treasury; (C) 1,597,000 shares of Series A Preferred Stock are issued and outstanding; and (D) 3,000 shares of Series A Preferred Stock are held by the Company in treasury. No bonds, debentures, notes or other instruments or evidence of Indebtedness having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which the Stockholders may vote are issued or outstanding. All outstanding shares of Common Stock and Series A Preferred Stock (x) are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or other similar rights or any federal or state securities law,
Capitalization; Options. The authorized capital stock of the Company consists of 60,000,000 Company Shares, and 5,000,000 shares of preferred stock, without par value. As of August 18, 2005, 46,444,693 Company Shares are issued and outstanding and no shares of preferred stock are issued and outstanding. All of such issued and outstanding Company Shares are validly issued, fully paid and nonassessable and were issued free of preemptive rights. Section 5.3 of the Company Disclosure Letter sets forth as of the date of this Agreement all outstanding options, warrants or other rights, whether or not exercisable, to acquire any shares of Company capital stock or any other equitable interest in the Company, the holders thereof, the exercise or conversion prices thereof, the expiration or termination dates, if any, thereof, and, in the case of outstanding options, identifies the Company stock plan or other Company benefit plan under which such options were granted. The Company is not a party to any agreement or understanding, oral or written, which (a) grants a right of first refusal or other such similar right upon the sale of Company Shares or (b) restricts or affects the voting rights of Company Shares. There is no liability for dividends declared or accumulated but unpaid with respect to any Company Shares or Company preferred stock.
Capitalization; Options. (a) As of the date of this Agreement, the Company's authorized capital stock consists solely of 250,000,000 shares of common stock, par value of $.01 per share (the "Common Stock") and 5,000,000 shares of preferred stock, par value $.0l per share (the "Preferred Stock"). As of December 16, 2009 (the "Capitalization Date"), 33,394,358 shares of Common Stock were issued and outstanding, including 1,225,125 shares of restricted stock issued under the Company Stock Award Plans subject to vesting restrictions as of such date; 31,456 shares of Common Stock were held in treasury and no shares of Common Stock were held by any Subsidiary of the Company; and no shares of Preferred Stock were issued and outstanding. As of the Capitalization Date, (i) options to purchase 300,707 shares of Common Stock (the "Company Options") were outstanding and (ii) 56,826 shares of Common Stock were reserved for issuance upon the redemption of the OP Units. Since the Capitalization Date through the date of this Agreement, other than in connection with the issuance of shares of Common Stock pursuant to the exercise of Company Options outstanding as of the Capitalization Date and other than pursuant to the exchange of OP Units for Common Stock, there has been no change in the number of shares of outstanding capital stock of the Company or the number of outstanding Company Options. Under the Company's Tax Preservation Plan, on September 24, 2009, the board of directors of the Company reserved a series of preferred stock to be designated as the "Series A Junior Participating Preferred Stock," par value $.01 per share, which are issuable in connection with the rights to purchase those shares (the "Company Rights") issued under the Tax Preservation Plan.
Capitalization; Options. (a) As of the date of this Agreement, the Company’s authorized capital stock consists solely of 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). As of April 17, 2007, (i) 29,424,163 shares of Common Stock were issued and outstanding, (ii) 1,750,000 shares of Common Stock were reserved under the Company’s 2004 Stock Option Plan for Key Employees and Directors and the 2004 Nonqualified Stock Option Plan for Non-Employee, Non-Officer Directors for issuance upon the exercise of Company stock options, (iii) 190,000 fully vested options were outstanding under the Company’s 1993 Stock Option Plan for Executive Officers and Directors and the 1993 Non-Qualified Stock Option Plan for Non-Employee, Non-Consultant Directors, (iv) 24,357 shares of restricted stock were outstanding and subject to vesting restrictions, (v) 8,916,666 shares of Common Stock were reserved for issuance upon the exercise of the Warrants, (vi) 1,495,290 shares of Common Stock were reserved for issuance upon the conversion of convertible debentures and (vi) no shares of Preferred Stock were issued and outstanding. As of April 17, 2007, options to purchase an aggregate of 655,000 shares of Common Stock were outstanding. Except as set forth above, as of the date hereof, there are no shares of capital stock or securities convertible into or exchangeable for shares of capital stock of the Company.
Capitalization; Options. (a) The Holding Company’s authorized capital stock consists solely of Five Million (5,000,000) shares of Common Stock and One Million (1,000,000) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). The entire issued and outstanding capital stock of the Holding Company (of whatever class, series or designation) consists of Two Million Three Hundred Fifty-Two Thousand Nine Hundred Forty-One (2,352,941) shares of Common Stock, and the entire issued and outstanding capital stock of the Operating Company (of whatever class, series or designation) consists of Fourteen Million One Hundred Seventeen Thousand Six Hundred Ninety-Seven (14,117,697) Units, all of which shares or membership interests, as the case may be, are duly authorized, validly issued and outstanding, fully paid and nonassessable. The Subject Shares are all of the shares of Common Stock issued and outstanding. No shares of Preferred Stock are issued or outstanding. The Units owned by the Holding Company (the “Subject Units”) are all of the Units issued and outstanding. Neither the Subject Shares nor the Subject Units are subject to, nor issued in violation of, any preemptive or subscription rights, or rights of first refusal.
