Capitalization; Shares. The Company's authorized capital stock consists of 25,000,000 shares of Common Stock, of which 8,128,797 shares are issued and outstanding on the date hereof and 10,000,000 shares of preferred stock, $.01 par value per share, none of which are outstanding on the date hereof. No shares of the Company's capital stock are owned directly or indirectly by the Company. All of the Company's issued and outstanding shares of capital stock are duly authorized and validly issued, fully paid and non-assessable. Except as set forth on Schedule 2.6 hereto, there are no subscriptions, options, warrants, calls, rights, agreements, commitments, understandings, restrictions or arrangements of any kind relating to the issuance, sale or transfer by the Company of any of its capital stock or relating to the sale or transfer of the Shares, including, without limitation, any rights of conversion or exchange under any outstanding securities or other instruments. There are no voting trusts or other agreements or understandings of any kind with respect to the Shares.
Capitalization; Shares. (a) As of March 31, 2021, the authorized capital stock of Parent consisted of 249,000,000 shares of common stock, par value $0.0001 per share, of which 115,387,140 were issued and outstanding.
Capitalization; Shares. (a) The authorized capital stock of the Seller consists of 25,000,000 common shares, par value $.01 per share. The Seller has 7,644,028 shares of common stock outstanding and 1,512,406 shares of common stock held as treasury stock as of July 31, 1999.
Capitalization; Shares. (a) The authorized, issued and outstanding capital stock of the Seller consists of the shares set forth on Schedule 3.3, which shares are duly authorized, validly issued, fully paid and nonassessable and free and clear of all Claims.
Capitalization; Shares. (i) The share capital of the Borrower registered in the commercial register amounts to CHF 2,131,110.53, consisting of (A) 34,617,813 Class B Shares and (B) 40,021,988 registered shares with a nominal value of CHF 0.01 each (the shares pursuant to (A) and (B) collectively the Existing Shares);
Capitalization; Shares. (a) The capitalization of the Company is in all material respects as set forth in the SEC Documents, and as of April 25, 2012 and as of June 30, 2012, the Company had 419,852,514 Issued Ordinary Shares. Since June 30, 2012 to the date of this Agreement, the number of outstanding Ordinary Shares has changed solely as a result of grants by the Company of options under the employee stock and option plans identified in the SEC Documents and as a result of the repurchase of Ordinary Shares by the Company pursuant to the Buyback Program. Except for options granted under existing Company Plans identified in the SEC Documents, the issuance of securities pursuant to this Agreement and agreements with Other Investors in compliance with Section 4.1, the Company has not issued, and, upon execution of this Agreement and consummation of the Transactions, the Company will not have issued or transferred outstanding securities convertible into or exchangeable for, or warrants, rights or options, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of or provide economic benefits based, directly or indirectly, on the value or price of any capital stock or other voting securities (including any bonds, debentures, notes or other indebtedness having voting rights at a meeting of the Company’s shareholders or convertible into securities having such voting rights) or agreements to grant or subscribe for any of the foregoing, or any other obligations or commitments of the Company or any of its Subsidiaries to create, issue, transfer, sell or otherwise dispose of, or to effect the registration under the Securities Act or other securities Laws of, any securities of or ownership interests in the Company or any of its Subsidiaries. Other than in connection with the Buyback Program or in this Agreement, the other Transaction Documents and the Contracts between the Company and each of the Other Investors expressly contemplated by Section 4.1, or after the date of this Agreement as and to the extent permitted pursuant to Section 4.7, there are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any Ordinary Shares of the Company or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or to, or make any material investment (in the form of a loan, capital contrib...
Capitalization; Shares. As of the date hereof, the Company has the authorized equity capitalization as set forth in the Filed SEC Documents, and all of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. All of the issued and outstanding capital stock of the Utility (i) has been duly authorized and validly issued, (ii) is fully paid and non-assessable and (iii) is owned by the Company directly or indirectly, free and clear of any Lien except for such Lien that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Capitalization; Shares. The authorized capital stock of Holdings consists of 75,000,000 shares consisting of 70,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. Except for Holdings’ 2007 Stock Incentive Plan, Holdings is not party to any employee stock option plan or other equity-based incentive plan. The Shares to be issued to Contributors hereunder are duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable. The issuance of the Shares is not subject to any preemptive right, right of first refusal or similar right in favor of any Person which has not been waived.
Capitalization; Shares. As of the date hereof, the authorized capital stock of the Company consists solely of 275,000,000 shares, consisting of (i) 250,000,000 shares of Common Stock, and (ii) 25,000,000 shares of preferred stock, and all of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. As of September 15, 2023, there were 25,424,469 shares of Common Stock issued and outstanding. As of September 15, 2023, there were no shares of preferred stock of the Company issued and outstanding. As of September 15, 2023, there were outstanding 7,991,544 redeemable public warrants of the Company and 4,529,950 redeemable private warrants of the Company. The maximum number of shares of Common Stock available for issuance in the form of newly granted awards under (y) the Inducement Grant Plan, Company Legacy Equity Plans and Company Legacy Option Plan is zero and (z) the 2021 LTIP is 561,374. As of September 15, 2023, a maximum of 2,880,861 shares of Common Stock were subject to issuance upon vesting and exchange of profits interests under the Wheels Up Partners Holdings LLC Management Incentive Plans I-VIII (collectively, the “Company Legacy Equity Plans”), 136,752 shares of Common Stock were subject to issuance upon vesting of restricted stock units under the Wheels Up Experience Inc. 2022 Inducement Grant Plan (the “Inducement Grant Plan”), 3,542,335 shares of Common Stock were subject to issuance under the Amended and Restated Wheels Up Experience Inc. 2021 Long-Term Incentive Plan (the “2021 LTIP”), 1,191,852 shares of Common Stock were subject to issuance upon exercise of outstanding stock options under the Wheels Up Partners Holdings LLC Option Plan (the “Company Legacy Option Plan”).
Capitalization; Shares. The capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the General Disclosure Package and the Final Prospectus. The Company Shares (if any) delivered by the Company to the Underwriters on the Closing Date or the Additional Closing Date, as the case may be, will conform to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Final Prospectus.
