CAPSTAR STRUCTURE Sample Clauses

CAPSTAR STRUCTURE. (a) The authorized shares of stock of CapStar consist of 25,000,000 shares of preferred stock, $0.01 par value per share, none of which is issued or outstanding, and 49,000,000 shares of CapStar Common Stock, of which 24,887,944 were issued and outstanding as of the date hereof. On the date hereof, (i) 1,740,000 shares of CapStar Common Stock have been reserved for issuance under CapStar's Equity Incentive Plan (the "CAPSTAR INCENTIVE PLAN"), under which options in respect of $2,686,354 shares of CapStar Common Stock have been granted and are outstanding on the date hereof, (ii) 1,475,916 shares of CapStar Common Stock have been reserved for issuance upon the redemption of units of limited partnership interest ("CAPSTAR OP UNITS") in the CapStar Partners and (iii) 4,011,628 shares of CapStar Common Stock have been reserved for issuance upon the conversion of CapStar's 4.75% Convertible Subordinated Notes due 2004 (the "CAPSTAR CONVERTIBLE NOTES"). (b) Set forth in Schedule 4.3(b) of the CapStar Disclosure Letter is a true and complete list of the following: each qualified or nonqualified option to purchase shares of CapStar Common Stock granted under the Incentive Plan or any other formal or informal arrangement ("CAPSTAR OPTIONS"). As of the date of this Agreement, other than CapStar Options, there were no outstanding warrants or other rights to acquire stock, stock appreciation rights, phantom stock, dividend equivalents, performance units, restricted stock grants and performance shares granted under the CapStar Incentive Plan or rights to receive shares of CapStar Common Stock on a deferred basis granted by CapStar under the CapStar Incentive Plan or otherwise. Schedule 4.3(b) of the CapStar Disclosure Letter sets forth for each CapStar Option the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of shares of CapStar Common Stock subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, and the number of such shares subject to stock appreciation rights. On the date of this Agreement, except as set forth in this Section 4.3 or Schedule 4.3(b) of the CapStar Disclosure Letter, no shares of stock of CapStar were outstanding or reserved for issuance. (c) All outstanding shares of CapStar Common Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Exc...
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