Convertible Exchangeable Preferred Stock. At the close of business on August 24, 1998: (i) 142,355,677 shares of Chancellor Common Stock were issued and outstanding, 14,149,671 shares of Chancellor Common Stock were reserved for issuance pursuant to outstanding options or warrants to purchase Chancellor Common Stock which have been granted to directors, officers or employees of Chancellor or others ("Chancellor Stock Options"), 18,059,088 shares of Chancellor Common Stock were reserved for issuance upon the conversion of the Chancellor Convertible Preferred Stock, and no shares of Chancellor Common Stock were held as treasury shares by Chancellor or any subsidiary of Chancellor; (ii) 2,200,000 shares of Chancellor 7% Convertible Preferred Stock were issued and outstanding; (iii) 6,000,000 shares of Chancellor $3.00 Convertible Preferred Stock were issued and outstanding; and (iv) no shares of Chancellor Convertible Preferred Stock were held as treasury shares by Chancellor or any subsidiary of Chancellor. Except as set forth above or disclosed in writing by Chancellor to Capstar in a disclosure letter (the "Chancellor Disclosure Letter") delivered to Capstar prior to the execution and delivery of the Old Agreement, at the close of business on August 24, 1998, no shares of capital stock or other equity securities of Chancellor were authorized, issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Chancellor are, and all shares which may be issued pursuant to Chancellor's
Convertible Exchangeable Preferred Stock. As of the date hereof, (i) 310,000 shares of Convertible Exchangeable Preferred Stock are issued and outstanding, (ii) 49,488,907 shares of Common Stock are issued and outstanding, (iii) 15,321,645 shares of Common Stock are reserved for or subject to issuance upon the exercise of outstanding Company Options (as defined below) and (iv) 2,470,426 shares of Common Stock are reserved for or subject to issuance upon the conversion of Preferred Stock. Schedule 3.6 of the Company Disclosure Letter sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any class or series of capital stock of the Company (collectively, “Company Options”) and a true and correct list of each of the Company’s stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the “Company Plans”). Except (A) for shares of Common Stock issued pursuant to the exercise of outstanding Company Options, (B) for shares of Common Stock issuable upon conversion of the Preferred Stock and (C) for shares of Common Stock issuable upon conversion of the Note, on the Closing Date there are no shares of Common Stock or any other equity security of the Company or any of its Subsidiaries issuable upon conversion or exchange of any security of the Company or any of its Subsidiaries nor any rights, options or warrants outstanding or other agreements to acquire shares of stock of the Company or any of its Subsidiaries nor is the Company or any of its Subsidiaries be contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or any of its Subsidiaries to the holders thereof. No stockholder of the Company or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock of the Company or any of its Subsidiaries. All of the issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, and nonassessable. Except as set forth on Schedule 3.6 of the Company Disclosure Letter, neither the...
Convertible Exchangeable Preferred Stock. As of the Effective Time, all such shares of the Convertible Exchangeable Preferred Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Merger Consideration.
Convertible Exchangeable Preferred Stock. Except to the extent specifically contemplated under the Merger Agreement, neither WorldCom nor Sub has paid (directly or indirectly) or has agreed to assume any expenses or other liabilities, whether fixed or contingent, incurred or to be incurred by SkyTel or any of its Subsidiaries or any stockholder of SkyTel in connection with or as part of the Merger or any related transactions.
Convertible Exchangeable Preferred Stock were represented by interests in a global certificate held by Person who is the Depositary, or, if different, The Depository Trust Company or similar institution, shall be issued initially in the form of one or more permanent global securities in definitive, fully registered form without interest coupons and with the Global Securities Legend and, unless removed in accordance with Section 2.6(g) hereof, the Restricted Securities Legend set forth in Exhibit A hereto (each, a "Global Security"), which shall be deposited on behalf of such qualified institutional buyers with the Trustee, at its New York, New York office, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided.
Convertible Exchangeable Preferred Stock. The entering into ---------------------------------------- this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the filing of the Certificate Amendments with the office of the Secretary of State of the State of Delaware, do not and will not violate or conflict with the terms of, or require the approval of holders of, the Convertible Exchangeable Preferred Stock.
Convertible Exchangeable Preferred Stock. All issued and outstanding shares of Common Stock are fully paid and non-assessable.
Convertible Exchangeable Preferred Stock. Corporate Trust Office of the Trustee... Date of Conversion......................
Convertible Exchangeable Preferred Stock. The term "
Convertible Exchangeable Preferred Stock. 01 par value per share, of the Company (the "$3.25 Preferred Stock") and the 1999 Redeemable Convertible Exchangeable Preferred Stock, $.01 par
