Parent Capital Structure. The authorized capital stock of Parent consists of 200,000,000 shares of Parent Common Stock, of which 36,122,600 shares were outstanding as of the close of business on July 7, 2000, and 1,000,000 shares of Preferred Stock, par value $0.01 per share, of which 120 shares of Series B Convertible Stock were outstanding as of the close of business on July 7, 2000 (the "Parent Preferred Shares"). All of the outstanding Parent Common Stock and Parent Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, except that, as of July 7, 2000, there were 4,375,000 shares of Parent Common Stock reserved for issuance pursuant to the JFAX.Xxx, Xxc. 1997 Stock Option Plan (the "Parent Stock Plan") and an aggregate of 3,431,666 shares of Parent Common Stock reserved for issuance upon the conversion of the Parent Preferred Shares or upon the exercise of outstanding warrants. Each of the outstanding shares of capital stock of each of Parent's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by a direct or indirect wholly-owned subsidiary of Parent, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above or in the Parent Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Parent or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.
Parent Capital Structure. The authorized capital stock of Parent consists of 150,000,000 shares of Common Stock, par value $0.01 per share, of which 66,054,041 shares are issued and outstanding as of April 19, 2000 and 1,000,000 shares of Preferred Stock, par value $0.01 per share, of which no shares are issued or outstanding. The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, par value $0.001 per share, all of which, as of the date hereof, are issued and outstanding and are held by Parent. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. As of April 2, 2000, 17,138,042 shares of Parent Common Stock were reserved for issuance to employees, consultants and non-employee directors pursuant to Parent's 1997 Supplemental Stock Option Plan, Restated 1987 Stock Option Plan and Komag Material Technology, Inc. Stock Option Plan (the "PARENT STOCK OPTION PLAN"), under which options are outstanding for 14,011,761 shares and under which 3,126,281 shares are available for grant as of April 2, 2000. As of April 2, 2000, 7,400,000 shares of Parent Common Stock reserved for issuance under the 1988 Employee Stock Purchase Plan (the "PARENT ESPP"). All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable.
Parent Capital Structure. In the case of Parent, the authorized capital stock of Parent consists of 400,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of June 12, 2023 (the “Measurement Date”), (i) 207,993,589 shares of Parent Common Stock (excluding treasury shares) were issued and outstanding, (ii) 96,934,050 shares of Parent Common Stock were held by Parent in its treasury and (iii) no shares of Parent Preferred Stock were issued and outstanding. All of the outstanding shares of Parent Common Stock have been, and all shares of Parent Common Stock to be issued pursuant to this Agreement will be, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, and none of the shares of Parent Common Stock to be issued pursuant to this Agreement will be issued in violation of any applicable Laws or any preemptive or similar rights. Parent has no shares of Parent Common Stock or Parent Preferred Stock reserved for issuance, except that, as of the Measurement Date, there were (a) 4,206,946 shares of Parent Common Stock reserved for future issuance under the Parent Stock Plans, (b) 2,242,650 shares of Parent Common Stock subject to outstanding options to purchase Parent Common Stock (each, a “Parent Option”) having a weighted average exercise price of $22.04 per share, (c) 3,512,030 shares of Parent Common Stock subject to outstanding Parent restricted stock units granted under the Parent Stock Plans (each, a “Parent RSU”) and (d) 3,777,400 shares of Parent Common Stock subject to outstanding performance stock units (assuming maximum performance) granted under the Parent Stock Plans (each, a “Parent PSU” and, together with each Parent RSU, Parent Option and Parent PSU, the “Parent Equity Awards”). Each of the outstanding shares of capital stock or other securities of each of Parent’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and each of the outstanding shares of capital stock or other securities of each of Parent’s Significant Subsidiaries is owned beneficially and of record by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any pledge, lien, charge, option, hypothecation, mortgage, security interest, adverse right, restriction, prior assignment, license, sublicense or any other encumbrance of any kind or nature whatsoever, whether contingent or absolute, or any agreement, option, right or p...
Parent Capital Structure. The authorized capital stock of the Parent ------------------------ consists of 600,000,000 shares of authorized Common Stock, $0.01 par value per share, of which 208,304,096 shares were issued and outstanding as of October 1, 1999 and 1,000,000 shares of authorized Preferred Stock, par value $0.01 per share, of which no shares were issued and outstanding as of October 1, 1999.
Parent Capital Structure. (a) As of April 30, 2010, the authorized capital stock of Parent consists of (i) 150,000,000 shares of Parent Common Stock, of which 96,910,999 shares were issued and outstanding and (ii) 5,000,000 shares of Parent’s preferred stock, par value $0.001 per share (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”) none of which were issued and outstanding. All shares of Parent Capital Stock outstanding as of the date hereof are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the certificate of incorporation or bylaws of Parent, or any Contract to which Parent is a party or by which it is bound. There are no declared or accrued but unpaid dividends with respect to any shares of Parent Capital Stock.
(b) All shares of Parent Capital Stock outstanding as of the date hereof have been validly issued in compliance in all material respects with all applicable Laws, and were issued in accordance with any right of first refusal or similar right or limitation included in the Charter Documents or any other Contracts to which Parent is a party.
(c) Except for the Parent Stock Plans, Parent has no stock option plan or any other plan, arrangement or agreement providing for equity compensation to any person that has not been filed with the Current Parent SEC Filings. As of April 30, 2010, Parent has reserved 11,650,620 shares of Parent Common Stock for issuance to employees and directors of, and consultants to, Parent upon the issuance of stock upon the exercise of options (the “Parent Options”) or vesting of Restricted Stock Units (the “Parent RSUs”) granted under the Parent Stock Plans, of which as of April 30, 2010 (i) 10,876,651 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options or the vesting of Restricted Stock Units granted under the Stock Plans, and (ii) 773,969 shares remain available for future grant. Parent has reserved 2,219,807 shares of Parent Common Stock for issuance pursuant to Parent’s 2002 Employee Stock Purchase Plan. As of the date hereof, except for the Parent Options and Parent RSUs and except as disclosed in the Current Parent SEC Filings, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which Parent is a party or by which Parent is bound obligating Parent to issue, deliver, sell, repurchase or redeem, o...
Parent Capital Structure. As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 100,000,000 shares of Common Stock, $.001 par value ("Parent Common Stock"), and (ii) 5,000,000 shares of Preferred Stock, $.001 par value. As of October 13, 1999, there were issued and outstanding 36,689,903 shares of Parent Common Stock, all of which are validly issued, fully paid and nonassessable, and no shares of Preferred Stock. The Parent Disclosure Schedule shows the number of shares of Parent Common Stock reserved for future issuance pursuant to stock options granted and outstanding as of the date of this Agreement, and the plans under which such options were granted (collectively, the "Parent Stock Plans"). All shares of Parent Common Stock subject to issuance as specified above are duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable.
Parent Capital Structure. (a) Parent has a sufficient number of authorized and unissued shares of Parent Common Stock reserved for issuance to complete the transactions contemplated by this Agreement. The shares of Parent Common Stock issuable under any provision of this Agreement have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable and will be free of any liens or encumbrances or rights of first refusal. The shares of Parent Common Stock that will be deposited with the Escrow Agent pursuant to Section 2.6(f) have been duly authorized, and upon satisfaction of the conditions precedent relating to the issuance of such shares of Parent Common Stock contemplated by this Agreement, will be validly issued, fully paid and nonassessable and will be free of any liens or encumbrances or rights of first refusal, except as otherwise provided in this Agreement and the Ancillary Agreements.
(b) The authorized capital stock of Parent consists of 50,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. As of the date hereof, Parent has reserved 7,603,976 shares of Parent Common Stock for issuance pursuant to outstanding options, warrants, conversion of Parent’s Series D Preferred Stock or other rights to acquire Parent Common Stock (the “Parent Options”). All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent, or any agreement to which Parent is a party or by which it is bound. All outstanding shares of Parent Common Stock and all Parent Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by Parent) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules of regulations, including federal and state securities laws. Parent has not, and will not have, suffered or incurred any Liability relating to or arising out of the issuance or repurchase of any Parent Common Stock or Parent Options, or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Parent Common Stock. Except as set forth in Section 5.5 of the Parent Disclosure Schedule and the Parent SEC Documents, Parent has no other capital stock authorized, issued or outstanding.
Parent Capital Structure. 21 3.3 Obligations With Respect to Capital Stock...................22
Parent Capital Structure. The authorized capital stock of Parent consists of 750,000,000 shares of Parent Common Stock and 75,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock”). At the close of business on April 30, 2007, (i) 67,998,125 shares of Parent Common Stock were issued and outstanding, (ii) zero shares of Parent Common Stock were held by Parent in its treasury and (iii) zero shares of Parent Preferred Stock were issued or outstanding. All outstanding shares of Parent Common Stock are, and all shares of Parent Common Stock which may be issued pursuant to this Agreement will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it or its assets is bound.
Parent Capital Structure. (a) The authorized preferred stock of Parent consists of 15,000,000 shares of authorized preferred stock, none of which have been issued or are outstanding.
