Parent Capitalization. (a) The authorized capital stock of Parent consists of 200,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”).
Parent Capitalization. (i) Immediately prior to the Closing and without giving effect to the Merger the Parent will have a total authorized capitalization consisting of:
Parent Capitalization. As of the date hereof, the authorized capital stock of Parent consists of (i) 45,020,000 shares of preferred stock, par value $.01 per share ("PARENT PREFERRED STOCK"), of which (w) 10,000 shares have been designated Series A Preferred Stock, par value $.01 per share ("PARENT SERIES A PREFERRED STOCK"), (x) 10,000 shares have been designated Series B Preferred Stock, par value $.01 per share ("PARENT SERIES B PREFERRED STOCK"), (y) 25,000,000 shares have been designated Series C Preferred Stock, par value $.01 per share ("PARENT SERIES C PREFERRED STOCK"), and (z) 3,000,000 shares have been designated Series D Junior Participating Preferred Stock, par value $.01 per share ("PARENT SERIES D PREFERRED STOCK") and (ii) (x) 250,000,000 shares of Class A Common Stock, par value $.01 per share ("PARENT CLASS A COMMON STOCK"), and (y) 65,000,000 shares of Class B Common Stock, par value $.01 per share ("PARENT CLASS B COMMON STOCK" and together with Parent Class A Common Stock, "PARENT COMMON STOCK"). It is understood and agreed by the Parties that on or prior to the Closing Date the certificate of incorporation of Parent may be amended to convert all outstanding shares of Parent Class B Common Stock into shares of Parent Class A Common Stock and to eliminate the Parent Class A Common Stock. As of the close of business on December 31, 1997, there were (i) no shares of Parent Series A Preferred Stock, no shares of Parent Series B Preferred Stock, 6,628,566 shares of Parent Series C Preferred Stock and no shares of Parent Series D Preferred Stock issued and outstanding; (ii) 95,587,010 shares of Parent Class A Common Stock and 1,393,867 shares of Parent Class B Common Stock issued and outstanding; (iii) 6,800,000 shares of Class A Common Stock held in the treasury of Parent; (iv) 5,391,311 shares of Parent Class A Common Stock reserved for issuance upon exercise of stock options of Parent outstanding or which may be granted pursuant to employee stock option and similar plans; and (v) 10,435,231 shares of Parent Class A Common Stock reserved for issuance upon the conversion of Parent Class B Common Stock and Parent Series C Preferred Stock. Except as described in the immediately preceding sentence and except for the preferred share purchase rights relating to the Parent Series D Preferred Stock, there are no securities of Parent or Holdco Sub (or their affiliates) currently outstanding that are convertible into or exercisable or exchangeable for shares of Parent Cla...
Parent Capitalization. The authorized capital stock of Parent consists of 75,000,000 shares of Parent Common Stock and 25,000,000 shares of preferred stock, $0.01 par value (“Parent Preferred Stock”). As of the date hereof, of the Parent Preferred Stock, 9,750,000 shares have been designated as Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and 10,000,000 have been designated as Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Stock”). As of the date hereof, there were issued and outstanding 44,427,630 shares of Common Stock, zero shares of Series A Preferred Stock and 4,060,397 shares of Series A-1 Preferred Stock. There are no other outstanding shares of capital stock or voting securities of Parent other than shares of Parent Common Stock issued after that same date upon the exercise of options issued under Parent’s 2007 Incentive and Non-Qualified Stock Option Plan and 1997 Incentive and Non-Qualified Stock Option Plan (the “Parent Stock Plans”). All outstanding shares of Parent Common Stock and Series A-1 Preferred Stock have been, and all shares of Parent Common Stock issuable upon exercise of options and warrants will be, when issued in accordance with their respective terms thereof, duly authorized, validly issued, fully paid and are (or in the case of shares that have not yet been issued, will be) nonassessable and free of preemptive rights. As of the close of business on that same date, Parent has reserved 9,272,500 shares of Parent Common Stock for issuance to employees, directors and independent contractors pursuant to the Parent Stock Plans, of which 2,855,500 shares are subject to outstanding, unexercised options (the “Parent Options”), and 14,784,347 shares of Parent Common Stock are reserved for issuance pursuant to outstanding warrants (the “Parent Warrants”). Except as set forth in this Section 4.05, or for changes since the date of this Agreement resulting from the exercise of Parent Options or Parent Warrants outstanding on such date and disclosed on Section 4.05 of the Parent Disclosure, there are not now, and at the Effective Time there will not be, any outstanding (i) shares of capital stock or voting securities of Parent, (ii) securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent, (iii) options, warrants or other rights, agreements or arrangements to acquire from Parent, or other obligations or commitments of Parent to issue, transfer or sell any capital stoc...
Parent Capitalization. (a) The authorized capital stock of Parent consists solely of 600,000,000 shares of the Parent Common Stock and 200,000,000 shares of the preferred stock, par value $0.001 per share (the “Parent Preferred Stock”), of which 3,500 shares are designated as Series A Convertible Preferred Stock, par value $0.001 per share (the “Parent Series A Preferred Stock”). (i) 35,182,081 shares of the Parent Common Stock are issued and outstanding as of October 2, 2006, (ii) no shares of Parent Series A Preferred Stock are issued and outstanding as of the date hereof, and (iii) no shares of Parent’s capital stock are being held in Parent’s treasury as of the date hereof. Part 3.3(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of the number of shares of the Parent Common Stock held by each registered holder thereof as of October 2, 2006. All outstanding shares of the Parent Common Stock and the Parent Preferred Stock were duly authorized and validly issued, and are fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under the provisions of Delaware General Corporation Law (“DGCL”), the Parent Charter Documents or any Contract to which Parent is a party or by which it is bound. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of Parent or any Parent Subsidiary.
Parent Capitalization. The authorized capital of Parent consists of an unlimited number of Parent Common Units and an unlimited number of general partnership units. As of the close of business in New York City on March 23, 2018 (the “Parent Capitalization Date”), 255,023,013 Parent Common Units and 138,875 Parent General Partner Units were issued and outstanding. All outstanding Parent Common Units and Parent General Partner Units are duly authorized, validly issued, fully paid, nonassessable and free of any preemptive rights. In addition, as of the close of business on the Parent Capitalization Date, there were outstanding the following securities, which are exchangeable into Parent Common Units: 432,649,105 redeemable exchangeable units of BPL, 11,044,442 exchangeable limited partnership units of Brookfield Office Properties Exchange LP and 72,000,000 Class A Preferred Units of BPL, which are convertible into 70,038,910 Parent Common Units.
Parent Capitalization. The Parent Common Stock to be delivered as part of the Offer Price and Merger Consideration has been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will be listed on the NASDAQ National Market System and the issuance thereof is not subject to any preemptive or similar right. All outstanding shares of Parent Common Stock and preferred stock, $0.10 per share in Parent, and all shares of Parent Common Stock which may be issued pursuant to the exercise of options to purchase Parent Common Stock will be, when issued, duly authorized, validly issued, fully paid and nonassessable 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. There are no outstanding bonds, debentures, notes or other indebtedness or debt securities of Parent which require consent for any actions contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreement or which have the right to vote (or are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote.
Parent Capitalization. The authorized capital stock of the Parent as of the date of this Agreement consists of 25,000,000 shares of Common Stock, $0.01 par value per share, of which 11,323,494 shares are issued and outstanding (subject to the changes prior to the Closing Date contemplated by the Purchaser Disclosure Schedule) and 500,000 shares of preferred stock, none of which are issued and outstanding.
Parent Capitalization. The Parent Preferred Stock Conversion, the Reverse Stock Split and the Increased Authorization shall have been duly effected.
Parent Capitalization. The authorized capital stock of Parent consists of 350,000,000 shares, of which 50,000,000 shares are preferred stock, par value $0.01 per share (the “Parent Preferred Stock”), and 300,000,000 shares are Parent Common Stock. As of the date of this Agreement, 64,756,093 shares of Parent Common Stock were issued and outstanding and no shares of Parent Preferred Stock were issued and outstanding. The number of shares of Parent Common Stock held in treasury as of the date hereof is 7,477,657. Except as set forth above in this Section 4.4(a), as of the Execution Date there are not any shares of capital stock, voting securities or other equity interests of Parent issued and outstanding or any Rights issued or granted by, or binding upon, Parent, except as set forth in the Parent SEC Reports (without giving effect to any Parent SEC Report or any amendment to any Parent SEC Report in each case filed on or after the Execution Date), except for awards granted under Parent’s employee benefit, stock option, incentive and stock purchase plans, or as expressly contemplated by this Agreement. There are no outstanding obligations of Parent or any Parent Group Entity to repurchase, redeem or otherwise acquire any capital stock, voting securities or other equity interests or any Rights of Parent or any Parent Group Entity. There are no outstanding bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with stockholders of Parent on any matter. The shares of Parent Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid and nonassessable.
