Capitalization of Parent. (a) As of the Capitalization Date, the authorized capital stock of Parent consists of 1,200,000,000 shares of Parent Common Stock and 20,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date (i) 615,472,741 shares of Parent Common Stock were issued and outstanding, (ii) 396,788,418 shares of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units).
(b) Since the Capitalization Date and through the date of this Agreement, except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issued, and (ii) no shares of Parent Common Stock have been reserved for issuance.
(c) Neither Parent nor any of its Subsidiaries have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of Parent or any of its Subsidiaries on any matter.
(d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Pers...
Capitalization of Parent. The authorized capital stock of Parent consists of (a) 50,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock”), of which not more than 2,700,000 shares will be, prior to the Effective Time, issued and outstanding (inclusive of the shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stock, par value $.001 per share, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 shares of Parent Series A Preferred Stock in the Private Placement at the Closing. Except as disclosed in Schedule 3.4, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.
Capitalization of Parent. (a) The authorized capital stock of the Parent consists of 550,000,000 shares of Parent Common Stock, par value $.10 per share, and 20,000,000 shares of preferred stock, no par value ("Parent Preferred Stock"). As of September 30, 1999, (i) 281,006,318 shares of Parent Common Stock were issued and outstanding (as of October 30, 1999, 280,651,942 shares of Parent Common Stock were issued and outstanding); (ii) 21,011,801 shares of Parent Common Stock were subject to outstanding options issued pursuant to Parent's 1986, 1988, 1996 and 1997 Stock Option Plans; and at least a like number of shares of Parent Common Stock were reserved for issuance in respect of such options; and (iii) 15,275,947 shares of Parent Common Stock were issued and held in the treasury of the Parent. As of the date hereof, no shares of Parent Preferred Stock are issued and outstanding. Since the Capitalization Date, there have been no (A) issuances of shares of Parent Common Stock, other than issuances pursuant to options outstanding on the Capitalization Date. All the outstanding shares of Parent Common Stock are, and all shares to be issued as part of the Merger Consideration will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above, and except as disclosed in the Parent SEC reports, (1) there are no shares of capital stock of Parent authorized, issued or outstanding, (2) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Parent, obligating Parent to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in Parent or securities convertible into or exchangeable for such shares or equity interests, or obligating Parent to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (3) there are no outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any capital stock of Parent.
(b) Except as set forth in the Parent SEC Reports, all of the outstanding capital stock of Parent's subsidiaries (including, as of the Closing Date, Merger Sub) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including ...
Capitalization of Parent. As of the date hereof, Parent's authorized capital stock consists of 8,850,000,000 shares, consisting of (a) 100,000,000 preferred shares, par value $1.00 per share ("Parent Preferred Stock"), and (b) 8,750,000,000 common shares, par value $1.00 per share, of which (i) 6,000,000,000 shares are Parent Common Stock, (ii) 2,500,000,000 shares are Class A Liberty Media Group Stock and (iii) 250,000,000 shares are Class B Liberty Media Group Stock.
Capitalization of Parent. Parent's authorized capital stock consists solely of (a) 20,000,000 shares of Parent Common Stock. As of October 31, 1997, (i) 9,120,741 shares of Parent Common Stock were issued and outstanding, (ii) 1,810,000 shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 shares of Parent Common Stock were issuable upon conversion of convertible securities granted or issuable by Parent. Except as set forth on Section 3.4 of the Parent Disclosure Schedule, since October 31, 1997, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock is, and all shares of Parent Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereof, other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7) or in Section 3.4 to the Parent Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent; and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.
Capitalization of Parent. (a) The authorized capital stock of Parent consists of 7,500,000 shares of Parent Common Stock, $.02 par value, and 2,000,000 shares of preferred stock, $0.01 par value. Parent currently plans to call a special meeting of the stockholders to, among other things, authorize an increase of capital stock to allow for 50,000,000 shares of authorized Parent Common Stock. Schedule 4.7 lists, as of the date hereof:
(i) the number of shares of Parent Common Stock outstanding,
(ii) the number of shares of preferred stock outstanding,
(iii) the number of shares of Parent Common Stock reserved for issuance upon the conversion of outstanding preferred stock and the exercise of outstanding options and outstanding warrants (including, without limitation, any preferred stock, options and warrants that Parent has agreed to issue subject to amending its Certificate of Incorporation to increase the amount of authorized capital stock),
(iv) the additional number of shares of Parent Common Stock exchangeable for stock options that are authorized, but unissued, under any stock option plans of the Parent, and
(v) the number of shares of Parent Common Stock proposed to be issued to raise the capital required to pay the aggregate Cash Consideration payable pursuant to the Merger and the related transaction described in Section 6.10 hereof. With respect to any outstanding options and warrants to acquire Parent Common Stock or other securities of Parent convertible into or exchangeable for Parent Common Stock, Schedule 4.7 accurately sets forth the holder, the number of shares covered, the exercise price, and the expiration date. With respect to any outstanding preferred stock of Parent, Schedule 4.7 accurately sets forth the holder, the number of shares owned by each holder, the basis upon which such shares may be converted into Parent Common Stock and the material terms of any put, call or similar rights with respect thereto.
(b) All of the issued and outstanding shares of Parent Common Stock and other securities convertible into or exchangeable for Parent Common Stock or other capital stock of Parent have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.
(c) The shares of Parent Common Stock to be issued in the Merger will be duly authorized and validly issued and will be fully paid, nonassessable shares of Parent Common Stock free of preemptive rights.
(d) To Parent's knowledge, there are no voting trusts, stockholder agreem...
Capitalization of Parent. The authorized capital stock of Parent consists of (a) 50,000,000 shares of common stock, no par value per share (the "Parent Common Stock"), of which not more than 2,500,000 shares (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) will be, prior to the Effective Time, issued and outstanding. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.
Capitalization of Parent. The authorized capital stock of Parent consists of 50,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, par value $0.001 per share, of which 1,886,028 shares of Parent Common Stock are issued and outstanding as of the date hereof and no shares of preferred stock are issued and outstanding. 7,080,050 warrants and 60,000 options to purchase shares of Parent Common Stock are outstanding. A unit purchase option to purchase 215,000 units (consisting of one share of Parent Common Stock and one warrant) for $12.00 per unit is issued and outstanding. No shares of capital stock or other voting securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Companies Law (2011 Revision) of the Cayman Islands, Parent’s organizational documents or any contract to which Parent is a party or by which Parent is bound.
Capitalization of Parent. The authorized capital stock of Parent consists of (a) 100,000,000 shares of common stock, par value $.0001 per share (the "Parent Common Stock"), of which 8,461,538 shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of Parent Common Stock in the Private Placement and the Merger, and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 6.3(i) hereof. Schedule 3.4 hereto contains a true and complete list of the name and addresses of the record owners of all of the outstanding Parent Common Stock and other Equity Securities of Parent as of the date hereof, together with the number and percentage of securities held. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or other any Equity Security of Parent or Acquisition Corp To the best knowledge of Parent, there is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.
Capitalization of Parent. The authorized capital stock of Parent consists of (a) 480,000,000 shares of common stock, par value $0.0001 per share, of which not more than 7,694,700 shares will be, prior to the Effective Time, issued and outstanding after taking into consideration the cancellation of certain shares of Parent Common Stock, as indicated in Section 7.2(f)(4) hereof, and (b) 20,000,000 shares of “blank check” preferred stock, par value $.0001 per share, of which no shares are issued and outstanding on the date hereof. Except as disclosed in Schedule 3.4, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.
