Capitalization of the Company and its Subsidiaries Sample Clauses

Capitalization of the Company and its Subsidiaries. The Company's authorized capital stock consists solely of (a) 20,000,000 shares of common stock, $0.05 par value per share ("Company Common Stock"), and (b) 10,000,000 shares of preferred stock, $1.00 par value per share ("Company Preferred Stock"). As of October 31, 1997, (i) 3,891,981 shares of Company Common Stock were issued and outstanding, (ii) 201,385 shares of Company Common Stock were issuable upon the exercise of outstanding options, an additional 230,749 shares of Company Common Stock were issuable upon the exercise of options that are not currently outstanding but are reserved for issuance upon the designation of optionees by the Board of Directors of the Company and 154,175 shares of Company Common Stock were issuable upon the exercise or conversion of outstanding warrants or convertible securities granted or issuable (on a contingent basis or otherwise) by the Company, and (iii) no shares of Company Preferred Stock were issued and outstanding. Since October 31, 1997, except as disclosed in Section 4.4 of the Company Disclosure Schedule, the Company has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of capital stock of the Company and each Subsidiary is 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 Company SEC Documents (as defined in Section 4.7) or in Section 4.4 to the Company 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 the Company or either Subsidiary of any securities of the Company or either Subsidiary, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of the Company or either Subsidiary; and neither the Company nor either Subsidiary has any obligation of any kind to issue any additional securities or to pay for securities of the Company or either Subsidiary or any predecessor. The Company has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Company Common Stock.

Capitalization of the Company and its Subsidiaries. (a) All of the issued and outstanding shares of Capital Stock of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will have been duly authorized for issuance and will be validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability company. All of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Liens, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC. (b) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Capital Stock or other securities of the Company or any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock or any other securities of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby ...

Capitalization of the Company and its Subsidiaries. As of the date of this Agreement, the Company has an authorized capitalization as set forth in the sections of the Registration Statement, the Pricing Disclosure Package and the Prospectus entitled “Capitalization” and “Description of Capital Stock,” and, as of the time of purchase of the Shares on the Closing Date or any Additional Closing Date, as the case may be, the Company shall have an authorized capitalization as set forth in the sections of the Registration Statement, the Pricing Disclosure Package and the Prospectus entitled “Capitalization” and “Description of Capital Stock” (subject, in each case, to the issuance of shares of Stock upon exercise of stock options and warrants, or the exercise, conversion or redemption of any other equity-based compensatory awards, disclosed as outstanding in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus, the issuance of shares of Stock upon the redemption of Operating Partnership units in accordance with the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, disclosed as outstanding in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus, the grant of options and other equity-based awards under existing stock option and other equity-based compensatory plans described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus, and the issuance of shares of Stock, if any, resulting from the exercise of exchange rights pursuant to exchangeable senior notes issued by the Operating Partnership as described in the Registration Statement (excluding the exhibits thereto), each Preliminary Prospectus and the Prospectus); all of the issued and outstanding shares of capital stock, including the Shares, of the Company have been duly authorized and validly issued and are fully paid and non-assessable, have been issued in compliance with all applicable securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; application has been, or will be, made to list the Shares on the New York Stock Exchange (the “NYSE”), and as of the time of purchase of the Shares on the Closing Date or any Additional Closing Date, as the case may be, the Shares shall be duly listed, and admitted and authorized for trading, subject to official notice of issuance; and al...

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of: (i) 278,000,000 shares of Company Common Stock, (A) 211,000,000 shares of which are designated as shares of Company Class A Common Stock and (B) 67,000,000 shares of which are designated as shares of Company Class B Common Stock and (ii) 10,000,000 shares of Company Preferred Stock, (A) 25,000 shares of which are designated as shares of Company Class A Preferred Stock, (B) 25,000 shares of which are designated as shares of Company Class B Preferred Stock and (C) 16,688 shares of which are designated as shares of Company Class C Preferred Stock. As of April 29, 2003, (i) 18,978,291 shares of Company Class A Common Stock were issued and outstanding, (ii) 45,142,508 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Class A Preferred Stock were issued and outstanding, (iv) 25,000 shares of Company Class B Preferred Stock were issued and outstanding and (v) 16,688 shares of Company Class C Preferred Stock were issued and outstanding. All of the outstanding shares of Company Common Stock and Company Preferred Stock have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of April 29, 2003, a total of 4,170,854 shares of Company Class A Common Stock were reserved for issuance pursuant to outstanding Stock Options, and no other shares of Company Class A Common Stock are subject to issuance pursuant to Stock Options or awards of Restricted Shares. Immediately prior to the Effective Time, no shares of Company Class A Preferred Stock or Company Class C Preferred Stock will be outstanding and 25,000 shares of Company Class B Preferred Stock will be outstanding. Set forth in Section 4.2(a) of the Company Disclosure Schedule is a complete and accurate list of the Company Stock Plans and the number of shares of Company Common Stock reserved for issuance pursuant to Stock Options outstanding as of April 29, 2003 under each such Company Stock Plan, and no other shares of Company Common Stock are subject to issuance pursuant to such Company Stock Plans. Since April 29, 2003, no shares of capital stock of the Company have been issued other than pursuant to Stock Options set forth on the Award List, and since April 29, 2003, no Stock Options or Restricted Shares have been granted. Except as set forth above, and as contemplated by Section 2.1, there are no outstanding (i) shares of capital stock (including Restricted Shares) or other vo...

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of: 20,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"). As of June 25, 1998, 5,173,077 --------------- Shares of Common Stock are issued and outstanding, no shares of the Preferred Stock are outstanding. All of the Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of June 25, 1998, a total of 1,016,129 Shares are reserved for issuance pursuant to outstanding Stock Options under the Company Stock Plans, of which (A) 65,321 Shares are reserved for issuance pursuant to outstanding Stock Options under the Company's 1991 Stock Option Plan, (B) 476,004 Shares are reserved for issuance pursuant to outstanding Stock Options under the Company's 1995 Stock Option Plan, (C) 469,804 Shares are reserved for issuance pursuant to outstanding Stock Options under the Company's 1997 Stock Option Plan, (D) 5,000 Shares are reserved for issuance pursuant to outstanding Stock Options under the Company's 1997 Director Plan, and (E) assuming that the Option Cancellation Time were to occur on or about June 16, 1998, approximately 6,500 Shares would have been issuable upon the exercise of Purchase Plan Options under the Company's 1996 Employee Stock Purchase Plan at a price of $13.60 per Share. Since June 25, 1998, no shares of the Company's capital stock have been issued other than pursuant to stock options already in existence on such date, and since June 25, 1998, no stock options have been granted. Except as set forth above and except for the Rights to, among other things, purchase Series A Participating Preferred Stock issued pursuant to the Rights Agreement, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or any of its Subsidiaries, and no obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securi- ties or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of its Subsidiaries or other similar rights (collectively, "Company Securities"). There are no outstand...

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 18,000,000 shares of Company Common Stock, of which, as of February 5, 2001, 7,145,347 shares were issued and outstanding, and 2,000,000 shares of Preferred Stock, no shares of which are issued or outstanding. All outstanding shares of Company Common Stock have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of February 6, 2001, 1,098,821 shares of Company Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding Company Stock Options. Except as set forth in Section 3.2(a) of the Disclosure Schedule, since March 31, 2000 (A) no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options already in existence on such date or pursuant to the Stock Purchase Plan and (B) no stock options have been granted. As of the date hereof, 120,000 shares of Company Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding Warrants.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 40,000,000 shares of Common Stock, of which, as of the date hereof, 5,243,956 shares were issued and outstanding (excluding shares held as treasury shares), and 194,884 shares of Common Stock are held as treasury shares and (ii) 5,000,000 shares of preferred stock, no shares of which are issued or outstanding. All of the Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of the date hereof, (i) 580,555 shares of Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding Stock Options 12 17 and (ii) 34,000 shares of Common Stock are issuable under the 1997 Stock Plan pursuant to Section 2.11(d). Section 3.2(a) of the Disclosure Schedule sets forth the outstanding Stock Options. Except as set forth above, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries, and no obligations of the Company or its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (e.g., phantom stock or stock appreciation rights). Except for the Voting Agreements and agreements issued under the Company Plans, there are no stockholder, voting, repurchase or similar agreements or understandings to which the Company is a party or otherwise bound relating to the transfer, voting or repurchase of any shares of capital stock of the Company. (b) Except as set forth on Schedule 3.2(b) of the Disclosure Schedule, or as publicly disclosed by the Company, all of the issued and outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and are owned by the Company, directly or indirectly, free and clear of any Lien (as hereinafter defined) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of the Company or i...

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of Fifty-Two Million (52,000,000) Shares, of which, as of September 30, 1999, Twenty-Seven Million Four Hundred Eighty-Six Thousand Six Hundred Fifty-Nine (27,486,659) Shares were issued and outstanding and Two Million (2,000,000) shares of preferred stock, none of which is outstanding. All of the outstanding Shares have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of September 30, 1999, approximately Three Million One Hundred Nine Thousand Six Hundred Sixty-One (3,109,661) Shares were reserved for issuance and, as of September 30, 1999, approximately Six Million Four Hundred Twenty-Six Thousand Eight Hundred Fifty-Two (6,426,852) were issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Plans and the Stock Purchase Plan. The maximum number of shares that may be issued under the Stock Purchase Plan is Seven Hundred Thousand (700,000) shares, of which, as of October 1, 1999, approximately Two Hundred Ninety-Four Thousand Seventy (294,070) shares have been issued and Four Hundred Five Thousand Nine Hundred Thirty (405,930) shares are reserved for issuance. Between September 30, 1999 and the date hereof, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options already in existence on such first date, and between September 30, 1999 and the date hereof, no stock options have been granted. Except (i) as set forth above, (II) for the Company's 4.75% Convertible Subordinated Notes Due 2002 (the "Subordinated Notes") issued pursuant to the Indenture dated as of August 15, 1997, by and between the Company and Deutsche Bank AG, New York Branch (the "Indenture") and (III) for the rights (the "Company Rights") issued pursuant to the Company's Rights Agreement, dated as of November 19, 1998, between the Company and Harrxx Xxxst and Savings Bank (the "Company Rights Agreement"), as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other securities of the Company, (iii) no options, preemptive or other rights to acquire from the Company or any of its subsidiaries, and, except as described in the Company SEC Reports (as defined below), no oblig...

Capitalization of the Company and its Subsidiaries. The authorized stock of the Company consists of 1,500,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.001, of the Company (the “Preferred Stock”). As of the date hereof, (a) 7,000,000 shares of Series A Preferred Stock are issued and outstanding, 87,500 shares of Series C Preferred Stock are issued and outstanding and have no voting rights, and 2,285,714 shares of Series D Preferred Stock are issued and outstanding, (b) 15,794,763 shares of Common Stock are issued and outstanding, (c) 12,329,915 shares of Common Stock are reserved for or subject to issuance, excluding shares of Common Stock to be issued to Xxxxxxx Xxxxxx as set forth in Schedule 3.6. Schedule 3.6 sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any class or series of stock of the Company (collectively, the “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 “Existing Plans”). Except as set out on Schedule 3.6 and for (i) shares of Common Stock issuable pursuant to the exercise of outstanding Company Options, (ii) shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Series C Preferred Stock, or the Series D Preferred Stock, (iii) securities issuable upon conversion of the XxXxxxx Note, and (iv) securities issuable upon conversion of the Bridge Note, there are no shares of Common Stock or any other equity security of the Company 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. Neither the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stock other than shares of Series D Preferred Stock pursuant to its terms. 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 such Subsidiary to the holders t...

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, no par value (the "Common Stock"), and 100,000 shares of preferred stock, no par value (the "Preferred Stock"). As of the date hereof, (i) 8,694,954 shares of Common Stock are issued and outstanding and no shares of Preferred Stock are outstanding and (ii) 10,413 shares of Common Stock have been authorized for issuance but have not been issued. As of the date hereof, 1,189,911 shares of Common Stock and no shares of Preferred Stock are held in the treasury of the Company. All of the Shares have been validly issued, are fully paid, nonassessable and have been issued free of preemptive rights. Section 3.2 of the Company Disclosure Schedule identifies the number of shares of each class of capital stock of the Company which are reserved and subject to any Company Benefit Plan, indicating the name of the plan, the date of the grant, the holder of the option, the number of shares granted, the type of option and the exercise price thereof.