Capital Structure of Parent Sample Clauses

Capital Structure of Parent. As of the date hereof, the authorized capital stock of Parent consists of 500,000,000 shares of Parent Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of the close of business on November 1, 2013 (the “Parent Capitalization Date”), (i) 31,597,907 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, (iii) no shares of Parent Common Stock were held by Parent in its treasury, (iv) no shares of Parent Preferred Stock were held by Parent in its treasury and (v) 2,527,833 shares of Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock Plan. All outstanding shares of Parent Common Stock are, and all such shares which may be issued prior to the Effective Time or pursuant to the Merger in accordance with the terms of this Agreement will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or bylaws of Parent or any Parent Material Contract. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the Parent Capitalization Date, (i) there were no shares of capital stock of, or other equity or voting interests in, Parent issued, reserved for issuance or outstanding and (ii) there were no options, rights, warrants, convertible or exchangeable securities, “phantom” stock or other equity rights, stock-based performance units, commitments, Contracts or undertakings of any kind to which Parent or any Parent Subsidiary was a party or by which any of their respective properties or assets was bound (A) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Parent or any Voting Parent Debt, (B) obligating Parent or any Parent Subsidiary to issue, grant, ext...
Capital Structure of Parent. As of the date of this Agreement, the Parent’s authorized capital stock, the issued and outstanding shares of Parent Common Stock, issued and outstanding shares of the Parent’s preferred stock and outstanding convertible notes, options, and warrants are set forth on Schedule 4.3 and in the Parent SEC Documents, as defined below. Except as set forth on Schedule 4.3, all outstanding shares of capital stock of Parent and its Subsidiaries are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except as set forth on Schedule 4.3 and the Parent SEC Documents, (i) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound obligating Parent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its Subsidiaries or obligating Parent or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking; (ii) there are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its Subsidiaries; and (iii) there are no agreements or arrangements pursuant to which the Parent is or could be required to register shares of Parent Preferred Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Parent with respect to securities of the Parent.
Capital Structure of Parent. The authorized capital stock of Parent consists of 45,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, in each case, none of which is issued and outstanding. All issued and outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable. Parent currently has no outstanding options, warrants, agreements, rights or commitments to issue additional shares of Parent Common Stock, and none of the Parent’s outstanding securities or instruments are convertible into shares of Parent Common Stock.
Capital Structure of Parent. The authorized capital stock of Parent consists of 500,000,000 shares of Parent Common Stock, of which 402,034,877 shares were outstanding as of the close of business on September 30, 2005, and 50,000,000 shares of Preferred Stock having a par value $1.00 per share (the “Parent Preferred Shares”), of which zero shares are outstanding as of the date hereof. All of the outstanding shares of Parent Common Stock 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 September 30, 2005, 2,703,923 shares of Parent Common Stock reserved for issuance pursuant to Parent’s 1995 Incentive Stock Plan, 80,107 shares of Parent Common Stock reserved for issuance pursuant to Parent’s 1996 Restricted Stock Plan, 11,436,492 shares of Parent Common Stock reserved for issuance pursuant to Parent’s 2001 Incentive Compensation Plan, 17,000,000 shares of Parent Common Stock reserved for issuance pursuant to Parent’s 2005 Long-Term Incentive Plan; 1,183,628 shares of Parent Common Stock reserved for issuance under Parent’s dividend reinvestment plan; and 1,497,689 shares of Parent Common Stock reserved for issuance pursuant to Parent’s 401(k) plan (“Parent’s 401(k) Plan”) (together, the “Parent Stock Plans”). Each of the outstanding shares of capital stock of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by Parent or by a direct or indirect wholly-owned subsidiary of Parent, free and clear of any Lien. Except as set forth above, 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 Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other securities of Parent or any of its Significant 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 LA_LAN01:179306.23of the Company or any of its Significant Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding.
Capital Structure of Parent. At the Closing, the shares of Class B Common Stock issued to AMR as the Stock Consideration pursuant to Section 3.1 shall constitute 100% of the issued and outstanding Class B Common Shares. As of the Closing, the Class B Common Stock shall represent 10% of the issued and outstanding capital stock of Parent; provided, however, that in the event and to the extent that there is a Shortfall, additional shares of Class A Common Stock shall be issued at the Closing, at the same purchase price per share of Class A Common Stock as originally paid by TPG and Pharos, to make up such Shortfall and no additional shares of Class B Common Stock shall be issued as Stock Consideration as a consequence of the issuance of additional shares of Class A Common Stock issued in connection with covering the Shortfall. All issued and outstanding Class B Common Stock issued to AMR as the Stock Consideration shall be duly authorized, validly issued and outstanding, fully paid and nonassessable, and free of preemptive rights. Immediately prior to the Closing, Buyer shall own beneficially and of record the shares of Class B Common Stock constituting the Stock Consideration, free and clear of all Encumbrances, and upon issuance of the Stock Consideration to AMR pursuant to Section 3.1, AMR shall receive such shares free and clear of all Encumbrances, except as provided in this Agreement or the Stockholders' Agreement. As of the Closing, Parent will own 100% of the outstanding capital stock of Buyer, free and clear of all Encumbrances. At the Closing, except as provided in this Agreement the Subscription Agreement by and between Parent and TCW, neither Parent nor Buyer is a party to, or bound by, any agreement, arrangement or commitments to issue or sell any shares of capital stock or any securities or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to acquire from Parent or Buyer, any shares of capital stock of Parent or Buyer, and no such securities or obligations are outstanding, other than the options issued at the Closing to the Company’s management.
Capital Structure of Parent. Schedule 3.4 sets forth the pro forma capitalization of Parent as of the Closing, after giving effect to the Transaction, using the assumptions set forth on Schedule 3.4 (it being understood the number of Common Units issued to Sellers shall subject to adjustment under the terms of this Agreement). Except for (i) the preemptive rights and repurchase rights granted under the Parent LLC Agreement, (ii) in connection with any option or incentive equity plan of Parent or any of its Subsidiaries adopted or to be adopted by the board of managers (or similar governing body) of Parent or any of its Subsidiaries and (iii) this Agreement, Parent has not granted any outstanding options, rights or other securities convertible into or exchangeable or exercisable for Parent Common Units or Class B Units (as defined in the Parent LLC Agreement, and, together with the Parent Common Units, the “Parent Units”), or made or entered into any other commitments or agreements providing for the issuance of additional Parent Units or for the repurchase or redemption of Parent Units, and there are no agreements of any kind which may obligate Parent to issue, purchase, redeem or otherwise acquire any Parent Units. The Parent Common Units, when issued hereunder and upon delivery of the consideration therefor, will be duly authorized, validly issued, fully paid and non-assessable, and free and clear of Liens, other than those set forth in the Parent LLC Agreement and applicable securities Laws.
Capital Structure of Parent. The authorized capital stock of Parent consists of 50,000,000 shares of Parent Common Stock, 6,450,000 of which are issued and outstanding, and 5,000,000 shares of preferred stock, $.01 par value per share, none of which are issued or outstanding. The shares of the Parent Common Stock are duly authorized and validly issued and nonassessable.
Capital Structure of Parent. The authorized share capital of Parent --------------------------- is US$297,000 divided into 100,000,000 Ordinary Shares, par value US$0.0027 per share, of which 27,880,353 Ordinary Shares are issued and outstanding as of July 31, 2000. The authorized capital stock of Acquisition Sub consists of 1,000 shares of Common Stock, all of which are issued and outstanding and are held by Parent. All of such shares have been duly authorized and validly issued and are fully paid. Parent has reserved 5,800,000 shares of Ordinary Shares for issuance to employees and consultants pursuant to the Parent's stock option plans and share purchase plans, of which 4,352,699 shares are subject to outstanding, unexercised options. Except for the options described in this Section 4.2(a), -------------- there are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which Parent is a party or by which it is bound obligating Parent to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of Parent or to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement.
Capital Structure of Parent