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. (1) As of the Execution Date, Parent’s authorized capital stock consists of (i) 100,000,000 shares of Parent Common Stock, $0.001 par value, of which approximately 468,068 shares are issued and outstanding, and (ii) and 5,000,000 authorized shares of Preferred Stock, par value $0.001, of which no shares of Preferred Stock are issued or outstanding. The Merger Sub is a single member LLC wholly-owned by 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. (i) The authorized capital stock of Parent consists of:
Capital Structure of Parent. (i) The authorized shares of beneficial interest of Parent consists of 200,000,000 Parent Common Shares, of which 27,912,775 shares were outstanding as of the close of business on June 7, 2006 and 25,000,000 preferred shares of beneficial interest, par value $0.01 per share (the “Parent Preferred Shares”), of which 2,760,000 shares have been designated 7.75% Series A cumulative redeemable preferred shares (“Series A Shares”) and were outstanding as of the close of business on June 7, 2006 and 2,258,300 shares have been designated 8.375% Series B cumulative redeemable preferred shares (“Series B Shares”) and were outstanding as of the close of business on June 7, 2006. All the outstanding Parent Common Shares and Parent Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable and were not issued in violation of preemptive rights. Parent has no Parent Common Shares or Parent Preferred Shares reserved for issuance, except that, as of June 7, 2006, there were 543,973 Parent Common Shares reserved for issuance pursuant to Parent’s 2005 Equity Compensation Plan (including Parent Common Shares issuable under Parent’s Phantom Share Plan, as amended and restated as of July 20, 2004) and there are shares reserved for issuance pursuant to Parent’s Dividend Reinvestment Plan. As of June 7, 2006, (i) options (“Parent Options”) to purchase 474,519 Parent Common Shares were outstanding pursuant to Parent’s 2005 Equity Compensation Plan and (ii) 69,454 phantom shares and units were outstanding pursuant to Parent’s Phantom Share Plan and Parent’s 2005 Equity Compensation Plan (“Parent Phantom Shares”). Section 5.2(c)(i) of the Parent Disclosure Letter sets forth a correct and complete list of the outstanding Parent Options and Parent Phantom Shares, as of June 7, 2006, organized by employee, and includes as applicable the exercise price, vesting schedule and expiration date of each such Parent Option and Parent Phantom Share and, with respect to Parent Phantom Shares, whether such shares are redeemable for cash or Parent Common Shares. Each of the outstanding shares of beneficial interest or other securities of each of Parent’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable and owned by the Parent or by a direct or indirect wholly-owned subsidiary of Parent, free and clear of any Lien. Except as set forth above and except as set forth in Parent’s Chief Executive Officer’s Supplemental Executive Retireme...
Capital Structure of Parent. (a) Parent's authorized capital stock consists of 75,000,000 shares of Parent Common Stock, of which 26,057,200 shares were issued and outstanding as of May 9, 2006 and 5,000,000 shares of preferred stock, none of which are outstanding. All of the issued and outstanding shares of Parent Common Stock (i) have been duly authorized, are validly issued, fully paid, and nonassessable, and (ii) were issued in compliance with all applicable state and federal securities Laws. Except as described in the Parent SEC Documents, as of the date of this Agreement (and as issued in the ordinary course of Parent's business since the date of this Agreement), no options, warrants, convertible debt or other rights exist with respect to any shares of Parent Common Stock and no such Commitments will arise in connection with the Merger. There are no Contracts with respect to the voting or transfer of Parent's capital stock. Parent is not obligated to redeem or otherwise acquire any of its outstanding capital stock.
Capital Structure of Parent. (a) As of the date hereof, the authorized and outstanding capital stock of Parent (the “Parent Capital Stock”) consists of (i) 10,350,000 shares of Series A Preferred Stock with par value of $0.00001, of which 9,272,044 are issued; (ii) 4,950,000 shares of Series T Preferred Stock with par value of $0.00001, of which 482,104 are issued; (iii) 10,650,000 shares of Series Seed Preferred Stock with par value of $0.00001, of which 10,240,536 are issued; (iv) 75,000,000 shares of Common Stock with par value of $0.00001, of which 33,199,166 are issued; and Parent has reserved 7,590,000 shares of Common Stock for issuance under the Parent 2015 Equity Incentive Plan, of which an aggregate number of 6,730,500 options, stock purchase rights and restricted stock units to purchase share of Common Stock at a combined weighted average exercise price of $4.33 per share are outstanding under the Parent 2015 Equity Incentive Plan and 381,551 shares of Common Stock remain available for future issuance under the Parent 2015 Equity Incentive Plan.
Capital Structure of Parent. As of May 1, 2001, the authorized capital stock of Parent consists of 50,000,000 shares of Parent Common Stock, 4,600,000 shares of Preferred Stock, $.001 par value per share, 200,000 shares of Series B Convertible Preferred Stock, par value $.05 per share, and 200,000 shares of Series C Convertible Preferred Stock, par value $.05 per share, of which 12,741,858 shares of Parent Common Stock, no shares of Preferred Stock, 102,390 shares of Series B Convertible Preferred Stock and 99,287 shares of Series C Convertible Preferred Stock were issued and outstanding. All outstanding shares of Parent Common Stock have been duly authorized, validly issued, fully paid and are nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. The shares of Parent Common Stock to be issued pursuant to the Merger will be duly authorized and validly issued, and, upon receipt by Parent of Company Certificates in exchange therefor, will be fully paid and non-assessable. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, $.001 par value per share, all of which were issued and outstanding and held of record by Parent as of the date hereof.
Capital Structure of Parent. (a) The capitalization of Parent immediately prior to Closing consists of the following:
Capital Structure of Parent. The authorized capital stock of Parent consists of 100 million shares of Parent Common Stock, of which 6,130,184 shares of Parent Common Stock Shares are issued and outstanding on the date hereof and held by approximately 400 beneficial owners. Parent is the sole record and beneficial owner of all of the issued and outstanding equity interests of each of its subsidiaries. All outstanding equity interests of Parent and each of its subsidiaries are duly authorized, validly issued, fully paid and nonassessable 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 applicable Laws of its jurisdiction of formation, the Parent Constituent Instruments or any Contract to which Parent is a party or otherwise bound; and all such equity interests have been issued in accordance with applicable federal and state securities laws. There are not any bonds, debentures, notes or other indebtedness of Parent or any of its subsidiaries 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 or the shares of capital stock of any of its subsidiaries may vote. There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound (i) 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 interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any of its subsidiaries, (ii) obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Parent or of any of its subsidiaries. There are not any outstanding contractual obligations of Parent or of any of its subsidiaries to repurchase, redeem or otherwise acquire any sha...
