Capitalization; Indebtedness. (a) The authorized capital stock of the Company consists of 910,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $1.00 per share (the “Company Preferred Stock”), of which 400,000 shares have been designated Series A Junior Participating Preferred Stock (the “Company Series A Preferred Stock”).
Capitalization; Indebtedness. (a) As of October 31, 2023, the share capital of the Company consists of 243,561,586 issued Ordinary Shares, fully paid, and with a par value of €0.01 each, and total authorized capital of 422,424,003 Ordinary Shares. All of the outstanding shares of capital stock of the Company have been duly authorized, validly issued and are fully paid and nonassessable and were 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. Other than 11,384,320 Ordinary Shares reserved for future issuance under the Company’s equity plans, 22,865,721 Ordinary Shares issuable upon the exercise of outstanding stock options, founders warrants and warrants and upon vesting of restricted free shares granted pursuant to the Company’s equity plans, and a maximum of 47,641,560 shares reserved for issuance under outstanding convertible notes and warrants, the Company has no shares of capital stock reserved for issuance. Except as set forth above or pursuant to this Agreement, the Company does not have outstanding any options to purchase, or any rights or warrants to subscribe for, any securities or obligations convertible into, or any contracts or commitments to issue or sell, any shares of capital stock, or any such warrants, convertible securities or obligations.
Capitalization; Indebtedness. (a) The authorized capital stock of the Company consists of fifty million (50,000,000) shares of Common Stock and two million (2,000,000) shares of preferred stock, $.01 par value per share (the "Preferred Stock"). As of August 24, 2001: (i) Twenty Three Million Forty Nine Thousand Three Hundred Forty (23,049,340) shares of Common Stock were issued and outstanding; (ii) Four Million Three Hundred Seventy-Six Thousand Nine Hundred Twenty-Six (4,376,926) shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options or other rights to purchase or receive the Common Stock granted under the Company's 1995 Stock Option Plan (the "1995 Plan"); (iii) Four Hundred Twenty Thousand (420,000) shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options or other rights to receive the Common Stock granted under the Company's Director Stock Option Plan (the "Director Plan" and together with the 1995 Plan, the "Company Stock Option Plans"); (iv) Two Million Five Hundred Thousand (2,500,000) shares of Common Stock were reserved for issuance upon the conversion of the First December 2000 Note and the Second December 2000 Note and any other notes issued in connection with the December 2000 Note Purchase Agreement; (v) Five Hundred Seventy-Seven Thousand One Hundred Sixty-One (577,161) shares of Common Stock were held by the Company in the Company's treasury; (vi) no shares of Preferred Stock were issued or outstanding; and (vii) warrants to purchase One Million Seventy-Two Thousand Fifty-Three (1,072,053) shares of Common Stock were issued and outstanding (the "Existing Warrants").
Capitalization; Indebtedness. (a) The authorized capital stock of the Company consists of fifty million (50,000,000) shares of Common Stock and two million (2,000,000) shares of preferred stock, $.01 par value per share (the "Preferred Stock"). As of June 24, 2002: (i) twenty-four million six hundred sixty thousand nine hundred fifty-seven (24,660,957) shares of Common Stock were issued and outstanding; (ii) four million three hundred twenty-one thousand nine hundred sixteen (4,321,916) shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options or other rights to purchase or receive the Common Stock granted under the Company's 1995 Stock Option Plan, as amended (the "1995 Plan"); (iii) two hundred sixty thousand (260,000) shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options or other rights to receive the Common Stock granted under the Company's Director Stock Option Plan (the "Director Plan" and together with the 1995 Plan, the "Company Stock Option Plans"); (iv) two million (2,000,000) shares of Common Stock were reserved for issuance upon the conversion of the First December 2000 Note; (v) five hundred thousand (500,000) shares of Common Stock were reserved for issuance upon the conversion of the Second December 2000 Note; (vi) three hundred sixty thousand four hundred ninety (360,490) shares of Common Stock were reserved for issuance upon the conversion of the September 2001 Note; (vii) one million seven hundred ninety-eight thousand five hundred sixty-one (1,798,561) shares of Common Stock were reserved for issuance upon conversion of the Convertible Note; (viii) five hundred fifty-nine thousand five hundred thirty-two (559,532) shares of Common Stock were held by the Company in the Company's treasury; (ix) no shares of Preferred Stock were issued or outstanding; and (x) warrants to purchase two hundred seventy thousand five hundred sixty-two (270,562) shares of Common Stock were issued and outstanding (the "Existing Warrants").
Capitalization; Indebtedness. 4 2.5 SEC Reports and Certain Changes...............................5 2.6 Financial Statements and Title to Assets......................6 2.7 Contracts.....................................................6 2.8
Capitalization; Indebtedness. (a) As of the date hereof, 8,940,241 Company Common Units are issued and outstanding and are owned beneficially and of record by the holders, and in the respective amounts, set forth in Company Disclosure Schedule corresponding to this Section 3.05(a). Assuming that the Reorganization Merger had been consummated as of the date hereof, there would be 9,783,485 Company Common Units issued and outstanding. All of the outstanding Company Common Units have been duly authorized and validly issued.
Capitalization; Indebtedness. (a) The authorized capital stock of Parent consists of 30,000,000 shares of Common Stock and 15,000,000 shares of Preferred Stock. After giving effect to the Closing, there will be outstanding (i) 3,590,326 shares of Common Stock and 2,000,000 shares of Preferred Stock, (ii) options to purchase 342,356 shares of Common Stock, (iii) the rights associated with Parent's rights plan in place as of the date hereof and (iv) the Warrants.
Capitalization; Indebtedness. (a) The authorized capital stock of the Company consists of (i) 125,000,000 shares of Company Stock and (ii) 5,000,000 shares of preferred stock, par value $0.0001 per share (the “Company Preferred Stock”). The rights and privileges of the Company Stock and the Company Preferred Stock are as set forth in the Company’s Certificate of Incorporation. As of September 4, 2009, there are (i) 31,343,946 shares of Company Stock issued and outstanding, (ii) no shares of Company Preferred Stock issued or outstanding, (iii) no shares of Company Stock held in the treasury of the Company or owned by any Subsidiary of the Company, (iv) Company Options to purchase an aggregate of 2,851,272 shares of Company Stock issued and outstanding, and (v) Company RSUs representing the right to acquire 802,469 shares of Company Stock issued and outstanding. All outstanding shares of capital stock of the Company (including Company Restricted Stock) have been, and all shares that may be issued pursuant to any Company Option, the Company ESPP or any Company RSU will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of shares that have not yet been issued, will be) fully paid, nonassessable and free of preemptive rights.
Capitalization; Indebtedness. (a) Seller is the record owner of and has good and valid title to the shares, free and clear of all Encumbrances save for any Encumbrance in favor of Seller. The 15,000,000 shares referenced herein exceeds 64% of the total issued and outstanding shares in the Public Company after all transactions are completed at the Closing. The shares have been duly authorized and will be validly issued, fully paid and non-assessable. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the shares, free and clear of all Encumbrances.
Capitalization; Indebtedness. (a) The authorized capital stock of Xerox consists of 1,750,000,000 shares of Xerox Common Stock, 600,000 shares of Class B Stock, par value $1.00 per share, and 22,043,067 shares of Cumulative Preferred Stock, par value $1.00 per share, of which 300,000 shares of Xerox Series A Preferred Stock are authorized and 180,000 shares of Xerox Series B Preferred Stock will be authorized as of the Closing. As of the close of business on September 30, 2016, (i) 1,013,776,524 shares of Xerox Common Stock were issued and outstanding (and no Xerox Restricted Shares were issued and outstanding), (ii) 101,171,373 shares of Xerox Common Stock were reserved and available for issuance pursuant to the Xerox Stock Plans, (iii) 34,678,712 shares of Xerox Common Stock were subject to outstanding awards under the Xerox Stock Plans, (iv) 300,000 shares of Xerox Series A Preferred Stock were issued and outstanding, (v) 26,966,280 shares of Xerox Common Stock were reserved and available for issuance upon conversion of the Xerox Series A Preferred Stock and (vi) approximately 835,000 shares of Xerox Common Stock were reserved and available for issuance pursuant to the historical convertible indebtedness and other instruments.
