Capitalization of Holdings. (a) The authorized capital stock of Holdings consists of thirty-five million (35,000,000) shares of common stock, par value $0.000001 per share, of which 17,230,303 shares are issued and outstanding as of the close of business on the date of this Agreement.
Capitalization of Holdings. As of the Effective Date, the authorized capital stock of Holdings consisted of 100,000,000 shares of Class A Common Stock, par value $.01 per share, of which 22,786,536 shares are issued and outstanding, 20,000,000 shares of Class B Common Stock, par value $.01 per share, of which no shares are outstanding, and 25,000,000 shares of Class C Common Stock, par value $.01 per share, of which 20,702,005 shares are outstanding. All such outstanding shares of stock are fully paid and nonassessable.
Capitalization of Holdings. The authorized capital stock of Holdings consists of 10,000 shares of common stock, par value $0.01 per share, of which 1,000 shares, constituting the Holdings Shares, are validly issued and outstanding, fully paid and nonassessable. The Holdings Shares are owned of record and beneficially by WIN. Such Holdings Shares have not been issued in violation of, and are not subject to, any preemptive, subscription or similar rights. Except for the Holdings Shares, there are no shares of capital stock or other equity securities of Holdings outstanding. There are no outstanding warrants, options, “phantom” stock rights, agreements, convertible or exchangeable securities or other commitments pursuant to which WIN or any of its Affiliates (including Holdings) is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of Holdings, or which give any Person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of Holdings. There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters which stockholders of Holdings may vote upon.
Capitalization of Holdings. The authorized capital stock of Holdings consists of (i) 5,600,000 shares of Holdings Common Stock, of which 2,812,000 shares are duly authorized and validly issued and outstanding, fully paid and nonassessable on the date hereof, and (ii) 1,000,000 shares of Holdings Preferred Stock, of which 800,000 shares will be duly authorized validly issued and outstanding, fully paid and nonassessable after giving effect to the transactions contemplated by this Agreement. The record ownership of the outstanding shares of Holdings Common Stock and Preferred Stock (after giving effect to the transactions contemplated by this Agreement) is reflected on Schedule 5.5 attached hereto. Except as set forth on Schedule 5.5 attached hereto, no shares of capital stock of Holdings have been reserved for any purpose. Except for the Holdings Preferred Stock, for rights contained in that certain Stockholders Agreement dated as of September 21, 1995, by and among Holdings and certain stockholders of Holdings (the "Stockholders Agreement") and for options to be granted under Holdings' 1995 Stock Option and Stock Award Plan, there are no outstanding securities convertible into or exchangeable for the capital stock of Holdings and no outstanding options, rights (preemptive or otherwise), or warrants to purchase or to subscribe for any shares of such stock or other securities of Holdings. There are no outstanding agreements affecting or relating to the voting, issuance, purchase, redemption, repurchase or transfer of any of the securities of Holdings, except for the Stockholders Agreement referred to above or as otherwise contemplated hereunder.
Capitalization of Holdings. As of the date of this Agreement, the authorized capital stock of Holdings consists of 1,000 shares of common stock, of which 100 shares are validly issued and outstanding, fully paid and nonassessable. As of the date of this Agreement, Holdings has no commitments to issue or sell any shares of its capital stock or any securities or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from Holdings, any shares of its capital stock and no securities or obligations evidencing such rights are outstanding.
Capitalization of Holdings. The authorized capital stock of Holdings consists of 30,000,000 shares of the Holdings Shares and 5,000,000 shares of preferred stock, par value $0.001 per share. There are approximately 7,000,000 shares of the Holding Shares, and no shares of preferred stock, issued and outstanding as of the date of this Agreement. Holdings has no outstanding stock options, warrants, rights or commitments to issue Holdings Shares or other equity securities and no outstanding securities convertible into or exchangeable for Holdings Shares or other equity securities. All outstanding shares of the Holdings Shares are validly issued and outstanding, fully paid and nonassessable.
Capitalization of Holdings. All of the Membership Interests are owned of record (and to the Knowledge of Holdings, beneficially) by the Members as set forth on the Ownership Schedule. The Membership Interests represent one hundred percent (100%) of the issued and outstanding ownership interests in Holdings. All of the Membership Interests (i) have been duly authorized, are validly issued, fully paid, and non-assessable, (ii) have been issued without violation of any preemptive rights (whether statutory, contractual or otherwise), right of first refusal, subscription rights or other right to purchase from Holdings or, to the Knowledge of Holdings, any Member, (iii) were offered and sold in compliance with all applicable securities and other laws and (iv) are held free and clear of all Liens created by Holdings or, to the Knowledge of Holdings, any Member or third party, other than Permitted Liens and applicable federal and state securities law transfer restrictions. Other than the Membership Interests, there are no other ownership interests in Holdings or outstanding securities convertible or exchangeable into ownership interests of Holdings, and there are no options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that could require Holdings to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any ownership interests in Holdings. There are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights or similar interests having equity features with respect to Holdings. There are no voting trusts, proxies, or other Contracts with respect to the voting of the ownership interests of Holdings to which Holdings is a party. The information set forth on the Ownership Schedule is true, accurate and complete in all material respects and reflects the payment waterfall applicable to the Contemplated Transactions, as set forth in Section 6.6 of the Limited Liability Company Agreement of Holdings dated December 31, 2021 (the “Holdings LLC Agreement”). Section 1.1(a) of the Disclosure Schedule contains a true and correct list of the Key Members.
Capitalization of Holdings. The equity capitalization of Holdings is:
Capitalization of Holdings. The Administrative Agent, the Syndication -------------------------- Agent and Requisite Lenders shall be satisfied in all respects with Holdings' capital structure.
Capitalization of Holdings. The authorized capital stock of Holdings consists of 30,000,000 shares of common stock and 5,000,000 shares of preferred stock, par value $0.001 per share. As of the Signing Date, 7,251,922 shares of Holdings’ common stock, and no shares of its preferred stock, were issued and outstanding. As of the Signing Date, Holdings has: (a) no outstanding stock options, (b) warrants to purchase 1,691,100 shares of its common stock, and (c) unit purchase options outstanding for the purchase of 34,000 units. All of the issued and outstanding membership interests of Merger Sub are held of record by and beneficially owned by Holdings. All outstanding equity of Holdings and Merger Sub are validly issued and outstanding, fully paid and nonassessable, and none of such equity has have been issued in violation of the preemptive rights of any Person.
