Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. (a) As of the date hereof, the authorized capital stock of Parent consists of (i) 4,400,000,000 shares of common stock, $.01 par value, of which 4,000,000,000 are designated Parent Series A Stock and 400,000,000 shares are designated Parent Series B Stock and (ii) 50,000,000 shares of Parent Preferred Stock.

Capitalization of Parent. (a) As of the date hereof, the Parent's authorized capital stock of Parent consists of 8,850,000,000 shares, consisting of (a) 100,000,000 preferred shares, par value $1.00 per share ("Parent Preferred Stock"), and (b) 8,750,000,000 common shares, par value $1.00 per share, of which (i) 4,400,000,000 shares of common stock, $.01 par value, of which 4,000,000,000 are designated Parent Series A Stock and 400,000,000 6,000,000,000 shares are designated Parent Series B Common Stock, (ii) 2,500,000,000 shares are Class A Liberty Media Group Stock and (iiiii) 50,000,000 250,000,000 shares of Parent Preferred are Class B Liberty Media Group Stock.

Capitalization of Parent. (a) As of the date hereof, the Parent's authorized capital stock of Parent consists of 16,500,000,000 shares, consisting of (a) 100,000,000 preferred shares, par value $1.00 per share ("Parent Preferred Stock"), and (b) 16,400,000,000 common shares, par value $1.00 per share, of which (i) 4,400,000,000 6,000,000,000 shares of common stockare Parent Common Stock, $.01 par value(ii) 4,000,000,000 shares are Class A Liberty Media Group Stock, of which 4,000,000,000 are designated Parent Series A Stock and (iii) 400,000,000 shares are designated Parent Series Class B Liberty Media Group Stock and (iiiv) 50,000,000 6,000,000,000 shares of Parent Preferred Stockare AT&T Wireless Group common stock.

Capitalization of Parent. (a) As of the date hereof, the The total authorized capital stock ------------------------ of Parent consists of (i) 4,400,000,000 is 100,000,000 shares of common Parent Common Stock, of which 16,359,446 shares are issued and outstanding and none of which are held in the treasury of Parent, 50,000,000 shares of Parent preferred stock, $.01 .001 par value, of which 4,000,000,000 are designated Parent 45,137 shares of Series A Parent Preferred Stock are issued and 400,000,000 shares are designated Parent Series B Stock and (ii) 50,000,000 outstanding. The outstanding shares of Parent Preferred StockCommon Stock and Parent preferred stock have been duly and validly issued and are fully paid and non-assessable.

Capitalization of Parent. (a) As of the date hereofof this Agreement, the authorized capital stock of Parent consists of (i) 4,400,000,000 2,000,000 shares of common stockClass A Common Stock, par value $.01 par valueper share, of which 4,000,000,000 are designated Parent Series A Stock and 400,000,000 1,026,510 shares are designated Parent Series B Stock issued and (ii) 50,000,000 outstanding, and 2,000,000 shares of Parent Preferred Class B Common Stock, par value $.01 per share, of which no shares are outstanding. All such outstanding shares of stock are fully paid and nonassessable.

Capitalization of Parent. (a) As of the date hereofof this Agreement, the Parent has authorized capital stock under its Restated Certificate of Parent consists of (i) 4,400,000,000 shares of common stock, $.01 par value, of which 4,000,000,000 are designated Parent Series A Stock and 400,000,000 shares are designated Parent Series B Stock and (ii) Incorporation 50,000,000 shares of Parent Preferred StockCommon Stock and 5,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2000, Parent had outstanding 22,086,129 shares of Parent Common Stock and no shares of any other class of capital stock.

Capitalization of Parent. (a) As of the date hereof, the The authorized capital stock of Parent consists of (i) 4,400,000,000 40,000,000 shares of common stock, $.01 0.001 par valuevalue per share (“Common Stock”), of which 4,000,000,000 are designated Parent Series A Stock and 400,000,000 which, as of December 31, 2010, approximately 17,612,536 shares are designated Parent Series B Stock were outstanding, and (ii) 50,000,000 5,000,000 shares of Parent Preferred Stockpreferred stock, $0.001 par value per share, none of which were outstanding.

Capitalization of Parent. (a) As of the date hereof, the The entire authorized capital stock of Parent consists of of: (i) 4,400,000,000 75,000,000 shares of common Parent Common Stock, of which 27,696,800 were issued and outstanding on April 22, 2005; and (ii) 10,000,000 shares of preferred stock, $.01 no par value, of which 4,000,000,000 are designated Parent Series A Stock 40,466 were issued and 400,000,000 shares are designated Parent Series B Stock and (ii) 50,000,000 shares of Parent Preferred Stockoutstanding on April 22, 2005.

Capitalization of Parent. (a) As of the date hereof, the The authorized capital stock of Parent consists of (ia) 4,400,000,000 100,000,000 shares of common stock, $.01 par valueParent Common Stock, of which 4,000,000,000 are designated Parent Series A Stock and 400,000,000 30,176,250 shares are designated Parent Series B Stock issued and outstanding (iiof which 29,400,000 are owned by Xxxxxx Xxxx) 50,000,000 and of which not more than 1,101,250 shares will be, prior to the Effective Time, issued and outstanding after taking into consideration the cancellation of Parent Preferred Stock.Common Stock as indicated in Section

Capitalization of Parent. (a) As of the date hereof, the The entire authorized capital stock of Parent consists solely of (i) 4,400,000,000 shares of common stock, $.01 par value, of which 4,000,000,000 are designated Parent Series A Stock and 400,000,000 shares are designated Parent Series B Stock and (ii) 50,000,000 10,000,000 shares of Parent Preferred Stock. There is 1 share of Parent Stock which is issued and outstanding as of the date of this Agreement. The issued and outstanding share of Parent Stock is validly issued, fully paid and nonassessable, and has not been issued in violation of the preemptive rights of any Person or in violation of any applicable federal or state laws.

Capitalization of Parent. (a) As of the date hereof, the authorized capital stock of Parent consists of (i) 4,400,000,000 shares of common stock, $.01 par value, of which 4,000,000,000 are designated Parent Series A Stock and 400,000,000 shares are designated Parent Series B Stock and (ii) 50,000,000 shares of Parent Preferred StockCommon Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. Upon the issuance of the Parent Common Stock to the Seller as provided in Section 4.2, such Parent Common Stock will be validly issued, fully paid and non-assessable and will be free and clear of all Encumbrances created by or on behalf of Parent, other than restrictions on transfer under Federal and state securities laws.