Capitalization of the Borrower. On the Third Amendment Effective Date, the capitalization of the Borrower will be as set forth on Schedule 6.12(a) hereto. The Capital Stock of the Borrower has been duly authorized and validly issued. Except as set forth on Schedule 6.12(a), no authorized but unissued or treasury shares of Capital Stock of the Borrower are subject to any option, warrant, right to call or commitment of any kind or character. A complete and correct copy of the limited liability company agreement of the Borrower in effect on the Third Amendment Effective Date has been delivered to the Administrative Agent. Except as set forth on Schedule 6.12(a), the Borrower does not have any outstanding stock or securities convertible into or exchangeable for any shares of its Capital Stock, or any rights issued to any Person (either preemptive or other) to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims or any character relating to any of its Capital Stock or any stock or securities convertible into or exchangeable for any of its Capital Stock. Neither the Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or any convertible securities, rights or options of the type described in the preceding sentence. As of the Third Amendment Effective Date, all of the issued and outstanding shares of Capital Stock of the Borrower are owned of record by the stockholders as set forth on Schedule 6.12(a) hereto.
Capitalization of the Borrower. As of the date of this Agreement, the authorized capital stock of the Borrower consists of 529,295 shares of common stock, par value $0.01 per share, of which 273,742 shares are issued and outstanding. All such outstanding shares of Stock are fully paid and nonassessable.
Capitalization of the Borrower. On the Effective Date, the capitalization of the Borrower will be as set forth on Schedule 6.12(a) hereto. The Capital Stock of the Borrower has been duly authorized and validly issued. Except as set forth on Schedule 6.12(a), no authorized but unissued or treasury shares of Capital Stock of the Borrower are subject to any option, warrant, right to call or commitment of any kind or character. A complete and correct copy of the limited liability company agreement of the Borrower in effect on the Effective Date has been delivered to the Administrative Agent. Except as set forth on Schedule 6.12(a), the Borrower does not have any outstanding stock or securities convertible into or exchangeable for any shares of its Capital Stock, or any rights issued to any Person (either preemptive or other) to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims or any character relating to any of its Capital Stock or any stock or securities convertible into or exchangeable for any of its Capital Stock. Neither the Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or any convertible securities, rights or options of the type described in the preceding sentence. As of the Effective Date, all of the issued and outstanding shares of Capital Stock of the Borrower are owned of record by the stockholders as set forth on Schedule 6.12(a) hereto.
Capitalization of the Borrower. The Agents shall have reviewed all of the documents relating to the capitalization of the Borrower, which documents and capitalization shall be in form and substance satisfactory to each of the Agents.
Capitalization of the Borrower. The capitalization of ------------------------------ Holdco and of the Borrowers as of the date of the First Amendment is as set forth on Exhibit F attached to the First Amendment, including --------- the identity of each Stockholder and the number of shares of stock of each Stockholder. Holdco owns all of the issued and outstanding capital stock of CTC-Del, and CTC-Del owns all of the issued and outstanding capital stock of CTC-PR. All of the issued and outstanding shares of capital stock of each Borrower have been duly and validly issued and are fully paid and nonassessable. All of the authorized, issued and outstanding shares of capital stock of each Borrower are free and clear of any Liens, except as disclosed on Exhibit F attached to the First Amendment, and except for the Lien in --------- favor of the Agent. None of such capital stock has been issued in violation of the Securities Act of 1933, as amended, or the securities or "Blue Sky" or any other applicable laws, rules or regulations of any applicable jurisdiction. Except as set forth on such Exhibit F, --------- as of the date of the First Amendment, neither Borrower has any commitment or obligation, either firm or conditional, to issue, deliver, purchase or sell, under any offer, option agreement, bonus agreement, purchase plan, incentive plan, compensation plan, warrant, conversion rights, contingent share agreement, stockholders agreement, partnership agreement or otherwise, any capital stock or other equity securities or securities convertible into shares of capital stock or other equity securities.
Capitalization of the Borrower. As of October 13, 1999, the authorized Capital Stock of the Borrower consists of 4,000,000 shares of preferred stock, none of which is outstanding, and 25,000,000 shares of common stock of which 9,601,973 shares are issued and outstanding. Except as set forth in SCHEDULE 3.18, there are no outstanding subscriptions, options, warrants, calls, puts, rights (including preemptive rights) or any other agreements or commitments of any nature with respect to such Capital Stock of the Borrower. No Person has or will have any preemptive rights to subscribe for any additional Capital Stock of the Borrower. All the Borrower's issued and outstanding Capital Stock has been issued in compliance in all material respects with all applicable Federal and state securities laws and regulations.
Capitalization of the Borrower. Following consummation of the Merger, the authorized capital of the Borrower shall consist only of ten (10) shares of common stock, par value $100.00 per share. As of the consummation of the Merger, all such capital stock of the Borrower shall have been duly authorized and validly issued, and shall be fully paid and nonassessable. There are no outstanding subscriptions, options, warrants, calls, agreements, preemptive rights, acquisition rights, redemption rights or any other rights or claims of any character which restrict the transfer of, require the issuance of, or otherwise relate to any class of the capital stock of the Borrower. From and after the consummation of the Merger, all of the issued and outstanding capital stock of the Borrower shall be owned beneficially and of record by the Holding Company.
Capitalization of the Borrower. The authorized capital stock of the Borrower consists, on the date hereof, of an aggregate of 1,500 shares of common stock, par value $1.00 per share, of which 1,400 shares are duly and validly issued and outstanding (and 100 of which shares are held in treasury), each of which shares is fully paid and nonassessable. As of the date hereof all of such issued and outstanding shares of common stock are owned beneficially and of record by CCPR. As of the date hereof, (x) there are no outstanding Equity Rights with respect to the Borrower and (y) there are no outstanding obligations of CCPR or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any shares of capital stock of the Borrower nor are there any outstanding obligations of CCPR or any of its Subsidiaries to make payments to any Person, such as "phantom stock" payments, where the amount thereof is calculated with reference to the fair market value or equity value of the Borrower or any of its Subsidiaries.
Capitalization of the Borrower. On the Amendment/Restatement Effective Date after giving effect to the Transaction, the capitalization of the Borrower will be as set forth on SCHEDULE 6.12 hereto. The outstanding Capital Stock of the Borrower shall have been duly authorized and validly issued. Except as set forth on SCHEDULE 6.12, no authorized but unissued or treasury shares of Capital Stock of the Borrower are subject to any option, warrant, right to call or commitment of any kind or character. A complete and correct copy of each of the agreements in effect with respect to such options, warrants, right to call or otherwise relating to the Borrower's Capital Stock to which the Borrower is a party on the Amendment/Restatement Effective Date has been delivered to the Administrative Agent. Except as set forth on SCHEDULE 6.12 or pursuant to the Transaction Documents or with respect to stock option plans and restricted stock option plans relating to the Borrower's or its Subsidiaries' compensation plans, neither the Borrower nor any of its Subsidiaries has any outstanding stock or securities convertible into or exchangeable for any shares of its Capital Stock, or any rights issued to any Person (either preemptive or other) to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims or any character relating to any of its Capital Stock or any stock or securities convertible into or exchangeable for any of its Capital Stock (other than as set forth in the certificate of incorporation of the Borrower). Neither the Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or any convertible securities, rights or options of the type described in the preceding sentence.
Capitalization of the Borrower. As of the date hereof, Xxxxxxxxx ------------------------------ Holdings owns beneficially and of record 84.01% of the outstanding capital stock of Facilicom International, and Facilicom International owns beneficially and of record all of the membership interests in the Borrower. All of the issued and outstanding membership interests, capital stock and other equity interests of the Borrower and the Subsidiaries have been duly and validly issued and are fully paid and nonassessable. All of the issued and outstanding membership interests, capital stock and other equity interests of the Borrower and the Subsidiaries are free and clear of any Lien, charge, encumbrance or right or option to purchase, except for certain restrictions set forth in the Membership Agreement. None of the membership interests, capital stock or other equity interests of the Borrower or any Subsidiary has been issued in violation of the Securities Act of 1933, as amended, or the securities or "Blue Sky" or any other applicable laws, rules or regulations of any applicable jurisdiction.
