Parent Capitalization. (a) The authorized capital stock of Parent consists solely of 600,000,000 shares of the Parent Common Stock and 200,000,000 shares of the preferred stock, par value $0.001 per share (the “Parent Preferred Stock”), of which 3,500 shares are designated as Series A Convertible Preferred Stock, par value $0.001 per share (the “Parent Series A Preferred Stock”). (i) 35,182,081 shares of the Parent Common Stock are issued and outstanding as of October 2, 2006, (ii) no shares of Parent Series A Preferred Stock are issued and outstanding as of the date hereof, and (iii) no shares of Parent’s capital stock are being held in Parent’s treasury as of the date hereof. Part 3.3(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of the number of shares of the Parent Common Stock held by each registered holder thereof as of October 2, 2006. All outstanding shares of the Parent Common Stock and the Parent Preferred Stock were duly authorized and validly issued, and are fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under the provisions of Delaware General Corporation Law (“DGCL”), the Parent Charter Documents or any Contract to which Parent is a party or by which it is bound. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of Parent or any Parent Subsidiary.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vitalstream Holdings Inc), Agreement and Plan of Merger (Vitalstream Holdings Inc), Agreement and Plan of Merger (Internap Network Services Corp)
