Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 per share, of which, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any...
Capital Structure. (a) As of the date hereof, (i) there are 1,000 authorized shares of capital stock of the Company, consisting of 1,000 shares of Common Stock, and (ii) the issued and outstanding capital stock of the Company consists of 100 shares of Common Stock. Except as provided in the preceding clause (ii), no shares of capital stock or other equity interests of the Company are issued, reserved for issuance or outstanding. As of the Closing, (A) there shall be 200,000 authorized shares of capital stock of the Company, consisting of 180,000 shares of New Class A Common Stock and 20,000 shares of New Class B Common Stock, and (B) the issued and outstanding capital stock of the Company shall consist of 90,100 shares of New Class A Common Stock and 9,900 shares of New Class B Common Stock. Except as provided in the preceding clause (B), as of the Closing, there shall be no shares of capital stock or other equity interests of the Company that are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company were duly authorized and validly issued and are fully paid and non-assessable, and are not subject to, and were not issued in violation of, the Securities Act or other Applicable Law, any Contract or any preemptive, subscription or similar rights. Seller is the record and beneficial owner of all of the shares of Common Stock issued and outstanding, free and clear of all pledges, liens, charges, encumbrances and security interests of any kind (collectively, “Liens”) other than restrictions on transfer or otherwise under applicable securities laws. There are no restrictions upon the voting or transfer of the shares of Common Stock pursuant to the Organizational Documents of the Company or any agreement to which Seller or the Company is a party. There are no securities, options, warrants, rights (including conversion, exchange, preemptive, rights of first refusal, redemption rights, “tag along” rights or “drag along” rights and subscription rights) or other commitments or agreements (other than this Agreement or any other Transaction Agreement) of any kind to which Seller or the Company is a party obligating either of them to issue, sell, purchase, redeem, transfer or deliver shares of capital stock or other equity interests of the Company.
Capital Structure. The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). As of the date of this Agreement, 16,292,071 shares of Common Stock were issued and outstanding and no shares were held in treasury or by any Company Subsidiary. As of the date of this Agreement, 1,000,000 shares of Preferred Stock have been designated as Class A Preferred Stock, of which no shares were issued and outstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its capital stock other than stock options to acquire up to 231,500 shares of Common Stock (the “Company Stock Options”) granted on or prior to the date of this Agreement pursuant to the 2002 Stock Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, any outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 3.02, there are not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement or undertaking.
Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding ...
Capital Structure. The authorized capital stock of CDnow consists of 200,000,000 shares of CDnow Common Stock, without par value, and 50,000,000 shares of preferred stock, without par value (together with the CDnow Common Stock, the "CDnow Capital Stock"). At the close of business on July 9, 1999, (i) 30,211,473 shares of CDnow Common Stock were issued and outstanding, (ii) no shares of CDnow Common Stock were held by CDnow in its treasury and (iii) 1,511,934 additional shares of CDnow Common Stock were reserved for issuance pursuant to the CDnow Stock Plans (as defined in Section 8.04(d)). The CDnow Disclosure Letter sets forth a complete list of all CDnow Employee Stock Options (as defined in Section 8.04) outstanding at the close of business on July 12, 1999, together with the number of shares of CDnow Common Stock subject to each such CDnow Employee Stock Option and the exercise price thereof. The CDnow Disclosure Letter sets forth a complete list of all warrants to acquire shares of CDnow Common Stock (the "CDnow Warrants") outstanding at the close of business on July 12, 1999 together with the number of shares of CDnow Common Stock subject to each such warrant and the exercise price thereof. Except as set forth above or in the CDnow Disclosure Letter, at the close of business on July 12, 1999, no shares of capital stock or other voting securities of CDnow were issued, reserved for issuance or outstanding. There are no outstanding CDnow stock appreciation rights. All outstanding shares of CDnow Capital Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the PBCL, the CDnow Charter, the CDnow By-laws or any Contract (as defined in Section 3.05) to which CDnow is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of CDnow having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of CDnow Common Stock may vote ("Voting CDnow Debt"). Except as set forth above or in the CDnow Disclosure Letter, there are not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitment...
Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares, of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 and 300,000 shares of preferred stock, par value $10.00 per share, of which no shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity secu...
Capital Structure. The capital structure of the Company shall consist of one class of common interests (the “Common Interests”). All Common Interests shall be identical with each other in every respect. The Member shall own all of the Common Interests issued and outstanding.
Capital Structure. 10 3.3 Authority..................................................................11 3.4
Capital Structure. The authorized capital stock of the Company consists of 2,000,000 shares of common stock, of which, 238,334 shares are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporation law or any contract to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of shares of common stock of the Company may vote (“Voting Company Debt”). Except as set forth on Schedule 3.03, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which its is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.
Capital Structure. The authorized capital stock of Company consists of (i) 5,000,000 shares of preferred stock, $0.01 par value, none of which is outstanding or reserved for issuance; and (ii) 50,000,000 shares of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding under Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as otherwise disclosed on Schedule 3.2, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound. Except for the rights created pursuant to this Agreement, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of its Shareholders and (ii) to the best of Company's knowledge, between or among any of Company's Shareholders.
