Capitalization of Purchaser. The entire authorized capital stock of Purchaser consists of 75,000,00 shares of common stock having a par value of $0.001 per share, of which 6,549,900 shares are issued and outstanding. All issued and outstanding shares of Purchaser Common Stock have been duly authorized, are validly issued, fully paid and nonassessable. There are no outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which Purchaser is a party or which are binding upon Purchaser providing for the issuance, disposition or acquisition of any of its capital stock, nor any outstanding or authorized stock appreciation, phantom stock or similar rights with respect to Purchaser.
Capitalization of Purchaser. Purchaser is a Subsidiary of Parent.
Capitalization of Purchaser. As of the date hereof, the authorized capital stock of Purchaser consists of (x) 150,000,000 shares of Purchaser Common Stock and (y) 10,000,000 shares of preferred stock, par value $0.001 per share, of which 19,400 shares have been designated as Purchaser Preferred Stock. As of the close of business on March 15, 2013 there were outstanding (a) 7,493,343 shares of Purchaser Common Stock, (b) 14,500 shares of Purchaser Preferred Stock, (c) options to purchase an aggregate of 397,000 shares of Purchaser Common Stock (of which options to purchase an aggregate of 351,760 shares of Purchaser Common Stock were exercisable), and (d) warrants to purchase an aggregate of 2,250,762 shares of Purchaser Common Stock. Additionally, as of March 15, 2013, there were zero (0) shares of Purchaser Common Stock held by Purchaser as treasury stock. All outstanding shares of capital stock or other equity securities of Purchaser are, and all shares of capital stock of Purchaser that may be issued pursuant to the options and warrants set forth in this Section 3.3 when issued in accordance with the respective terms thereof will be, and Payment Shares when issued will be, in each case, duly authorized, validly issued and fully paid and non-assessable. No shares of capital stock or other equity interests of Purchaser are entitled to or have been issued in violation of any preemptive rights. Except as set forth above, the Purchaser Convertible Debt and that certain stockholders agreement, dated as of February 22, 2012, among People’s Liberation, Inc. (n/k/a Purchaser), Xxxxx Xxxx, TCP WR Acquisition, LLC and the other parties thereto, (i) no other equity securities of Purchaser are issued, reserved for issuance or outstanding, (ii) Purchaser is not a party to any outstanding or authorized option, warrant, right (including any preemptive right), subscription, claim of any character, agreement, obligation, convertible or exchangeable securities, or other commitments contingent or otherwise, relating to the equity or voting interests in Purchaser, pursuant to which Purchaser is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, any equity or voting interests in Purchaser or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any equity or voting interests in Purchaser, (iii) there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with res...
Capitalization of Purchaser. Purchaser is a Subsidiary of BGCP.
Capitalization of Purchaser. The authorized capital stock of --------------------------- Purchaser consists of 1,000 shares common stock, par value $0.01 (the "Purchaser --------- Common Stock"). As of the date hereof, 1,000 shares of Purchaser Common Stock ------------ are outstanding, all of which (i) were validly issued, and are fully paid and nonassessable and (ii) are owned, directly or indirectly, by Parent.
Capitalization of Purchaser. The authorized capital stock of Purchaser consists of 200,000,000 shares of Purchaser Stock and 5,000,000 shares of preferred stock, par value $.01 per share, of Purchaser. As of November 30, 2001, 63,802,563 shares of Purchaser Stock were issued and outstanding. All of such issued and outstanding shares of Purchaser Stock are validly issued, fully paid and non-assessable and free of preemptive rights. As of the date hereof, 2,767,529 shares of Purchaser Stock were reserved for issuance upon exercise of outstanding options, warrants, calls, claims, rights (including without limitation any stock appreciation or similar rights), convertible securities or other agreements or commitments to purchase or otherwise acquire shares of Purchaser's capital stock. Except as set forth above and as otherwise contemplated by this Agreement, there are not now, and as of the Closing Date there will not be, any shares of capital stock of Purchaser issued or outstanding or any subscriptions, options, warrants, calls, claims, rights (including without limitation any stock appreciation or similar rights), convertible securities or other agreements or commitments of any character obligating Purchaser to issue, transfer or sell any of its securities. Except as disclosed in Schedule 4.2(g) hereto, none of Purchaser and its subsidiaries is party to any Contract or other obligation relating to or providing for registration rights with respect to its capital stock.
Capitalization of Purchaser. As of May 23, 2022, the authorized capital of Purchaser consists of 750,000,000 Parent Shares and 100,000,000 shares of Class B common stock, par value $0.01 per share. All of the issued and outstanding ordinary shares of Purchaser have been duly authorized and validly issued and are fully paid and nonassessable.
Capitalization of Purchaser. (a) The authorized capital stock of Purchaser consists of (i) 1,000,000,000 shares of Purchaser common stock, par value $0.01 per share and (ii) 5,000,000 shares of preference stock, par value $0.01 per share, of which 100,000 shares have been designated Series A Junior Participating Preferred Stock, par value $0.01 per share, and which were reserved for issuance upon exercise of Rights issued pursuant to the Rights Agreement. As of March 31, 2009, there were outstanding 247,818,391 shares of Purchaser common stock (each together with a Right), 186,013 shares of Purchaser restricted stock with voting rights, employee stock options and stock-settled stock appreciation rights to purchase an aggregate of 9,380,001 shares of Purchaser common stock (of which options and stock-settled stock appreciation rights to purchase an aggregate of 5,125,830 shares of Purchaser common stock were exercisable), restricted stock units to purchase an aggregate of 155,140 shares of Purchaser common stock (of which none were vested), performance shares representing upon issuance 282,247 shares of Purchaser common stock (if vested at target) and there were no shares of preferred stock outstanding. All outstanding shares of capital stock of Purchaser have been, and all shares that may be issued after the date of this Agreement and prior to the Closing will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are fully paid and nonassessable.
Capitalization of Purchaser. The authorized capital stock of Purchaser consists of: (a) 5,000,000 shares of Preferred Stock, par value .01 per share; and (b) 100,000,000 shares of Purchaser Common Stock. As of August 31, 1998, the shares of Purchaser's capital stock that are issued and outstanding consist of 42,847,741 shares of Purchaser Common Stock. Each issued and outstanding share of Purchaser Common Stock has been duly authorized and validly issued and is fully paid and nonassessable. The Purchaser Common Stock to be issued in the Merger, when issued by Purchaser pursuant to the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.
Capitalization of Purchaser. The capitalization of SFBC and Purchaser are as reflected on Schedule 6.01(b). All of the issued and outstanding common stock of SFBC and Purchaser has been duly authorized, are validly issued, fully paid, and non-assessable. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require SFBC or Purchaser to issue, sell, or otherwise cause to become outstanding any shares of their capital stock, except as disclosed on Schedule 6.01(b). There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to SFBC or Purchaser.
