Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. As of the date hereof, Parent's authorized capital stock 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) 6,000,000,000 shares are Parent Common Stock, (ii) 2,500,000,000 shares are Class A Liberty Media Group Stock and (iii) 250,000,000 shares are Class B Liberty Media Group Stock.

Capitalization of Parent. As of the date hereof, Parent's authorized capital stock consists of 8,850,000,000 16,500,000,000 shares, consisting of (a) 100,000,000 preferred shares, par value $1.00 per share ("Parent Preferred Stock"), and (b) 8,750,000,000 16,400,000,000 common shares, par value $1.00 per share, of which (i) 6,000,000,000 shares are Parent Common Stock, (ii) 2,500,000,000 4,000,000,000 shares are Class A Liberty Media Group Stock and Stock, (iii) 250,000,000 400,000,000 shares are Class B Liberty Media Group StockStock and (iv) 6,000,000,000 shares are AT&T Wireless Group common stock.

Capitalization of Parent. As of the date hereof, Parent's The total authorized capital stock consists ------------------------ of 8,850,000,000 shares, consisting Parent is 100,000,000 shares 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) 6,000,000,000 shares are Parent Common Stock, (ii) 2,500,000,000 of which 16,359,446 shares are Class issued and outstanding and none of which are held in the treasury of Parent, 50,000,000 shares of Parent preferred stock, $.001 par value, of which 45,137 shares of Series A Liberty Media Group Parent Preferred Stock are issued and outstanding. The outstanding shares of Parent Common Stock and (iii) 250,000,000 shares Parent preferred stock have been duly and validly issued and are Class B Liberty Media Group Stockfully paid and non-assessable.

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

Capitalization of Parent. As of the date hereof, Parent's The entire 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 of: (i) 6,000,000,000 75,000,000 shares are of Parent Common Stock, of which 27,696,800 were issued and outstanding on April 22, 2005; and (ii) 2,500,000,000 10,000,000 shares are Class A Liberty Media Group Stock of preferred stock, no par value, of which 40,466 were issued and (iii) 250,000,000 shares are Class B Liberty Media Group Stockoutstanding on April 22, 2005.

Capitalization of Parent. As of the date hereof, Parent's authorized capital stock 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) 6,000,000,000 shares are Parent Common Stock, (ii) 2,500,000,000 shares are Class A Liberty Media Group Stock and (iii) 250,000,000 shares are Class B Liberty Media Group Stock.

Capitalization of Parent. As of the date hereof, Parent's The 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, shares of which (i) 6,000,000,000 shares are Parent Common Stock, (ii) 2,500,000,000 of which 30,176,250 shares are Class A Liberty Media Group issued and outstanding (of which 29,400,000 are owned by Xxxxxx Xxxx) 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 Common Stock and (iii) 250,000,000 shares are Class B Liberty Media Group Stock.as indicated in Section

Capitalization of Parent. As of the date hereof, Parent's authorized capital stock 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) 6,000,000,000 shares are Parent Common Stock, (ii) 2,500,000,000 shares are Class A Liberty Media Group Stock and (iii) 250,000,000 shares are Class B Liberty Media Group Stock. As of May 19, 1999, (a) no shares of Parent Preferred Stock, (b) 3,482,035,707 shares of Parent Common Stock, (c) 577,496,407 shares of Class A Liberty Group Stock and (d) 55,072,748 shares of Class B Liberty Group Stock were issued and outstanding.

Capitalization of Parent. As of the date hereofof this Agreement, Parent's the authorized capital stock of Parent consists of 8,850,000,000 shares, consisting 2,000,000 shares of (a) 100,000,000 preferred sharesClass A Common Stock, par value $1.00 per share ("Parent Preferred Stock"), and (b) 8,750,000,000 common shares, par value $1.00 .01 per share, of which (i) 6,000,000,000 1,026,510 shares are Parent issued and outstanding, and 2,000,000 shares of Class B Common Stock, (ii) 2,500,000,000 par value $.01 per share, of which no shares are Class A Liberty Media Group Stock outstanding. All such outstanding shares of stock are fully paid and (iii) 250,000,000 shares are Class B Liberty Media Group Stocknonassessable.

Capitalization of Parent. As of the date hereof, Parent's authorized capital stock 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) 6,000,000,000 shares are Parent Common Stock, (ii) 2,500,000,000 shares are Class A Liberty Media Group Stock and (iii) 250,000,000 shares are Class B Liberty Media Group Stock.

Capitalization of Parent. As of the date hereof, Parent's the authorized capital stock of Parent consists of 8,850,000,000 shares, consisting 50,000,000 shares of (a) 100,000,000 Parent Common Stock and 1,000,000 shares of preferred sharesstock, par value $1.00 per share ("Parent Preferred Stock"), and (b) 8,750,000,000 common shares, par value $1.00 0.01 per share, . Upon the issuance of which (i) 6,000,000,000 shares are the Parent Common StockStock to the Seller as provided in Section 4.2, (ii) 2,500,000,000 shares are Class A Liberty Media Group such Parent Common Stock will be validly issued, fully paid and (iii) 250,000,000 shares are Class B Liberty Media Group Stocknon-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.

Capitalization of Parent. As of the date hereof, Parent's The authorized capital stock of Parent consists of 8,850,000,000 shares(i) 40,000,000 shares of common stock, consisting of (a) 100,000,000 preferred shares, $0.001 par value $1.00 per share ("Parent Preferred “Common Stock"”), of which, as of December 31, 2010, approximately 17,612,536 shares were outstanding, and (bii) 8,750,000,000 common shares5,000,000 shares of preferred stock, $0.001 par value $1.00 per share, none of which (i) 6,000,000,000 shares are Parent Common Stock, (ii) 2,500,000,000 shares are Class A Liberty Media Group Stock and (iii) 250,000,000 shares are Class B Liberty Media Group Stockwere outstanding.