Company Capitalization. The Company has an authorized capitalization as set forth in the Prospectus; the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable.
Company Capitalization. (a) The authorized capital stock of the Company is (i) 100,000,000 shares of Company Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”).
Company Capitalization. (a) The authorized capital stock of the Company consists of 1,000,000 shares of Company Common Stock, of which 378,189 shares (of which 42,500 are restricted shares as defined in the grant agreements with respect thereto) are issued and outstanding as of the date hereof, and 162,589 shares of Company Preferred Stock, (i) of which 105,556 have been designated as Series A Preferred Stock, of which 105,556 shares are issued and outstanding as of the date hereof, (ii) of which 32,033 have been designated as Series A-1 Preferred Stock, of which 7,033 shares are issued and outstanding as of the date hereof, (iii) of which 25,000 have been designated as Series A-2 Preferred Stock, of which 25,000 shares are issued and outstanding as of the date hereof, and (iv) of which 25,000 have been designated as Series B Preferred Stock, of which 25,000 shares are issued and outstanding as of the date hereof. As of the date hereof, the Company Capital Stock is registered on the books and records of the Company as held by the Persons set forth in Section 2.02(a) of the Disclosure Schedule, which further sets forth as of the date hereof for each such Person the number, class and series of Company Capital Stock registered on the books and records of the Company as held by such Person, the number of the applicable stock certificates issued by the Company representing such shares and the domicile address of such Person as reflected on the books and records of the Company. All outstanding shares of Company Capital Stock and Warrants are duly authorized, validly issued, fully paid and non-assessable, and are not subject to preemptive rights created by Legal Requirements, the Company Charter Documents, or any agreement to which the Company is a party or by which it is bound, except as set forth on Section 2.02(a) of the Disclosure Schedule. Except as set forth on Section 2.02(a) of the Disclosure Schedule, there are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Other than the Company Capital Stock set forth in Section 2.02(a) of the Disclosure Schedule and this Section 2.02(a) above, the Company has no other capital stock authorized, issued or outstanding.
Company Capitalization. The capitalization of the Company is as set forth in the Registration Statement and the Prospectus, and the Common Stock conforms to the description thereof contained under the caption “Description of Capital Stock” in the Prospectus; the outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None of the outstanding shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those specifically described in the Registration Statement and the Prospectus. The Company has no obligations to register for resale under the Securities Act any of its outstanding securities, including, but not limited to, any that would, as result of the filing of the Registration Statement or the offering or sale of the Shares as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company or other equity interests of any Subsidiary other than those described in the Registration Statement and the Prospectus.
Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 shares of Company Common Stock, and (ii) 20,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13, 2010 (the “Capitalization Date”): (A) 62,828,936 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs.
Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 180,000,000 shares of Company Common Stock, and (ii) 10,000,000 shares of Company Preferred Stock. As of the close of business in New York City on October 14, 2011 (the “Capitalization Date”), (A) 117,314,532 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) 324,391 shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and free of any preemptive rights.
Company Capitalization. (a) The authorized capital stock of Company consists solely of 210,000,000 shares of Company Common Stock, of which there were 36,166,801 shares issued and outstanding as of the close of business on March 3, 2000, and 10,000,000 shares of preferred stock, par value $0.001 per share, of which no shares are issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement or document to which Company is a party or by which it is bound. As of the date of this Agreement, there are no shares of Company Common Stock held in treasury by the Company. From and after the Effective Time, the shares of Parent Common Stock issued in exchange for any shares of Company Restricted Stock will, without any further act of Parent, the Company or any other person, become subject to the restrictions, conditions and other provisions of such Company Restricted Stock, and Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under such Company Restricted Stock.
Company Capitalization. (a) The authorized capital stock of the Company currently consists exclusively of: (i) 60,000,000 shares of Company Common Stock, of which, as of December 31, 2016 (the "Company Capitalization Date"), 17,242,645 shares were issued and outstanding; and (ii) 1,000,000 shares of the Company's preferred stock, $1.00 par value per share ("Company Preferred Stock"), of which no shares were designated and outstanding as of the Company Capitalization Date. The Company does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the stockholders of the Company on any matter. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.
Company Capitalization. (a) The authorized capital stock of the Company currently consists exclusively of 10,000,000 shares of Company Common Stock, of which, as of the date immediately preceding the date of this Agreement (the “Company Capitalization Date”), 4,383,721 shares were issued and outstanding. The Company does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the stockholders of the Company on any matter. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.
Company Capitalization. As of the date hereof, the Company has an authorized capitalization as set forth in the Registration Statement, the Disclosure Package and the Prospectus under the heading “Capitalization;” all the outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to any pre-emptive or similar rights; except as described in the Disclosure Package, the Registration Statement and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; each of the Common Stock and Preferred Stock conforms in all material respects to the applicable description thereof contained in the Disclosure Package and the Prospectus; and all of the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly authorized and validly issued, are fully paid and non-assessable (except (a), in the case of any foreign subsidiary, for directors’ qualifying shares and (b) except as otherwise described in the Registration Statement, the Disclosure Package and the Prospectus or the documents incorporated by reference therein) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party (except (a) in the case of any foreign subsidiary, for directors’ qualifying shares and (b) except as otherwise described in the Registration Statement, the Disclosure Package and the Prospectus or the documents incorporated by reference therein).
