Capitalization of the Parent Sample Clauses

Capitalization of the Parent. As of the date of the Prospectus (as hereinafter defined), the total authorized and issued capital stock of Parent will be as set forth in the Prospectus. The outstanding shares of Parent Common Stock reflected in such Prospectus have been duly and validly issued and are fully paid and non-assessable.

Capitalization of the Parent. As of the date of this Agreement, the authorized capital of the Parent consists of 100,000,000 shares of common stock, par value US$0.001 per share, of which 34,679,564 shares are issued and outstanding, and 5,000,000 shares of preferred stock, par value US$0.001 per share, of which 839,200 shares of preferred stock have been designated as 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Parent Preferred Stock”), each share of which is issued and outstanding. All of the issued and outstanding shares of common stock and preferred stock of the Parent (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) have not been issued in violation of the certificate of incorporation, charter, by-laws or other constating documents of the Parent, or any agreement, contract, covenant, undertaking, or commitment to which the Parent is a party or bound, and (iii) have been issued and sold in compliance with U.S. Securities Laws in all material respects. Except as disclosed in Section 3.2(k) of the Parent Disclosure Letter, as of the date of this Agreement, there are no outstanding agreements, subscriptions, warrants, options, rights or commitments (nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating the Parent to issue or sell any shares of common stock or other securities of the Parent, including any security or obligation of any kind convertible into or exchangeable or exercisable for any shares of common stock or other security of the Parent. The transfer of the Consideration Shares pursuant to the Plan of Arrangement will not obligate the Parent or the Purchaser to issue or transfer shares of common stock or other securities of the Parent or the Purchaser to any person except as contemplated in this Agreement and the Plan of Arrangement and will not result in a right of any holder of securities of the Parent or the Purchaser to adjust the exercise, conversion, exchange or reset of price under any of such securities. Immediately prior to the Effective Time, the Purchaser will beneficially and legally own all of the Consideration Shares that it is transferring pursuant to the Plan of Arrangement.

Capitalization of the Parent. As of the execution date of this Agreement, the total authorized capital stock of the Parent is 100,000,000 shares of Parent Common Stock, of which 16,424,446 shares are issued and outstanding and of which [ 0 ] are held in the treasury of the Parent, and, 50,000,000 shares of Preferred Stock, $.001 par value ("Parent Preferred Stock"), divided into 5,000,000 shares of Series A Preferred Stock, of which 45,137 shares are issued and outstanding, 678,920 shares of Series B Preferred Stock, of which 678,920 shares are issued and outstanding, 130,000 shares of Series C Preferred Stock, of which 100,000 shares are issued and outstanding, 1,800,000 shares of Series D Preferred Stock, of which [0] shares are issued and outstanding, 600,000 shares of Series E Preferred Stock, of which [0] shares are issued and outstanding, and 800,000 shares of Series F Preferred Stock, of which [0] shares are issued and outstanding. The outstanding shares of Parent Common Stock and Parent Preferred Stock have been duly and validly issued and are fully paid and non-assessable.

Capitalization of the Parent. The total authorized capital stock of Parent is as set forth and described in Parent's confidential information statement delivered to Shareholders in connection with the transactions contemplated by this Agreement. The outstanding shares of Parent Common Stock and Parent Preferred Stock have been duly and validly issued and are fully paid and non-assessable.

Capitalization of the Parent. Except for the shares issuable at Closing, the Parent shall have 202,308,728 shares of Parent Common Stock issued and outstanding held by stockholders and no other securities, options, warrants or securities, obligations or instruments that are convertible or exercisable into (i) any securities of the Parent or (ii) securities or instruments convertible or exercisable into securities of the Parent, shall be outstanding.

Capitalization of the Parent. The authorized and issued share capital of the Parent as of the date of this Agreement and as of the time of the Closing is as set out in Exhibit 6.4. All of such shares have been duly authorized and validly issued.

Capitalization of the Parent. On the Initial Closing Date, the authorized and issued capital stock of the Parent consists of: 6.4.1 503,400 shares of Series A Convertible Preferred Stock, 3,364,250 shares of Series B Redeemable Convertible Preferred Stock, 10,746,666 shares of Series C Redeemable Convertible Preferred Stock and 8,292,699 shares of Series D Redeemable Convertible Preferred Stock; and

Capitalization of the Parent. As of the execution date of this Agreement, the total authorized capital stock of the Parent is 100,000,000 shares of Parent Common Stock, of which 20,282,439 shares are issued and outstanding and of which none are held in the treasury of the Parent and 50,000,000 shares of Preferred Stock, $.001 par value ("Total Parent Preferred Stock"), of which 45,137 shares of Series A Preferred Stock are issued and outstanding, 678,920 shares of Series B Preferred Stock are issued and outstanding, 100,000 shares of Series C Preferred Stock are issued and outstanding, 1,568,000 shares of D Preferred Stock are issued and outstanding, 580,000 shares of Series E Preferred Stock are issued and outstanding, and 664,691 shares of Series F Preferred Stock are issued and outstanding. The outstanding shares of Parent Common Stock and Total Parent Preferred Stock have been duly and validly issued and are fully paid and non-assessable. Except as set forth on Exhibit 3.1.2, Parent has not granted any option, warrant, subscription or similar right to any person or entity to purchase or acquire any rights with respect to any shares of capital stock or equity interests of Parent.

Capitalization of the Parent. (a) On the date hereof, the Parent's authorized capital stock consists of 100,000,000 shares of Parent Common Stock, of which 18,117,490 shares were issued and outstanding as of February 28, 2001, and 5,000,000 shares of preferred stock, $.001 par value per share, none of which are issued and outstanding. All of the outstanding shares of capital stock of the Parent have been duly and validly issued and are, or will be, fully paid and nonassessable. (b) Buyer is authorized to issue 1,000 shares of common stock, of which 1,000 shares were issued and outstanding as of the date of this Agreement. All shares of Buyer that are owned by Parent are free and clear of all Encumbrances, except pursuant to the Parent's commercial credit facilities.