Authorization Issuance of Stock Closing. (a) In exchange for the contributions and agreements set forth in Sections 2 and 3 below, the Board of Directors of Seagate Software (the "Board") has (i) authorized the amendment and restatement of the Certificate of Incorporation of Seagate Software to, among other things, (A) increase the number of authorized shares of capital stock of Seagate Software to 80,000,000 shares of Common Stock and 60,000,000 shares of Preferred Stock, including 41,700,000 shares of Series A Preferred Stock and 18,300,000 shares of Preferred Stock available for future designation by the Board, (B) amend and restate the terms of the Series A Preferred Stock outstanding as of the date of this Restructuring Agreement to read as set forth in the Restated Certificate and (C) eliminate the currently authorized Series B Preferred Stock (none of which is outstanding) and (ii) authorized the issuance of the shares described in Section 1(b) below.
Authorization Issuance of Stock Closing. (a) In connection with the transactions contemplated by this Agreement, the Board has (i) authorized the amendment and restatement of the Amended and Restated Certificate of Incorporation of Seagate Software, in the form attached hereto as Exhibit A (the "Restated Certificate"), to increase the --------- authorized number of shares of Common Stock to 95,600,000 shares and to increase the number of authorized shares of Series A Preferred to 54,633,333 shares; (ii) authorized the issuance of the shares described in Section 1(b) below; and (iii) approved the merger of SEMS and Calypso.
