Common use of Authorized and Issued Capital Stock Clause in Contracts

Authorized and Issued Capital Stock. The authorized capital stock of the Company consists of 79,999,997 shares of Common Stock, one share of Series A preferred stock and one share of Series B preferred stock, each with a par value of $0.01 per share, one share of a class of special stock, par value $0.01 per share, and 40,000,000 shares of a class of designation preferred stock, par value $0.01 per share. At the close of business on September 8, 2015 (the “Capital Structure Date”), (i) 24,728,471 shares of Common Stock were issued and 20,131,928 shares of Common Stock were outstanding, (ii) one share of Series A preferred stock, one share of Series B preferred stock and one share of special stock were issued and outstanding, (iii) 4,596,543 shares of Common Stock were held by the Company in its treasury, and (iv) 1,602,796 shares of Common Stock were reserved for issuance upon settlement of outstanding restricted stock units (each, an “RSU” and, collectively, the “RSUs”) granted under any stock-based compensation plan of the Company or otherwise (the “Stock Plans”). All capital stock or equity interests of each of the Company’s Subsidiaries is owned by the Company. The issued and outstanding shares of capital stock of the Company and each of its Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, and are not subject to any preemptive rights. Except as set forth in this Section 3(d), at the close of business on the Capital Structure Date, no shares of capital stock or other equity securities or voting interest in the Company or any of its Subsidiaries were issued, reserved for issuance or outstanding. Since the close of business on the Capital Structure Date, no shares of capital stock or other equity securities or voting interest in the Company or any of its Subsidiaries have been issued or reserved for issuance or become outstanding, other than Shares described in this Section 3(d) that have been issued upon the vesting and settlement of RSUs granted under the Stock Plans and other than the shares to be issued hereunder. Other than as set forth in (i) this Section 3(d), (ii) the Employment Agreement, dated as of October 1, 2013, between the Company and Mxxxxxx Xxxxxxxxx (the “CEO Employment Agreement”) (iii) Restricted Stock Unit Agreements with other employees of the Company (to the extent not yet settled or terminated), (iv) the Company’s certificate of incorporation and (v) this Agreement, neither the Company nor any of its Subsidiaries is party to or otherwise bound by or subject to any outstanding option, warrant, call, subscription or other right (including any preemptive right), agreement or commitment which (w) obligates the Company or any of its Subsidiaries to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, the Company or any of its Subsidiaries, (x) obligates the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, (y) restricts the transfer of any shares of capital stock of the Company or (z) relates to the voting of any shares of capital stock of the Company or any of its Subsidiaries.

Authorized and Issued Capital Stock. The authorized capital stock of the Company consists of 79,999,997 (i) 1,350,000,000 shares of Common Stock, one share of Series A preferred stock Stock and one share of Series B preferred stock, each with a par value of $0.01 per share, one share of a class of special stock, par value $0.01 per share, and 40,000,000 (ii) 650,000,000 shares of a class of designation preferred stock, par value $0.01 0.10 per share. At the close of business on September 8March 31, 2015 2007 (the “Capital Structure Date”), ) (i) 24,728,471 561,781,590 shares of Common Stock were issued and 20,131,928 shares of Common Stock were outstanding, (ii) one share no shares of Series A the preferred stock, one share of Series B preferred stock and one share of special stock were issued and outstanding, (iii) 4,596,543 3,244,317 shares of Common Stock were held by the Company in its treasury, and (iv) 1,602,796 85,978,864 shares of Common Stock were reserved for issuance upon settlement exercise of outstanding stock options and other rights to purchase shares of Common Stock and vesting of restricted stock units (each, an “RSUOption” and, collectively, the “RSUsOptions”) granted under any stock option or stock-based compensation plan of the Company or otherwise (the “Stock Plans”), and (v) 200,000 shares of Series A participating preferred stock were reserved for issuance pursuant to that certain Rights Agreement by and between the Company and BankBoston, N.A., as Rights Agent, dated as of February 1, 1999, as amended (the “Existing Shareholder Rights Plan”). All capital stock or equity interests of each of the Company’s Subsidiaries is owned by the Company. The issued and outstanding shares of capital stock of the Company and each of its Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, and are the holders thereof do not subject to have any preemptive rights. Except as set forth in this Section 3(d)) or issuances pursuant to the Stock Plans, at the close of business on the Capital Structure Date, no shares of capital stock or other equity securities or voting interest in the Company or any of its Subsidiaries were issued, reserved for issuance or outstanding. Since the close of business on the Capital Structure Date, no shares of capital stock or other equity securities or voting interest in the Company or any of its Subsidiaries have been issued or reserved for issuance or become outstanding, other than Shares shares described in clause (iv) of the second sentence of this Section 3(d) that have been issued upon the vesting and settlement exercise of RSUs outstanding Options granted under the Stock Plans and other than the shares to be issued hereunderhereunder or pursuant to the PFTS. Other than Except as set forth described in (i) this Section 3(d), (ii) and except as will be required by the Employment Agreement, dated as of October 1, 2013, between the Company and Mxxxxxx Xxxxxxxxx (the “CEO Employment Agreement”) (iii) Restricted Stock Unit Agreements with other employees of the Company (to the extent not yet settled or terminated), (iv) the Company’s certificate of incorporation and (v) this AgreementPlan, neither the Company nor any of its Subsidiaries is party to or otherwise bound by or subject to any outstanding option, warrant, call, subscription or other right (including any preemptive right), agreement or commitment which (w) obligates the Company or any of its Subsidiaries to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, the Company or any of its SubsidiariesCompany, (x) obligates the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, (y) restricts the transfer of any shares of capital stock of the Company or (z) relates to the voting of any shares of capital stock of the Company. On the Effective Date, the authorized capital stock of the Company or any and the issued and outstanding shares of its Subsidiariescapital stock of the Company will conform to the description set forth in the Preferred Term Sheet, the PFTS and the Plan. On the Effective Date, the authorized capital stock of the Company shall consist of such number of shares of New Common Stock as shall be set forth in the Amended and Restated Constituent Documents and 900,000 shares of Preferred Stock. On the Effective Date, assuming consummation of the transactions contemplated by this Agreement: (i) 131,008,658 shares of New Common Stock will be outstanding and (ii) 900,000 shares of Preferred Stock will be issued and outstanding.

Authorized and Issued Capital Stock. The authorized capital stock of the Company consists of 79,999,997 (i) 1,350,000,000 shares of Common Stock, one share of Series A preferred stock Stock and one share of Series B preferred stock, each with a par value of $0.01 per share, one share of a class of special stock, par value $0.01 per share, and 40,000,000 (ii) 650,000,000 shares of a class of designation preferred stock, par value $0.01 0.10 per share. At the close of business on September 8June 30, 2015 2007 (the “"Capital Structure Date”), ") (i) 24,728,471 561,781,500 shares of Common Stock were issued and 20,131,928 shares of Common Stock were outstanding, (ii) one share no shares of Series A the preferred stock, one share of Series B preferred stock and one share of special stock were issued and outstanding, (iii) 4,596,543 3,244,317 shares of Common Stock were held by the Company in its treasury, and (iv) 1,602,796 85,978,864 shares of Common Stock were reserved for issuance upon settlement exercise of outstanding stock options and other rights to purchase shares of Common Stock and vesting of restricted stock units (each, an “RSU” "Option" and, collectively, the “RSUs”"Options") granted under any stock option or stock-based compensation plan of the Company or otherwise (the “"Stock Plans”"), and (v) 200,000 shares of Series A participating preferred stock were reserved for issuance pursuant to that certain Rights Agreement by and between the Company and BankBoston, N.A., as Rights Agent, dated as of February 1, 1999, as amended (the "Existing Shareholder Rights Plan"). All capital stock or equity interests of each of the Company’s Subsidiaries is owned by the Company. The issued and outstanding shares of capital stock of the Company and each of its Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, and are the holders thereof do not subject to have any preemptive rights. Except as set forth in this Section 3(d)) or issuances pursuant to the Stock Plans, at the close of business on the Capital Structure Date, no shares of capital stock or other equity securities or voting interest in the Company or any of its Subsidiaries were issued, reserved for issuance or outstanding. Since the close of business on the Capital Structure Date, no shares of capital stock or other equity securities or voting interest in the Company or any of its Subsidiaries have been issued or reserved for issuance or become outstanding, other than Shares shares described in clause (iv) of the second sentence of this Section 3(d) that have been issued upon the vesting and settlement exercise of RSUs outstanding Options granted under the Stock Plans and other than the shares theshares to be issued hereunderhereunder or pursuant to the Plan Terms. Other than Except as set forth described in (i) this Section 3(d), (ii) and except as will be required by the Employment Agreement, dated as of October 1, 2013, between the Company and Mxxxxxx Xxxxxxxxx (the “CEO Employment Agreement”) (iii) Restricted Stock Unit Agreements with other employees of the Company (to the extent not yet settled or terminated), (iv) the Company’s certificate of incorporation and (v) this AgreementPlan, neither the Company nor any of its Subsidiaries is party to or otherwise bound by or subject to any outstanding option, warrant, call, subscription or other right (including any preemptive right), agreement or commitment which (w) obligates the Company or any of its Subsidiaries to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, the Company or any of its SubsidiariesCompany, (x) obligates the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, (y) restricts the transfer of any shares of capital stock of the Company or (z) relates to the voting of any shares of capital stock of the Company. On the Effective Date, the authorized capital stock of the Company or any and the issued and outstanding shares of its Subsidiariescapital stock of the Company shall be consistent with the description set forth in the Preferred Term Sheet, the Plan Terms and the Plan. On the Effective Date, the authorized capital stock of the Company shall consist of such number of shares of New Common Stock as shall be set forth in the Amended and Restated Constituent Documents and 23,207,104 shares of new preferred stock. On the Effective Date, assuming consummation of the transactions contemplated by this Agreement: (i) 124,400,000 shares of New Common Stock will be outstanding; (ii) 12,787,724 shares of Series A Preferred Stock will be issued and outstanding and (iii) 10,419,380 shares of Series B Preferred Stock will be issued and outstanding.