Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 600,000,000 shares of Parent Common Stock, of which, as of December 7, 1998, 218,140,000 shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 9, 1996 between Parent and Xxxxxx Trust and Savings Bank) and 400,000 shares of preferred stock, $.01 par value per share, none of which are outstanding. All of the outstanding shares of Parent Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of December 7, 1998, 58,185,625 shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrants. Between December 7, 1998 and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on such date and except for grants of stock options to employees, officers and directors in the ordinary course of business consistent with past practice. Between December 7, 1998 and the date hereof, no stock options or warrants have been granted. Except as set forth above and except for the Parent Rights, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock, or voting securities of Parent (iii) no options or other rights to acquire from Parent or its subsidiaries and no obligations of Parent or its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stoc...
Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of Four Hundred Fifty Million (450,000,000) shares of Parent Common Stock, of which Fifty Million Two Hundred and Three Thousand Nine Hundred Fifty-Six (50,203,956) shares of Parent Common Stock were issued and outstanding as of June 16, 2000, and Five Million (5,000,000) shares of preferred stock, $0.001 par value per share, none of which are outstanding. All of the outstanding shares of Parent Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of June 9, 2000 Two Million Six Thousand Fifty-Five and Sixty-Four (2,655,064) shares of Parent Common Stock were reserved for issuance (excluding automatic future re-loads under Parent's option or employee stock purchase plans, "Parent Reserved Shares") and Nine Million Two Hundred Sixty-Nine Thousand and Seven Hundred Sixty-Four (9,269,764) were issuable upon or otherwise deliverable in connection with the exercise of outstanding options, warrants and convertible securities. Between June 16, 2000 and the date hereof, no shares of Parent's capital stock have been issued, other than pursuant to the exercise of stock options, warrants and convertible securities that entitled the holders thereof to purchase Parent Reserved Shares and except for grants of stock options to employees, officers and directors made in the ordinary course of business and consistent with past practice that would entitle the holders thereof to purchase Parent Reserved Shares. Except as set forth above, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, (ii) no securities of Parent is convertible into or exchangeable for shares of capital stock, or voting securities of Parent, (iii) no options or other rights to acquire from Parent and no obligations of Parent to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, and (iv) no equity equivalent interests in the ownership or earnings of Parent or other similar rights (collectively, "Parent Securities"). As of the date hereof, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There are no shareholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of ca...
Capitalization of Parent and its Subsidiaries. (a) The authorized stock of Parent consists of 75,000,000 shares of Parent Common Stock, of which 24,221,326 shares are issued and 24,209,414 are outstanding (the Parent Common Stock is sometimes referred to herein as the "Parent Shares"). All of the issued and outstanding Parent Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rights. As of the date hereof, 3,074,880 Shares are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Parent Stock Options issued pursuant to Parent's stock option plans. Except as set forth above or listed in Section 4.2(a) of the Parent Disclosure Schedule, as of the date hereof, there are no outstanding (i) shares of stock or other voting securities of Parent; (ii) securities of Parent or any of its Subsidiaries convertible into or exchangeable for shares of stock or voting securities of Parent; (iii) options or other rights to acquire from Parent or any of its Subsidiaries, and no obligations of Parent or any of its Subsidiaries to issue, any stock, voting securities, or securities convertible into or exchangeable for stock or voting securities of Parent; or (iv) equity equivalents, interests in the ownership or earnings of Parent, or other similar rights (including stock appreciation rights) (collectively, "the Parent Securities"). There are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any the Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party or to which it is bound relating to the voting of any shares of capital stock of Parent (other than the Parent Voting Agreement).
Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of the Parent consists of Seven Hundred Million (700,000,000) shares of Parent Common Stock ("Parent Shares"), of which, as of September 30, 1999, Two Hundred Forty-Three Million Seven Hundred Ninety-Four Thousand Eight Hundred Sixty-Five (243,794,865) Parent Shares were issued and outstanding, and Two Million (2,000,000) shares of preferred stock, none of which is outstanding. All of the outstanding Parent Shares have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of September 30, 1999, approximately One Hundred Thirty-One Million Two Hundred Seventy-Seven Thousand Five Hundred Eighty-Six (131,277,586) Parent Shares were reserved for issuance and, as of September 30, 1999, approximately Fifty-Two Million Two Hundred Seventy-Four Thousand One Hundred Ten (52,274,110) were issuable upon or otherwise deliverable in connection with the exercise of outstanding options to purchase Parent Common Stock issued pursuant to the following plans ("Parent Option Plans"): 1992 Directors' Stock Option Plan, 1992 Employee Stock Purchase Plan, 1989 Stock Plan, 1993 Red Pepper Software Company Plan, 1992 Intrepid Systems, Inc. Plan, TriMark Technology, Inc. 1998 Director and Executive Officer Non-Statutory Stock Option Plan, TriMark Technology, Inc. 1995 Director and Executive Officer Stock Option Plan, TriMark Technology, Inc. 1995 Employees and Consultants Stock Option Plan, TriMark Technology, Inc. 1993 Stock Option Plan, and the Distinction Software, Inc. Stock Option Plan. Except as set forth in Section 3.2(a) of the Parent Disclosure Schedule, between September 30, 1999 and the date hereof, no shares of the Parent's capital stock have been issued other than pursuant to options already in existence on such first date issued under Parent Option Plans, and between September 30, 1999 and the date hereof, no stock options have been granted. Except (i) as set forth above, (ii) for Parent's warrants issued pursuant to the Warrant Agreement between Parent and the First National Bank of Boston, as warrant agent, dated October 30, 1995, and (iii) for the rights (the "Parent Rights") issued pursuant to Parent's First Amended and Restated Preferred Share Rights Agreement, effective as of December 16, 1997, between Parent and BankBoston, N.A. (the "Parent Rights Agreement"), as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, (ii) no securities of...
Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of: (i) 117,000,000 shares of Parent Common Stock, of which, as of June 1, 1999, 35,054,730 shares were issued and outstanding and 7,058,595 shares were held in treasury, (ii) 3,000,000 shares of Class B Stock, par value $.01 per share ("Parent Class B Stock"), of the Company, of which, as of June 1, 1999, 351,733 shares were issued and outstanding and (iii) 10,000,000 shares of Preferred Stock, par value $.01 per share, none of which was outstanding as of June 1, 1999. All of the issued and outstanding shares of Parent Common Stock and Parent Class B Stock have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of June 1, 1999, (i) 3,832,500 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options granted by Parent to purchase shares of Parent Common Stock (the "Parent Stock Options") issued pursuant to the Parent stock option plans listed in Section 4.2(a) of the Parent Disclosure Schedule (the "Parent Option Plans"), (ii) 351,733 shares of the Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the conversion of outstanding shares of Parent Class B Stock and (iii) 4,000,000 shares of the Parent Common Stock were reserved for issuance upon conversion of warrants described in Section 4.2(a) of the Parent Disclosure Schedule. Since January 1, 1999, no shares of Parent's capital stock have been issued other than pursuant to the exercise of Parent Stock Options already in existence on such date and, since March 10, 1999, no Parent Stock Options have been granted. Section 4.2(a) of the Parent Disclosure Schedule sets forth a complete and correct list of all holders of options to acquire shares of Parent Common Stock, including such person's name, the number of options (vested, unvested and total) held by such person, the remaining term for vesting of such options and the exercise price for each such option. Except as set forth above in this Section 4.2(a), as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of Parent, (iii) no options or other rights to acquire from Parent or its subsidiaries, and no obligations of Parent or its ...
Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of: (i) 117,000,000 shares of Parent Common Stock, of which, as of June 1, 1999, 35,054,730 shares were issued and outstanding and 7,058,595 shares were held in treasury, (ii) 3,000,000 shares of Class B Stock, par value $.01 per share ("Parent Class B Stock"), of the Company, of which, as of June 1, 1999, 351,733 shares were issued and outstanding and (iii) 10,000,000 shares of Preferred Stock, par value $.01 per share, none of which was
Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 100,000,000 shares of Parent Common Stock, of which, as of March 1, 2000, 28,969,580 shares of Parent Common Stock are issued and outstanding and 10,000,000 shares of preferred stock, par value $0.01 per share, none of which are outstanding. All of the outstanding shares of Parent Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of March 1, 2000, 2,409,490 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrants.
Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of Four Billion, Five Hundred Million (4,500,000,000) shares of Parent Common Stock, of which, as of February 19, 1999, approximately One Billion, Six Hundred Sixty One Million (1,661,000,000) shares of Parent Common Stock were issued and outstanding. All of the outstanding shares of Parent Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of February 19, 1999, approximately Three Hundred Twenty Two Million (322,000,000) shares of Parent Common Stock were available for issuance under Parent's option plans, of which approximately One Hundred Fifty One Million (151,000,000) were issuable upon or otherwise deliverable in connection with the exercise of options outstanding on such date. Between February 19, 1999 and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on such date and except for grants of stock options to employees, officers and directors in the ordinary course of business consistent with past practice. The amounts set forth above do not reflect the special stock distribution announced by Parent on January 28, 1999, pursuant to which each stockholder of record on March 23, 1999 will receive one share of Parent Common Stock for each share of Parent Common Stock held on such record date, which special stock distribution will be payable on April 11, 1999. (b) The Parent Common Stock constitutes the only class of equity securities of Parent or any of its subsidiaries registered or required to be registered under the Exchange Act. 21 27 Section 3.3. Authority Relative to this Agreement. Each of Parent and Acquisition has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Acquisition and by Parent as the sole stockholder of Acquisition, and no other corporate proceedings on the part of Parent or Acquisition are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Acquisition and constitutes, assuming the due authorizat...
Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 7,500,000 shares of Parent Common Stock, 700,000 shares of Class B common stock and 300,000 shares of Series Preferred Stock, of which, as of September 30, 1999, 2,271,879 shares of Parent Common Stock, 305,000 shares of Class B common stock and no shares of preferred stock were issued and outstanding.
Capitalization of Parent and its Subsidiaries. (a) As of the date hereof, the authorized capital stock of Parent consists of (i) an unlimited number of shares of Parent Common Stock, of which, as of June 30, 2000, 2.920 billion shares were issued and outstanding, (ii) an unlimited number of Class A Preferred Shares issuable in series, without nominal or par value, of which, as of June 30, 2000, no shares were issued and outstanding, and (iii) an unlimited number of Class B Preferred Shares, issuable, in series, without nominal or par value, of which no shares were outstanding as of June 30, 2000. All of the outstanding shares of Parent Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights (other than rights under Parent's shareholders rights plan).
