Capitalization; Subsidiaries. (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter.
Capitalization; Subsidiaries. The authorized capital stock of the Company consists of 30,000,000 Common Shares and 5,000,000 shares of preferred stock, par value $.01 per share ("Preferred Stock"). As of the close of business on September 17, 1999, 10,375,693 Common Shares were issued and outstanding, all of which are entitled to vote on this Agreement except for those shares held in treasury. The Company has no shares of Preferred Stock issued and outstanding. As of September 17, 1999, except for 305,000 Common Shares reserved for issuance pursuant to outstanding Options and rights granted under the Stock Plan, there are not now, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating the Company to issue, transfer or sell any shares of capital stock of the Company or any of its Subsidiaries. Section 3.2 of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisable. All issued and outstanding Common Shares are, and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, validly issued, fully paid, nonassessable and free of preemptive rights. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been validly issued and are fully paid and non-assessable and, except as set forth on Section 3.2 of the Disclosure Schedule, are owned by either the Company or another of its Subsidiaries free and clear of all liens, charges, claims or encumbrances. There are no outstanding options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating any Subsidiary of the Company to issue, transfer or sell any shares of its capital stock.
Capitalization; Subsidiaries. (i) As of immediately prior to the execution and delivery of this Agreement, there are no securities of the Company issued and outstanding, except for the Shares previously issued pursuant to Section 1.1. Except as provided and contemplated by this Agreement, as of the date of this Agreement, the Company has no commitment or arrangement to issue securities of the Company to any person or entity.
Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 70,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. As of March 31, 2000, (i) 13,632,709 shares of Common Stock were issued and outstanding, (ii) 4,149,378 shares of Series A Preferred Stock were issued and outstanding and (iii) no shares of Common Stock or Preferred Stock were held in the treasury of the Company.
Capitalization; Subsidiaries. (a) The authorized, issued, and outstanding shares of common stock, membership units and other equity interests in the Companies is as set forth on Schedule 4.3(a). The Shares constitute all of the issued and outstanding equity interests of the Companies. The Shares have been duly authorized, validly issued, fully paid and are non-assessable. All issued and outstanding equity interests of the Companies are held of record and beneficially by Sellers in the respective amounts set forth on Schedule 4.3(a), free and clear of all Liens (other than restrictions on transfer imposed by applicable securities laws). Except as set forth on Schedule 4.3(a), there are no outstanding (i) options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, rights of first refusal, preemptive rights, calls, pledges, commitments, or other Contracts, arrangements, voting trusts, proxies, or understandings relating to the equity interests of any of the Companies, or that require or may require any of the Companies to issue, deliver, sell, or otherwise cause to become outstanding any equity interest in any of the Companies, or (ii) phantom equity, profit participation or similar rights with respect to the equity interests in any of the Companies. There are no outstanding securities or other instruments convertible into or exchangeable for equity interests of any of the Companies and there are no commitments to issue any securities or instruments of any of the Companies. None of the Companies has any obligation to provide or invest funds in the form of a loan, investment or capital contribution to any Person, other than (x) advancement of reimbursable business expenses made to directors, officers, employees, and independent contractors and third-party transportation providers of the Companies in the ordinary course of business, and (y) account and trade payables issued in the ordinary course of business. None of the Companies has any obligation to repurchase or otherwise retire any of the equity interests of the Company or to make any distribution of any kind in respect of any equity interests of the Company. None of the Companies has authorized or outstanding Indebtedness pursuant to which the holders thereof have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the equityholders of the Company on any matter.
Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 900,000,000 shares of Company Common Stock and 5,000,000 shares of Company Preferred Stock. As of the close of business on October 1, 2015, there were issued and outstanding (i) 195,674,666 shares of Company Common Stock (with zero shares of Company Common Stock held by the Company in treasury), (ii) zero shares of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 13,945,547 shares of Company Common Stock (of which options to purchase an aggregate of 12,007,635 shares of Company Common Stock were exercisable), (iv) Company Restricted Stock Units in respect of 6,856,788 shares of Company Common Stock, (v) Company Performance Restricted Stock Units in respect of 1,042,769 shares of Company Common Stock (assuming achievement of the target level of performance at the end of the applicable performance period), and (vi) 203,467 shares of Company Common Stock issuable in connection with Company Special Shares. From the close of business on October 1, 2015 until the date of this Agreement, no shares of Company Common Stock, shares of Company Preferred Stock, Company Stock Options, Company Restricted Stock Units or Company Performance Restricted Stock Units have been issued or granted except for shares of Company Common Stock issued pursuant to the exercise of Company Stock Options, the vesting of Company Restricted Stock Units or Company Performance Restricted Stock Units, or in connection with the Company Special Shares, in each case outstanding on October 1, 2015. All of the issued and outstanding shares of the Company’s capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. As of the date of this Agreement, other than pursuant to the Company Equity Plans, the ESPP, or the Company Special Shares, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell any capital stock or other equity interest (or securities convertible or exchangeable into such capital stock or equity interest) in, the Company or any of its Subsidiaries, (ii) rights that are linked to, or based upon, the value of Company Common Stock, (iii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other equity int...
Capitalization; Subsidiaries. (a) ZBB has duly and validly authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”). All of the issued and outstanding shares of ZBB’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events.
Capitalization; Subsidiaries. The authorized capital stock of the Company consists of 20,000,000 Shares and 500,000 shares of preferred stock, par value $0.01 per share ("Preferred Stock"), of which 2,000 shares are designated Series A Junior Participating
Capitalization; Subsidiaries. (a) The authorized capital stock of the Company (the "Company Stock") consists of 68,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stock, $0.001 par value (the "Company Preferred Stock"). As of December 13, 2006, there were 8,333,605 shares of Company Common Stock and no shares of any other class of the Company's capital stock outstanding. As of December 13, 2006, options to acquire 3,850,000 shares of Company Common Stock have been granted pursuant to the Company's 2006 Incentive Stock Option Plan (the "Company Option Plan") and were outstanding and options to acquire 327,728 shares of Company Common Stock that were not granted pursuant to the Company Option Plan were outstanding, all of such options being described on Section 1.3(c) of the Disclosure Schedule. As of December 13, 2006, there were also outstanding securities convertible into or exercisable for approximately an additional 9,025,585 shares of Company Common Stock, all of such securities being described on Section 1.3(d) of the Disclosure Schedule. The Company has also reserved a total of approximately 3,400,206 shares of Company Common Stock for issuance in connection with the Loan Conversion (as defined in Section 4.1(b)). Since December 13, 2006, the Company has not issued any additional shares of Company Stock (except as contemplated by Section 4.1(b)), nor has it granted or otherwise promised or undertaken to grant any additional options or other rights that are convertible into, or exercisable for, Company Stock or other ownership rights of the Company (except as contemplated by Section 4.1(b)), nor has it made representations or commitments that are convertible into, or exercisable for, Company Stock or other ownership rights of the Company. All issued and outstanding shares of Company Stock have been duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights. Except as described on Section 1.3(c) and Section 1.3(d) of the Disclosure Schedule, the Company does not have outstanding any subscription, option, put, call, warrant or other right or commitment to issue or any obligation or commitment to redeem or purchase, any of its authorized capital stock or any securities convertible into or exchangeable for any of its authorized capital stock. There are no stockholder agreements, voting agreements, voting trusts or other similar arrangements to which the Company is a party which have the effect of restricting or limiting the...
Capitalization; Subsidiaries. (a) As of the close of business on July 29, 2019, the authorized capital stock of the Company consists of 250,000,000 shares of Company Common Stock, 20,172,392 of which were issued and outstanding and none of which were held by Subsidiaries of the Company. As of the date of this Agreement, there are no shares of preferred stock authorized, issued or outstanding.
