Common use of Right Agent Clause in Contracts

Right Agent. As of November 17, 1998, collectively, 10,242,262 shares of UNUM Common Stock were subject to options ("UNUM Stock Options") granted under the 1998 Goals Stock Option Plan, 1996 Long-Term Stock Incentive Plan, 1990 Long-Term Stock Incentive Plan and the 1987 Executive Stock Option Plan of UNUM (collectively, the "UNUM Stock Plans"). As of November 17, 1998, there were 15,857,738 shares of UNUM Common Stock reserved for issuance under the UNUM Stock Plans. Except as set forth above, at the close of business on November 17, 1998, no shares of capital stock or other voting securities of UNUM were issued, reserved for issuance or outstanding. There are no outstanding SARs or rights (other than the UNUM Stock Options) to receive shares of UNUM Common Stock on a deferred basis granted under the UNUM Stock Plans or otherwise. Schedule 3.02(c) of the UNUM Disclosure Schedule sets forth a true and complete list, as of November 17, 1998, of all UNUM Stock Options, the number of shares subject to each such option, the grant dates and the exercise prices thereof. All outstanding shares of capital stock of UNUM are, and all shares which may be issued pursuant to the UNUM Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of UNUM having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of UNUM may vote are issued or outstanding. Except as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings of any kind to which UNUM or any of its subsidiaries is a party or by which any of them is bound obligating UNUM or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of UNUM or any of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of UNUM or any of its subsidiaries, or obligating UNUM or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of UNUM or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of UNUM or any of its subsidiaries. There are no outstanding contractual obligations of UNUM to vote or to dispose of any shares of the capital stock of any of its subsidiaries.