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 (i) 100,000,000 shares of Common Stock, and (ii) 1,000,000 shares of preferred stock, par value $.01 per share. At the close of business on March 12, 2007 (the “Capital Structure Date”), (i) 39,528,426 shares of Common Stock were issued and outstanding, (ii) no shares of preferred stock were issued or outstanding, (iii) 957,447 shares of Common Stock were reserved for issuance upon exercise of the Company’s Series B Warrants (the “Warrants”), (iv) 773,331 shares of Common Stock were reserved for issuance upon exchange of the Series A Cumulative Redeemable Exchangeable Preferred Stock, par value $1.00 per share, of HLI Operating Company, Inc., a Delaware corporation and indirect subsidiary of the Company, (v) no shares of Common Stock were held by the Company in its treasury, and, (vi) 2,993,251 shares of Common Stock were reserved for issuance upon exercise of stock options and other rights to purchase shares of Common Stock and vesting of restricted stock units (each, an “Option” and, collectively, the “Options”) granted under any stock option or stock-based compensation plan of the Company or otherwise (the “Stock Plans”). Except with respect to Hxxxx Lemmerz-Inci-Jant-Sanayi, A.S., Jantas Jant Sanayi ve Ticaret A.S., Kalyani Lemmerz Limited, Siam Lemmerz Co., Ltd. and MGG Group B.V., 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 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 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 exercise of outstanding Options granted under the Stock Plans or Warrants and other than the shares to be issued hereunder. Except as described in this Section 3(d) and with respect to Hxxxx Lemmerz-Inci-Jant-Sanayi, A.S., Jantas Jant Sanayi ve Ticaret A.S., Kalyani Lemmerz Limited, Siam Lemmerz Co., Ltd. and MGG Group B.V., 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 security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, the Company, (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.

Authorized and Issued Capital Stock. The authorized capital stock of the Company consists of (i) 100,000,000 105,000,000 shares of Common Stock, Stock and (ii) 1,000,000 15,005,000 shares of preferred stock, par value $.01 0.01 per share. At the close of business on March 12, 2007 share (the “Capital Structure DatePreferred Stock”), of which 5,000 shares were designated Series A Redeemable Preferred Stock, 155,000 were designated Series B Cumulative Redeemable Preferred Stock, 55,000 shares were designated Series C Cumulative Redeemable Preferred Stock, 100 shares were designated Series D Cumulative Redeemable Preferred Stock, 90,000 were designated Series E Cumulative Redeemable Preferred Stock, 54,750 were designated Series E-1 Cumulative Redeemable Preferred Stock, and 240,500 were designated Series F Cumulative Redeemable Preferred Stock. As of November 8, 2018, (i) 39,528,426 38,515,600 shares of Common Stock were issued and outstanding, ; (ii) no shares of preferred stock were issued or outstanding, (iii) 957,447 shares of Common Stock were reserved for issuance upon exercise of the Company’s Series B Warrants (the “Warrants”), (iv) 773,331 shares of Common Stock were reserved for issuance upon exchange of the Series A Cumulative Redeemable Exchangeable Preferred Stock, par value $1.00 per share, of HLI Operating Company, Inc., a Delaware corporation and indirect subsidiary of the Company, (v) no shares of Common Stock were held by in the Company in its treasury, and, treasury of the Company; (viiii) 2,993,251 243,530 shares of Common Stock were reserved for future issuance upon exercise of pursuant to outstanding stock options and other rights to purchase shares of Common Stock and vesting of restricted stock units and restricted stock (each, an “Option” and, collectively, the “Options”) granted under any stock option or stock-based compensation plan of the Company or otherwise (the “Stock Plans”); and (iv) 283,328 shares of Preferred Stock were issued and outstanding, of which no Shares were designated Series A Redeemable Preferred Stock, 155,000 were designated Series B Cumulative Redeemable Preferred Stock, 55,000 were designated Series C Cumulative Redeemable Preferred Stock, 100 were designated Series D Cumulative Redeemable Preferred Stock, 37,500 were designated Series E Cumulative Redeemable Preferred Stock, and 35,728 were designated Series E-1 Cumulative Redeemable Preferred Stock. Except with respect to Hxxxx Lemmerz-Inci-Jant-Sanayi, A.S., Jantas Jant Sanayi ve Ticaret A.S., Kalyani Lemmerz Limited, Siam Lemmerz Co., Ltd. and MGG Group B.V., The issued and outstanding shares of capital stock Common 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 and were not issued in violation of any preemptive rightsor similar rights and were issued in compliance with all applicable laws. Except as set forth in this Section 3(d4(d), at as of the close date of business on the Capital Structure Datethis Agreement, no shares of capital stock or other equity securities or voting interest in the Company were are issued, reserved for issuance issuance, or outstanding. Since the close date of business on the Capital Structure Datethis Agreement, no shares of capital stock or other equity securities or voting interest in the Company have been issued or reserved for issuance or become outstanding, other than shares described in this Section 3(d4(d) that have been issued upon the exercise of outstanding Options granted under the Stock Plans or Warrants and other than the shares Offered Shares, including the Backstop Acquired Shares to be issued hereunder. Except as described in this Section 3(d) 4(d), and with respect to Hxxxx Lemmerz-Inci-Jant-Sanayiother than the Second Amended and Restated Stockholders Agreement, A.S.dated as of March 14, Jantas Jant Sanayi ve Ticaret A.S.2007, Kalyani Lemmerz Limitedby and among the Company and the stockholders named therein and the Stockholders’ Agreement, Siam Lemmerz Co.dated as of May 2, Ltd. 2017, between the Company, Xxxxxxx Associates, L.P., and MGG Group B.V.Brockdale Investments LP (as amended by Amendment No. 1 dated March 1, 2018), neither the Company nor any of its Subsidiaries is party to or otherwise bound by or subject to any outstanding option, warrant, call, subscription subscription, or other right (including any preemptive right), agreement agreement, or commitment which that (w) obligates the Company or any of its Subsidiaries to issue, deliver, sell sell, or transfer, or repurchase, redeem redeem, or otherwise acquire, or cause to be issued, delivered, sold sold, or transferred, or repurchased, redeemed 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 CompanyCompany or any of its Subsidiaries, (x) obligates the Company or any of its Subsidiaries to issue, grant, extend extend, or enter into any such option, warrant, call, right, security, commitment, contract, arrangement arrangement, or undertaking, (y) restricts the transfer of any shares of capital stock of the Company (other than pursuant to restricted stock award agreements under the Stock Plans), or (z) relates to the voting of any shares of capital stock of the Company. All issued and outstanding shares of capital stock and equity interests (as applicable) of each Subsidiary are owned beneficially and of record by the Company or another Subsidiary, free and clear of any and all liabilities, obligations, liens, security interests, mortgages, pledges, charges, or similar encumbrances, other than as provided under the Credit Agreement, dated July 21, 2017, among the Company, BMO Xxxxxx Bank N.A., the lenders (as defined therein), and the other parties thereto, as amended on each of December 15, 2017, January 30, 2018, March 14, 2018, August 3, 2018, and September 19, 2018 (the “ABL Facility”).

Authorized and Issued Capital Stock. The As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 500,000,000 shares of Common Stock, Stock and (ii) 1,000,000 20,000,000 shares of preferred stock, par value $.01 0.01 per shareshare (“Preferred Stock”). At As of the close date hereof, and before giving effect to any shares issued in connection with any of business on March 12the transactions contemplated as part of the Equitization Proposals (as defined in the Backstop Agreement, 2007 (the “Capital Structure Date”as defined below), (i) 39,528,426 168,882,670 shares of Common Stock were issued and outstanding, (ii) no 5,927,039 shares of preferred stock Common Stock were issued or outstandingheld in the treasury of the Company, (iii) 957,447 27,603,358 shares of Common Stock were reserved for future issuance upon exercise of the Company’s Series B Warrants (the “Warrants”), (iv) 773,331 shares of Common Stock were reserved for issuance upon exchange of the Series A Cumulative Redeemable Exchangeable Preferred Stock, par value $1.00 per share, of HLI Operating Company, Inc., a Delaware corporation and indirect subsidiary of the Company, (v) no shares of Common Stock were held by the Company in its treasury, and, (vi) 2,993,251 shares of Common Stock were reserved for issuance upon exercise of pursuant to outstanding stock options and other rights to purchase shares of Common Stock and vesting of restricted stock units (each, an “Option” and, collectively, the “Options”) and restricted stock granted under any the Company’s stock option or stock-based compensation plan plans and (iv) no shares of the Company or otherwise (the “Preferred Stock Plans”)were issued and outstanding. Except with respect to Hxxxx Lemmerz-Inci-Jant-Sanayi, A.S., Jantas Jant Sanayi ve Ticaret A.S., Kalyani Lemmerz Limited, Siam Lemmerz Co., Ltd. and MGG Group B.V., The issued and outstanding shares of capital stock Common Stock of the Company and each of its Subsidiaries have been duly authorized and validly issued and issued, are fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar rights. Except as set forth in this Section 3(d2(d), at and except as contemplated by the close Investor Rights Agreement, dated as of business on April 30, 2019 (the “Investor Rights Agreement”), among X. Xxxxx FBR, Inc. (“X. Xxxxx”), Purchaser and the Company, the Backstop Exchange Agreement, dated as of April 30, 2019 (the “Backstop Agreement”), among X. Xxxxx and the Company, the Letter Agreement, dated April 5, 2019 (the “Equity Letter Agreement”), among X. Xxxxx, Purchaser and the Company, and the Agreement, dated as of January 3, 2018 (the “Vintage Letter Agreement”), among the Company, Purchaser, Xxxx Capital Structure DateManagement, LLC and Xxxxx X. Xxxx, as of the date of this Agreement, no shares of capital stock or other equity securities or voting interest in the Company were are issued, reserved for issuance 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 have been issued or reserved for issuance or become outstanding, other than shares described Except as set forth in this Section 3(d) that have been issued upon 2(d), and except as contemplated by the exercise Investor Rights Agreement, the Backstop Agreement, the Equity Letter Agreement, and the Vintage Letter Agreement, as of outstanding Options granted under the Stock Plans or Warrants and other than the shares to be issued hereunder. Except as described in date of this Section 3(d) and with respect to Hxxxx Lemmerz-Inci-Jant-SanayiAgreement, A.S., Jantas Jant Sanayi ve Ticaret A.S., Kalyani Lemmerz Limited, Siam Lemmerz Co., Ltd. and MGG Group B.V., neither the Company nor any of its Subsidiaries is not party to or otherwise bound by or subject to any outstanding option, warrant, call, subscription subscription, or other right (including any preemptive right), agreement agreement, or commitment which that (w) obligates the Company or any of its Subsidiaries to issue, deliver, sell or transfer, or transfer repurchase, redeem redeem, or otherwise acquire, or cause to be issued, delivered, sold sold, or transferred, or repurchased, redeemed redeemed, or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in, the Company or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, the Company, (x) obligates the Company or any of its Subsidiaries to issue, grant, extend extend, or enter into any such option, warrant, call, right, security, commitment, contract, arrangement arrangement, or undertaking, (y) restricts the transfer of any shares of capital stock of the Company (other than pursuant to restricted stock award agreements under the Company’s stock option or stock-based compensation plans), or (z) relates to the voting of any shares of capital stock of the CompanyCompany (other than the Investor Rights Agreement and the Vintage Letter Agreement).

Authorized and Issued Capital Stock. The As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 200,000,000 shares of Common Stock, Stock and (ii) 1,000,000 20,000,000 shares of preferred stock, par value $.01 0.01 per share. At the close of business on March 12, 2007 share (the “Capital Structure DatePreferred Stock”). As of April 25, 2019, (i) 39,528,426 168,867,532 shares of Common Stock were issued and outstanding, (ii) no 5,925,248 shares of preferred stock Common Stock were issued or outstandingheld in the treasury of the Company, (iii) 957,447 5,249,297 shares of Common Stock were reserved for future issuance upon exercise of the Company’s Series B Warrants (the “Warrants”), (iv) 773,331 shares of Common Stock were reserved for issuance upon exchange of the Series A Cumulative Redeemable Exchangeable Preferred Stock, par value $1.00 per share, of HLI Operating Company, Inc., a Delaware corporation and indirect subsidiary of the Company, (v) no shares of Common Stock were held by the Company in its treasury, and, (vi) 2,993,251 shares of Common Stock were reserved for issuance upon exercise of pursuant to outstanding stock options and other rights to purchase shares of Common Stock and vesting of restricted stock units (each, an “Option” and, collectively, the “Options”) and restricted stock granted under any the Company’s stock option or stock-based compensation plan plans and (iv) no shares of the Company or otherwise (the “Preferred Stock Plans”)were issued and outstanding. Except with respect to Hxxxx Lemmerz-Inci-Jant-Sanayi, A.S., Jantas Jant Sanayi ve Ticaret A.S., Kalyani Lemmerz Limited, Siam Lemmerz Co., Ltd. and MGG Group B.V., The issued and outstanding shares of capital stock Common 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 and were not issued in violation of any preemptive or similar rights. Except as set forth in this Section 3(d), at and except as contemplated by the close Investor Rights Agreement, dated as of business on April 30, 2019, among the Backstop Exchange Party, Vintage and the Company, the Letter Agreement, dated April 5, 2019, among the Backstop Exchange Party, Vintage and the Company, and the Agreement, dated as of January 3, 2018, among the Company, Vintage, Xxxx Capital Structure DateManagement, LLC and Xxxxx X. Xxxx, as of the date of this Agreement, no shares of capital stock or other equity securities or voting interest in the Company were are issued, reserved for issuance 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 have been issued or reserved for issuance or become outstanding, other than shares described Except as set forth in this Section 3(d) that have been issued upon ), and except as contemplated by the exercise Investor Rights Agreement, dated as of outstanding Options granted under April 30, 2019, among the Stock Plans or Warrants Backstop Exchange Party, Vintage and other than the shares to be issued hereunder. Except Company, the Letter Agreement, dated April 5, 2019, among the Backstop Exchange Party, Vintage and the Company, and the Agreement, dated as described in of January 3, 2018, among the Company, Vintage, Xxxx Capital Management, LLC and Xxxxx X. Xxxx, as of the date of this Section 3(d) and with respect to Hxxxx Lemmerz-Inci-Jant-SanayiAgreement, A.S.as of the date hereof, Jantas Jant Sanayi ve Ticaret A.S., Kalyani Lemmerz Limited, Siam Lemmerz Co., Ltd. and MGG Group B.V., neither the Company nor any of its Subsidiaries is not party to or otherwise bound by or subject to any outstanding option, warrant, call, subscription subscription, or other right (including any preemptive right), agreement agreement, or commitment which that (w) obligates the Company or any of its Subsidiaries to issue, deliver, sell sell, or transfer, or repurchase, redeem redeem, or otherwise acquire, or cause to be issued, delivered, sold sold, or transferred, or repurchased, redeemed redeemed, or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in, the Company or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, the Company, (x) obligates the Company or any of its Subsidiaries to issue, grant, extend extend, or enter into any such option, warrant, call, right, security, commitment, contract, arrangement arrangement, or undertaking, (y) restricts the transfer of any shares of capital stock of the Company (other than pursuant to restricted stock award agreements under the Company’s stock option or stock-based compensation plans), or (z) relates to the voting of any shares of capital stock of the Company (other than the Investor Rights Agreement, dated as of April 30, 2019, among the Backstop Exchange Party, Vintage and the Company, and the Agreement, dated as of January 3, 2018, among the Company, Vintage, Xxxx Capital Management, LLC and Xxxxx X. Xxxx).

Authorized and Issued Capital Stock. The authorized capital stock of the Company consists of (i) 100,000,000 40,000,000 shares of Common Stock, and (ii) 1,000,000 100,000 shares of preferred stock, par value $.01 per share. At the close of business on March 12February 1, 2007 2013 (the “Capital Structure Date”), (i) 39,528,426 12,950,810 shares of Common Stock were issued and outstanding, (ii) no shares of preferred stock were issued or outstanding, (iii) 957,447 shares of Common Stock were reserved for issuance upon exercise of the Company’s Series B Warrants (the “Warrants”), (iv) 773,331 shares of Common Stock were reserved for issuance upon exchange of the Series A Cumulative Redeemable Exchangeable Preferred Stock, par value $1.00 per share, of HLI Operating Company, Inc., a Delaware corporation and indirect subsidiary of the Company, (v) no 3,682,199 shares of Common Stock were held by the Company in its treasury, and, (viiv) 2,993,251 665,675 shares of Common Stock were reserved for issuance upon exercise of stock options and other rights to purchase shares of Common Stock and vesting of restricted stock units (each, an “Option” and, collectively, the “Options”) granted under any stock option or stock-based compensation plan of the Company or otherwise (the “Stock Plans”). Except with respect to Hxxxx Lemmerz-Inci-Jant-Sanayi, A.S., Jantas Jant Sanayi ve Ticaret A.S., Kalyani Lemmerz Limited, Siam Lemmerz Co., Ltd. and MGG Group B.V., 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 Shares described in this Section 3(d) that have been issued upon the exercise of outstanding Options granted under the Stock Plans or Warrants and other than the shares to be issued hereunder. Except Other than as described set forth in (i) this Section 3(d), (ii) the Voting Agreement, (iii) the Voting and with respect to Hxxxx LemmerzStandstill Agreements, (iv) the Separation and General Release Agreement between the Company and Txxxxx X. Xxxxxxxxx dated as of the date hereof, and (v) the Non-Inci-Jant-SanayiQualified Stock Option Agreement, A.S.dated as of the date hereof, Jantas Jant Sanayi ve Ticaret A.S., Kalyani Lemmerz Limited, Siam Lemmerz Co., Ltd. between the Company and MGG Group B.V.Mxxxxxxx, 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries. The Company does not currently have, and has not ever had at any time, an aggregate of more than 20,000,000 shares of Common Stock outstanding, held by the Company in its treasury, and reserved for issuance upon exercise of stock options and other rights to purchase shares of Common Stock or vesting of restricted stock units).

Authorized and Issued Capital Stock. The authorized capital stock of the Company consists of (i) 100,000,000 79,999,997 shares of Common Stock, and (ii) 1,000,000 two shares of a class of preferred stock (one each of Series A Preferred Stock, par value $0.01 per share, and Series B Preferred Stock, par value $0.01 per share, both of which were previously issued and redeemed), 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 $.01 0.01 per share. At the close of business on March 12, 2007 (the “Capital Structure Effective Date”), (i) 39,528,426 45,358,854 shares of Common Stock were issued and 38,562,646 shares of Common Stock were outstanding, (ii) no shares of preferred stock were issued or outstanding, (iii) 957,447 shares of Common Stock were reserved for issuance upon exercise of the Company’s Series B Warrants (the “Warrants”), (iv) 773,331 shares of Common Stock were reserved for issuance upon exchange of the Series A Cumulative Redeemable Exchangeable Preferred Stock, par value $1.00 per share, of HLI Operating Company, Inc., a Delaware corporation and indirect subsidiary of the Company, (v) no 6,796,208 shares of Common Stock were held by the Company in its treasury, and, (viiii) 2,993,251 948,168 shares of Common Stock were reserved for issuance upon exercise settlement of stock options and other rights to purchase shares of Common Stock and vesting of outstanding restricted stock units (each, an “OptionRSU” and, collectively, the “OptionsRSUs”) granted under any stock option or stock-based compensation plan of the Company or otherwise Trinity Place Holdings Inc. 2015 Stock Incentive Plan, as amended (the “Stock PlansPlan”) and pursuant to that certain employment agreement by and between the Company and Mxxxxxx Xxxxxxxxx, dated October 1, 2013 and as amended on September 11, 2015 (the “Mxxxxxxxx Employment Agreement”), (iv) one (1) share of special stock, par value $0.01 per share, was issued and outstanding. Except with respect to Hxxxx Lemmerz-Inci-Jant-Sanayi, A.S., Jantas Jant Sanayi ve Ticaret A.S., Kalyani Lemmerz Limited, Siam Lemmerz Co., Ltd. and MGG Group B.V., All capital stock or equity interests of each of the Company’s Subsidiaries is owned as set forth in Section 3(a). 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 nonassessablenon-assessable, and are not subject to any preemptive rights. Except as set forth in this Section 3(d2(d), at the close of business on the Capital Structure Effective 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 Effective 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 this Section 3(d2(d) that have been issued upon the exercise vesting and settlement of outstanding Options RSUs granted under the Stock Plans or Warrants Plan, the Mxxxxxxxx Employment Agreement and other than the shares to be issued hereunder. Except Other than as described set forth in (i) this Section 3(d2(d), (ii) the Company’s certificate of incorporation, (iii) the Warrant Agreement, dated as of December 19, 2019, by and with respect to Hxxxx Lemmerz-Inci-Jant-Sanayibetween the Company and the Company Investor, A.S.as amended (the “Company Investor Warrant Agreement”), Jantas Jant Sanayi ve Ticaret A.S., Kalyani Lemmerz Limited, Siam Lemmerz Co., Ltd. and MGG Group B.V.(iv) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries.

Authorized and Issued Capital Stock. The As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 500,000,000 shares of Common Stock, Stock and (ii) 1,000,000 20,000,000 shares of preferred stock, par value $.01 0.01 per shareshare (“Preferred Stock”). At As of the close date hereof, and before giving effect to any shares issued in connection with any of business on March 12the transactions contemplated as part of the Equitization Proposals (as defined in the Backstop Agreement, 2007 (the “Capital Structure Date”as defined below), (i) 39,528,426 168,882,670 shares of Common Stock were issued and outstanding, (ii) no 5,927,039 shares of preferred stock Common Stock were issued or outstandingheld in the treasury of the Company, (iii) 957,447 27,603,358 shares of Common Stock were reserved for future issuance upon exercise of the Company’s Series B Warrants (the “Warrants”), (iv) 773,331 shares of Common Stock were reserved for issuance upon exchange of the Series A Cumulative Redeemable Exchangeable Preferred Stock, par value $1.00 per share, of HLI Operating Company, Inc., a Delaware corporation and indirect subsidiary of the Company, (v) no shares of Common Stock were held by the Company in its treasury, and, (vi) 2,993,251 shares of Common Stock were reserved for issuance upon exercise of pursuant to outstanding stock options and other rights to purchase shares of Common Stock and vesting of restricted stock units (each, an “Option” and, collectively, the “Options”) and restricted stock granted under any the Company’s stock option or stock-based compensation plan plans and (iv) no shares of the Company or otherwise (the “Preferred Stock Plans”)were issued and outstanding. Except with respect to Hxxxx Lemmerz-Inci-Jant-Sanayi, A.S., Jantas Jant Sanayi ve Ticaret A.S., Kalyani Lemmerz Limited, Siam Lemmerz Co., Ltd. and MGG Group B.V., The issued and outstanding shares of capital stock Common Stock of the Company and each of its Subsidiaries have been duly authorized and validly issued and issued, are fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar rights. Except as set forth in this Section 3(d2(d), at and except as contemplated by the close Investor Rights Agreement, dated as of business on April 30, 2019 (the “Investor Rights Agreement”), among B. Xxxxx FBR, Inc. (“B. Xxxxx”), Purchaser and the Company, the Backstop Exchange Agreement, dated as of April 30, 2019 (the “Backstop Agreement”), among B. Xxxxx and the Company, the Letter Agreement, dated April 5, 2019 (the “Equity Letter Agreement”), among B. Xxxxx, Purchaser and the Company, and the Agreement, dated as of January 3, 2018 (the “Vintage Letter Agreement”), among the Company, Purchaser, Kxxx Capital Structure DateManagement, LLC and Bxxxx X. Xxxx, as of the date of this Agreement, no shares of capital stock or other equity securities or voting interest in the Company were are issued, reserved for issuance 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 have been issued or reserved for issuance or become outstanding, other than shares described Except as set forth in this Section 3(d) that have been issued upon 2(d), and except as contemplated by the exercise Investor Rights Agreement, the Backstop Agreement, the Equity Letter Agreement, and the Vintage Letter Agreement, as of outstanding Options granted under the Stock Plans or Warrants and other than the shares to be issued hereunder. Except as described in date of this Section 3(d) and with respect to Hxxxx Lemmerz-Inci-Jant-SanayiAgreement, A.S., Jantas Jant Sanayi ve Ticaret A.S., Kalyani Lemmerz Limited, Siam Lemmerz Co., Ltd. and MGG Group B.V., neither the Company nor any of its Subsidiaries is not party to or otherwise bound by or subject to any outstanding option, warrant, call, subscription subscription, or other right (including any preemptive right), agreement agreement, or commitment which that (w) obligates the Company or any of its Subsidiaries to issue, deliver, sell or transfer, or transfer repurchase, redeem redeem, or otherwise acquire, or cause to be issued, delivered, sold sold, or transferred, or repurchased, redeemed redeemed, or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in, the Company or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, the Company, (x) obligates the Company or any of its Subsidiaries to issue, grant, extend extend, or enter into any such option, warrant, call, right, security, commitment, contract, arrangement arrangement, or undertaking, (y) restricts the transfer of any shares of capital stock of the Company (other than pursuant to restricted stock award agreements under the Company’s stock option or stock-based compensation plans), or (z) relates to the voting of any shares of capital stock of the CompanyCompany (other than the Investor Rights Agreement and the Vintage Letter Agreement).

Authorized and Issued Capital Stock. The authorized capital stock of the Company consists of (i) 100,000,000 40,000,000 shares of Common Stock, and (ii) 1,000,000 100,000 shares of preferred stock, par value $.01 per share. At the close of business on March 12February 1, 2007 2013 (the “Capital Structure Date”), (i) 39,528,426 12,950,810 shares of Common Stock were issued and outstanding, (ii) no shares of preferred stock were issued or outstanding, (iii) 957,447 shares of Common Stock were reserved for issuance upon exercise of the Company’s Series B Warrants (the “Warrants”), (iv) 773,331 shares of Common Stock were reserved for issuance upon exchange of the Series A Cumulative Redeemable Exchangeable Preferred Stock, par value $1.00 per share, of HLI Operating Company, Inc., a Delaware corporation and indirect subsidiary of the Company, (v) no 3,682,199 shares of Common Stock were held by the Company in its treasury, and, (viiv) 2,993,251 665,675 shares of Common Stock were reserved for issuance upon exercise of stock options and other rights to purchase shares of Common Stock and vesting of restricted stock units (each, an “Option” and, collectively, the “Options”) granted under any stock option or stock-based compensation plan of the Company or otherwise (the “Stock Plans”). Except with respect to Hxxxx Lemmerz-Inci-Jant-Sanayi, A.S., Jantas Jant Sanayi ve Ticaret A.S., Kalyani Lemmerz Limited, Siam Lemmerz Co., Ltd. and MGG Group B.V., 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 Shares described in this Section 3(d) that have been issued upon the exercise of outstanding Options granted under the Stock Plans or Warrants and other than the shares to be issued hereunder. Except Other than as described set forth in (i) this Section 3(d), (ii) the Voting Agreement, (iii) the Voting and with respect to Hxxxx LemmerzStandstill Agreements, (iv) the Separation and General Release Agreement between the Company and Xxxxxx X. Xxxxxxxxx dated as of the date hereof, and (v) the Non-Inci-Jant-SanayiQualified Stock Option Agreement, A.S.dated as of the date hereof, Jantas Jant Sanayi ve Ticaret A.S., Kalyani Lemmerz Limited, Siam Lemmerz Co., Ltd. between the Company and MGG Group B.V.Xxxxxxxx, 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries. The Company does not currently have, and has not ever had at any time, an aggregate of more than 20,000,000 shares of Common Stock outstanding, held by the Company in its treasury, and reserved for issuance upon exercise of stock options and other rights to purchase shares of Common Stock or vesting of restricted stock units).