Capital Stock and Indebtedness. (a) The authorized capital stock of the Company consists of 1,500,000,000 shares of Company Common Stock and 150,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). As of February 20, 2018, (i) 195,584,998 shares of Company Common Stock were issued and outstanding (not including shares held in treasury, but including 114,051 shares of Company Restricted Stock), (ii) 2,092,774 shares of Company Common Stock were held in treasury, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 7,779,307 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, of which amount (A) 152,432 shares of Company Common Stock were subject to outstanding Company RSUs and (B) 3,338,636 shares of Company Common Stock were issuable upon the exercise of outstanding Company Stock Options, and (v) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. All outstanding shares of Company Common Stock are, and shares of Company Common Stock reserved for issuance with respect to Company Stock Awards, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable. Except (i) as set forth in this Section 4.02(a) or (ii) as expressly permitted to be issued after the date hereof by Section 6.01(b), there are no outstanding subscriptions, options, warrants, calls, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which the Company or any of its Subsidiaries is a party (A) obligating the Company or any of its Subsidiaries to (1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of the Company or any Subsidiary of the Company or securities convertible into or exchangeable for such shares or equity interests, (2) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement relating to the capital stock or other equity interest of the Company or any Subsidiary of the Company, (3) redeem or otherwise acquire any such shares of capital stock or other equity interests, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or (5) make any payment to any Person the value of which is...
Capital Stock and Indebtedness. (a) The authorized capital stock of the Company consists of 350,000,000 shares of common stock, par value $0.01 per share (the “Company Common Stock”), and 5,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). As of September 11, 2015 (the “Measurement Date”), (i) 131,951,033 shares of Company Common Stock were issued and outstanding (not including shares held in treasury), (ii) no shares of Company Common Stock were held in treasury, (iii) no shares of Company Preferred Stock were issued or outstanding, (iv) 4,150,686 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, of which amount 23,226,342 shares of Company Common Stock were issuable upon the exercise of outstanding Company Options, (v) 23,333,902 shares of Company Common Stock were reserved for future issuance pursuant to Company Warrants, and (vi) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. All outstanding shares of Company Common Stock are, and shares of Company Common Stock reserved for issuance with respect to Company Options and Company Warrants, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. Except (i) as set forth in this Section 4.4(a) and Section 4.4(b) or (ii) as expressly permitted by Section 6.1(b)(E), there are no outstanding subscriptions, options, warrants, calls, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which the Company or any of its Subsidiaries is a Party (A) obligating the Company or any of its Subsidiaries to (1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of the Company or any Subsidiary of the Company or securities convertible into or exchangeable for such shares or equity interests, (2) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement relating to the capital stock or other equity interest of the Company or any Subsidiary of the Company, (3) redeem or otherwise acquire any such shares of capital stock or other equity interests of the Company or any of its Subsidiaries, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or o...
Capital Stock and Indebtedness. (a) The authorized capital stock of the Company consists of 500,000,000 common shares, without par value (the “Company Common Shares”), 4,000,000 voting preferred shares, without par value and 1,000,000 non-voting preferred shares, without par value. As of June 27, 2018 (the “Company Specified Date”), (i) 91,084,516 Company Common Shares were issued and outstanding (not including shares held in treasury), (ii) 1,802,500 Company Common Shares were held in treasury, (iii) 326,040 Company Common Shares were issuable upon the exercise of outstanding Company Options, which had a weighted average exercise price of $13.45, (iv) 1,319,799 shares were subject to Company RSU Awards, (v) 1,349,994 shares were subject to Company PSU Awards (assuming achievement of the applicable performance goals at the maximum level), (vi) 146,877 shares were subject to Company DSU Awards and (vii) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. All outstanding Company Common Shares are duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights.
Capital Stock and Indebtedness. (a) The authorized capital stock of Parent consists of 100,000,000 shares of common stock, par value $0.001 per share (the “Parent Common Stock”) and 5,000,000 shares of preferred stock, par value $0.001 per share. As of June 21, 2018, (i) 39,689,871 shares of Parent Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awards), (ii) 1,698,352 shares of Parent Common Stock were held in treasury, (iii) 627,130 shares of Parent Common Stock were issuable upon the exercise of outstanding Parent Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Common Stock were subject to Parent RSU Awards with time-based vesting, (v) 235,319 shares of Parent Common Stock were subject to Parent PSU Awards (assuming achievement of the applicable performance goals at the maximum level) and (vi) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights.
Capital Stock and Indebtedness. (a) The authorized capital stock of the Company consists of 500,000,000 shares of common stock, par value $0.001 per share (the "Company Common Stock"), and 20,000,000 shares of preferred stock, par value $0.001 per share ("Company Preferred Stock"). As of June 30, 2014, (i) 64,501,034 shares of Company Common Stock were issued and outstanding (not including shares held in treasury), (ii) 2,556,050 shares of Company Common Stock were held in treasury, (iii) no shares of Company Preferred Stock were issued or outstanding, (iv) 9,676,464 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, of which amount (A) 9,258,972 shares of Company Common Stock were reserved for issuance under the Conversant, Inc. 2002 Stock Incentive Plan, of which amount (1) 549,895 shares were issuable upon the exercise of outstanding Company Options and (2) 2,774,930 shares of Company Common Stock are subject to outstanding Company Restricted Stock Awards, (B) 351,676 shares of Company Common Stock were reserved for issuance under the Dotomi, Inc. 2003 Stock Option and Incentive Plan, of which amount 351,676 shares were issuable upon the exercise of outstanding Company Options, (C) 20,403 shares of Company Common Stock were reserved for issuance under the Greystripe, Inc. 2005 Stock Plan, of which amount 20,403 shares were issuable upon the exercise of outstanding Company Options, (D) 44,413 shares of Company Common Stock were reserved for issuance under the SET Media, Inc. 2007 Stock Incentive Plan, of which amount 44,413 shares were issuable upon the exercise of outstanding Company Options, and (E) 1,000 shares of Company Common Stock were reserved for issuance under the Fastclick, Inc. 2005 Equity Incentive Plan, of which amount 1,000 were issuable upon the exercise of outstanding Company Options (v) 1,790,904 shares of Company Common Stock were reserved for issuance under the Company ESPP, of which amount 127,707 shares were acquired after the purchase period closed on August 31, 2014, and (vi) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. All outstanding shares of Company Common Stock are, and shares of Company Common Stock reserved for issuance with respect to Company Stock Awards, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. Except (i) as set for...
Capital Stock and Indebtedness. (a) The authorized capital stock of the Company consists of 10,000,000 shares of Common Stock, of which 2,124,380 shares are issued and outstanding and constitute the Shares, and 10,000,000 shares of preferred stock, none of which are outstanding. All of the Shares are duly authorized, validly issued, fully paid, non- assessable and free of any preemptive rights. Except as set forth in Schedule 5.4(a), there are no (i) outstanding options, warrants, subscriptions, calls, puts, unsatisfied preemptive rights, securities convertible or exchangeable or redeemable for shares of capital stock or other security, or other rights, agreements, arrangements or commitments of any kind relating to the Company's capital stock, (ii) obligations (whether or not contingent) of the Company or any of its Affiliates to offer, issue, sell, transfer, vote or otherwise dispose of any capital stock or other security of the Company convertible into or exchangeable or redeemable for shares of capital stock or any other security of the Company, (iii) obligations (whether or not contingent) of the Company, or any of its Affiliates to repurchase or otherwise acquire any shares of Common Stock, (iv) bonds, debentures, notes or other indebtedness of the Company having voting rights (or convertible into securities having voting rights), or (v) shares of capital stock or other equity interests or securities of the Company reserved for issuance.
Capital Stock and Indebtedness. (a) The authorized capital stock of the Company consists of 1,700,000,000 shares of Company Common Stock and 170,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). As of July 1, 2016, (i) 177,060,902 shares of Company Common Stock were issued and outstanding (not including shares held in treasury or Company Restricted Shares), (ii) 0 shares of Company Common Stock were held in treasury, (iii) no shares of Company Preferred Stock were issued or outstanding, (iii) Company RSU Awards with respect to an aggregate of 791,660 shares of Company Common Stock were issued and outstanding, (v) Company Performance Share Unit Awards with respect to an aggregate of 383,248 shares of Company Common Stock based on achievement of applicable performance criteria at the maximum level were issued and outstanding, (vi) Company Options with respect to an aggregate of 9,219,392 shares of Company Common Stock were issued and outstanding having a weighted average exercise price of $20.47 per share, (vii) Company SARs with respect to an aggregate of 47,634 shares of Company Common Stock were issued and outstanding having a weighted average base price of $16.45 per share, (viii) 4,156 Company Restricted Shares were issued and outstanding, (ix) an aggregate of 9,366,206 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans (assuming maximum level achievement of outstanding Company Performance Share Unit Awards), (x) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding and (xi) Company Cash Awards covering a maximum value of $10,942,500 in the aggregate for all such Company Cash Awards were issued and outstanding. All outstanding shares of Company Common Stock are, and shares of Company Common Stock reserved for issuance with respect to Company Stock Awards, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. Except as set forth in Section 4.2(a) of the Company Disclosure Schedule, there are no outstanding subscriptions, options, warrants, calls, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which the Company or any of its Subsidiaries is a party (whether or not currently exercisable) (A) obligating the Company or any of its Subsidiaries to (1) issue, tra...
Capital Stock and Indebtedness. (a) The authorized capital stock of the Company consists of 150,000,000 shares of common stock, par value $0.01 per share (the “Company Common Shares”), and 10,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Shares”). As of April 28, 2023 (the “Specified Date”), (i) 100,246,576 Company Common Shares were issued and outstanding (not including shares held in treasury), (ii) no Company Preferred Shares were issued and outstanding, (iii) 11,883,627 Company Common Shares were held in treasury, (iv) 383,439 Company Common Shares were issuable upon the exercise of outstanding Company Options, which had a weighted average exercise price of $26.45, (v) 1,910,716 shares were subject to Company RSU Awards, (vi) 779,366 shares were subject to Company PSU Awards (assuming achievement of the applicable performance goals at the target level) or, to the extent that the applicable performance period has been completed prior to the Specified Date, based on the actual level of achievement, (vii) 417,237 shares were subject to Company DSU Awards and (viii) no other shares of capital stock of the Company were issued, reserved for issuance or outstanding. All outstanding Company Common Shares are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights.
Capital Stock and Indebtedness. (a) The authorized capital stock of ARMtech consists of 1,000,000 shares of common stock, of which 119,286 shares are issued and outstanding and constitute the ARMtech Shares. The authorized capital stock of ARMtech Holdings consists of 100,000 shares of common stock, of which 100,000 shares are issued and outstanding and constitute the ARMtech Holdings Shares. The authorized capital stock of AA-BIC consists of 2,400,000 shares of common stock, of which 2,000,000 shares are issued and outstanding and constitute the AA-BIC Shares. The authorized capital stock of ARMIS consists of 1,000,000 shares of common stock, of which 100,000 shares are issued and outstanding and constitute the ARMIS Shares. All of the Shares are duly authorized, validly issued, fully paid and non-assessable. Except as set forth on Schedule 5.4(a), there are no (i) outstanding options, warrants, subscriptions, calls, puts, unsatisfied preemptive rights, securities convertible or exchangeable or redeemable for shares of capital stock or other security, or other rights, agreements, arrangements or commitments of any kind relating to the Companies’ capital stock, (ii) obligations (whether or not contingent) of the Companies or any of their Affiliates to offer, issue, sell, transfer, vote or otherwise dispose of any capital stock or other security of the Companies convertible into or exchangeable or redeemable for shares of capital stock or any other security of the Companies, (iii) obligations (whether or not contingent) of the Companies, or any of their Affiliates to repurchase or otherwise acquire any shares of Common Stock,
Capital Stock and Indebtedness. (a) The authorized capital stock of the Company consists of 25,000,000 Shares and 5,000,000 Preferred Shares. As of the date of this Agreement, (i) 3,689,049 shares of Company Common Stock were issued and outstanding (not including shares held in treasury), (ii) 42,136 Shares were held in treasury, (iii) 826,446 shares of Series A Convertible Preferred Stock were issued and outstanding, (iv) 797,448 shares of Series B Convertible Preferred Stock were issued and outstanding, (v) 1,120,000 Shares were reserved for issuance under the Company Stock Plans, of which amount 805,500 Shares were issuable upon the exercise of outstanding Company Stock Options, and (vi) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. All outstanding Shares and Preferred Shares are, and Shares reserved for issuance with respect to Company Stock Options, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable. Except (i) as set forth in this Section 4.02(a) or (ii) as expressly permitted to be issued after the date hereof by Section 6.01(b), there are no outstanding Contracts, subscriptions, options, warrants, calls, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which the Company or any of its Subsidiaries is a party (A) obligating the Company or any of its Subsidiaries to (1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of the Company or any Subsidiary of the Company or securities convertible into or exchangeable for such shares or equity interests, (2) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement relating to the capital stock or other equity or equity-based interest of the Company or any Subsidiary of the Company, (3) redeem or otherwise acquire any such shares of capital stock or other equity interests, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or (5) make any payment to any Person the value of which is derived from or calculated based on the value of Shares or Preferred Shares, or (B) granting any preemptive or antidilutive or similar rights with respect to any security issued by the Company or its Subsidia...
