Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. Parent's authorized capital stock consists solely of (a) 20,000,000 shares of Parent Common Stock. As of October 31, 1997, (i) 9,120,741 shares of Parent Common Stock were issued and outstanding, (ii) 1,810,000 shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 shares of Parent Common Stock were issuable upon conversion of convertible securities granted or issuable by Parent. Except as set forth on Section 3.4 of the Parent Disclosure Schedule, since October 31, 1997, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock is, and all shares of Parent Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereof, other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7) or in Section 3.4 to the Parent Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent; and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

Capitalization of Parent. Parent's authorized capital stock consists solely of (a) 20,000,000 50,000,000 shares of common stock, $0.10 par value per share ("Parent Common Stock"), and (b) 500,000 shares of preferred stock, $0.01 par value per share ("Parent Preferred Stock"), of which 200,000 shares have been designated as Series A Junior Participating Preferred Stock (the "Parent Series A Preferred Stock"). As of October 31August 11, 1997, (i) 9,120,741 12,283,127 shares of Parent Common Stock were issued and outstanding, (ii) 1,810,000 1,457,985 shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 shares of Parent Common Stock were issuable upon conversion of options, warrants or convertible securities granted or issuable by Parent, and (iii) no shares of Parent Preferred Stock were issued and outstanding. Except as set forth on Section 3.4 of the Parent Disclosure Schedule, since October 31Since August 11, 1997, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock is, and all shares of Parent Common Stock to be issued in connection with the Merger will bebe at the time of issuance, duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereof, other than the rights ("Parent Rights") issued under the rights agreement, dated as of October 23, 1996, between Parent and ChaseMellon Shareholder Services, L.L.C. (the "Parent Rights Agreement"), and other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7) or in Section 3.4 to the Parent Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent; and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

Capitalization of Parent. Parent's The authorized capital stock of Parent consists solely of (a) 20,000,000 500,000,000 shares of Parent Common Stock. As , par value $1.00, of October 31, 1997, (i) 9,120,741 which 104,111,821 shares of Parent Common Stock were issued outstanding as of the close of business on February 3, 2015 and outstanding1,000,000 shares of preferred stock, (ii) 1,810,000 no par value, of Parent, no shares of which were outstanding as of the close of business on February 3, 2015. All of the outstanding shares of Parent Common Stock were issuable upon the exercise of options or warrants have been duly authorized and 5,012,107 are validly issued, fully paid and nonassessable. Other than 14,731,876 shares of Parent Common Stock were issuable upon conversion reserved for issuance under Parent’s employee or director benefit plans, Parent has no shares of convertible securities granted or issuable by ParentParent Common Stock reserved for issuance. Except as set forth on stated otherwise in this Section 3.4 6.2, there are no preemptive or other outstanding rights, options, warrants, conversion rights, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of the any kind that obligate Parent Disclosure Schedule, since October 31, 1997, Parent has not issued to issue or sell any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share other securities of Parent capital stock isor any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent, and all no securities or obligations evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations that give the holders thereof the right to vote (or are convertible into or exercisable or exchangeable for securities having the right to vote) with the stockholders of Parent on any matter. All shares of Parent Common Stock to be issued in connection with the Merger will be, when issued in accordance with the terms hereof, duly authorized and validly issued, fully paid and nonassessable and free and clear of any preemptive rights. As of the date hereof, other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7) or in Section 3.4 to the Parent Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent; and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common StockLiens.

Capitalization of Parent. Parent's (a) The authorized capital stock of Parent consists solely of (a) 20,000,000 300,000,000 shares of Parent Common Stock (subject to any changes in the capital structure of Parent after the date hereof and prior to the Effective Date that would cause an appropriate adjustment pursuant to Section 1.06), 120,619 shares of Cumulative Preferred Stock, par value $0.01 per share (the "Parent Preferred Stock"), and 50,000,000 shares of Preference Stock, par value $1 per share (the "Parent ESOP Preference Stock"). As of October the close of business on December 31, 1997, (i) 9,120,741 172,802,881 shares of Parent Common Stock were are issued and outstanding, (ii) 1,810,000 5,680,101 shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 are held in Parent's treasury, 6,160,452 shares of Parent Common Stock were issuable are reserved for issuance upon conversion of convertible securities granted or issuable by Parent. Except as set forth on Section 3.4 of the Parent Disclosure Schedule, since October 31, 1997, Parent has not issued any shares of its capital stock except upon the exercise of such optionsParent ESOP Preference Stock, warrants or convertible securities. Each outstanding share of Parent capital stock is, and all 9,863,709 shares of Parent Common Stock are reserved for additional grants under option and other stock-based plans and 5,395,082 shares of Parent Common Stock are reserved for issuance pursuant to options previously granted pursuant to Parent option plans, (ii) 5,324,504 shares of Parent ESOP Preference Stock are issued and outstanding, and (iii) no shares of Parent Preferred Stock are issued or outstanding. All the outstanding shares of Parent's capital stock are, and all shares which may be issued in connection with the Merger pursuant to Parent option plans will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued, fully paid and nonassessable non-assessable. Except as set forth in this Section 4.05, except for the transactions contemplated by this Agreement (including those permitted in Section 5.02(d)), and free except for changes since December 31, 1997 resulting from the exercise of any preemptive rights. As employee and director stock options outstanding on such date, as of the date hereof, other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7) or in Section 3.4 to the Parent Disclosure Schedule, there are outstanding (x) no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any voting securities of Parent, nor are there outstanding any (y) no securities which are of Parent convertible into or exchangeable for any shares of capital stock or voting securities of Parent; , and Parent has (z) no obligation options, warrants or other rights to acquire from Parent, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any kind character, relating to issue the capital stock of Parent, obligating Parent to issue, transfer or sell, any additional capital stock, voting securities or to pay securities convertible into or exchangeable for capital stock or voting securities of Parent or obligating Parent to grant, extend or enter into any predecessor. Parent has no outstanding bondssuch option, debentureswarrant, notes subscription or other similar obligations right, convertible security, agreement, arrangement or commitment (the holders of which have items in clauses (x), (y) and (z) being referred to collectively as the right to vote generally with holders "Parent Securities"). None of Parent Common Stockor its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any Parent Securities or any Parent Subsidiary Securities, including as a result of the transactions contemplated by this Agreement. (b) Except for the provisions relating to the voting of Parent's ESOP Preference Stock by the applicable trustee in accordance with the instructions of plan participants, there are no voting trusts or other agreements or understandings to which Parent or any Subsidiary of Parent is a party with respect to the voting of the capital stock of Parent or any Subsidiary of Parent.

Capitalization of Parent. Parent's authorized capital stock consists solely of (a) 20,000,000 shares As of the close of business on December 31, 1999, 7,294,478 ordinary shares, nominal value 8 Euros per share, of Parent Common Stock. As of October 31, 1997, (ithe "Parent Shares") 9,120,741 shares of Parent Common Stock were issued and outstanding, (ii) 1,810,000 and 300,000 Parent Shares were held in Parent's treasury and reserved for grants under option and other stock-based plans. All the outstanding shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 shares of Parent Common Stock were issuable upon conversion of convertible securities granted or issuable by Parent. Except as set forth on Section 3.4 of the Parent Disclosure Schedule, since October 31, 1997, Parent has not issued any shares of its 's capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock isare, and all shares of Parent Common Stock to which may be issued in connection with the Merger pursuant to Parent option plans will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued, fully paid and nonassessable and free of any preemptive rightsnon-assessable. As of the date hereof, other than Except (i) as set forth abovein this Section 4.05, in the (ii) for 980,415 bonds of Parent SEC Documents convertible or exchangeable for 980,415 Parent Shares, and (iii) for 5,696,261 warrants to purchase an aggregate of 284,813 Parent Shares, as defined in Section 3.7of December 31, 1999 there were outstanding (x) or in Section 3.4 to the Parent Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any voting securities of Parent, nor are there outstanding any (y) no securities which are of Parent convertible into or exchangeable for any shares of capital stock or voting securities of Parent; , and Parent has (z) no obligation options, warrants or other rights to acquire from Parent, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any kind character, relating to issue the capital stock of Parent, obligating Parent to issue, transfer or sell, any additional capital stock, voting securities or to pay securities convertible into or exchangeable for capital stock or voting securities of Parent or obligating Parent to grant, extend or enter into any predecessor. Parent has no outstanding bondssuch option, debentureswarrant, notes subscription or other similar obligations right, convertible security, agreement, arrangement or commitment (including equity equivalents or stock appreciation rights) (the holders of which have items in clauses (x), (y) and (z) being referred to collectively as the right to vote generally with holders "Parent Securities"). None of Parent Common Stockor its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any Parent Securities or any securities of any Parent Subsidiary, including as a result of the transactions contemplated by this Agreement. (b) There are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting of the capital stock of Parent or any of its Subsidiaries.

Capitalization of Parent. Parent's As of May 15, 2015, the authorized capital stock of Parent consists solely of (a) 20,000,000 1,000,000,000 ordinary shares of Parent Common Stock. As $0.0001 each, of October 31, 1997, (i) 9,120,741 which 178,752,678 shares of Parent Common Stock were are issued and outstanding, (ii) 1,810,000 and 4,000,000 euro deferred shares of €.01 each, of which 4,000,000 are issued and outstanding. All of the issued and outstanding ordinary shares of Parent Common Stock were issuable upon have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth in Section 5.3 of the exercise Parent Disclosure Schedule, as of options the date of this Agreement, there are no outstanding agreements, subscriptions, warrants, options, rights or warrants and 5,012,107 commitments (nor has Parent granted any other right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating Parent to purchase, redeem, issue or sell any ordinary shares or other securities of Parent Common Stock were issuable upon conversion Parent, including any security or obligation of any kind convertible securities granted into or issuable by exchangeable or exercisable for any ordinary shares or other security of Parent. Except as set forth on in Section 3.4 5.3 of the Parent Disclosure Schedule, since October 31, 1997, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock is, and all shares of Parent Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereof, other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7i) or in Section 3.4 to the Parent Disclosure Schedule, there are no outstanding shares or authorized equity equivalents, restricted stock awards, restricted stock units, leveraged share awards, stock appreciation, phantom stock, dividend equivalent rights, profit participation, or other equity awards of capital stock Parent or subscriptionsits Subsidiaries, optionsand (ii) there are no voting trusts, warrants, puts, calls, stockholder agreements, understandingsproxies, claims or other commitments or rights of any type relating similar Contracts with respect to the issuance, sale or transfer by Parent voting of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of the capital stock of Parent; and Parent has no obligation of any kind or its Subsidiaries to issue any additional securities or to pay for securities of which Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stockits Subsidiaries is a party.

Capitalization of Parent. Parent's authorized capital stock consists solely of (a) 20,000,000 25,000,000 shares of common stock, $.01 par value per share ("Parent Common Stock"), and (b) 5,000,000 shares of preferred stock, $.01 par value per share ("Parent Preferred Stock"). As of October 31November 4, 1997, (i) 9,120,741 14,610,121 shares of Parent Common Stock were issued of which 14,607,729 were outstanding and outstanding2,392 were held by Parent as treasury shares, (ii) 1,810,000 862,547 shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 shares of Parent Common Stock were issuable upon conversion of options, warrants or convertible securities granted or issuable by ParentParent and (iii) no shares of Parent Preferred Stock were issued and outstanding. Except as set forth on Section 3.4 Since September 30, 1997, with the exception of the Parent Disclosure ScheduleCommon Stock issued to EFC pursuant to the Plan and the Securities Purchase Agreement and to Enron Capital & Trade Resources Corp. ("ECT") pursuant to the Stock Purchase Agreement dated November 21, since October 311997 (the "Stock Purchase Agreement"), 1997by and between Parent and ECT, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock of Parent is, and all shares of Parent Common Stock to be issued in connection with the Merger will bebe when issued in accordance with Article II, duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereof, other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7) above or in Section 3.4 on Schedule 3.3 to the Parent Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent; and Parent has no obligation of any kind to issue any additional securities securities, other than the Parent Common Stock to be issued to EFC pursuant to the Plan and the Securities Purchase Agreement and to ECT pursuant to the Stock Purchase Agreement or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.