Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. The authorized capital stock of Parent consists of 600,000,000 Parent Shares and 7,000,000 shares of preferred stock, without par value (“Parent Preferred Stock”), consisting of 3,000,000 shares of Class A Serial Preferred Stock, without par value, and 4,000,000 shares of Class B Serial Preferred Stock, without par value. As of the close of business on November 26, 2019, (A) 270,084,010 Parent Shares were issued and outstanding (not including Parent Shares held in treasury), (B) 31,802,784 Parent Shares were held in treasury, (C) no Parent Preferred Stock was issued or outstanding, (D) 563,230 Parent Shares were issuable upon the exercise of outstanding options to purchase Parent Shares, (E) 3,872,308 Parent Shares were subject to outstanding awards of performance shares and performance units (in each case assuming achievement of the applicable performance measures at the maximum level), 2,150,278 Parent Shares were subject to outstanding awards of restricted stock units, 77,546.422 Parent Shares were subject to outstanding awards of deferred shares, and 81,491 Parent Shares were subject to outstanding awards of restricted shares, (F) 10,000,000 Parent Shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2015 Employee Stock Purchase Plan, 9,918,750 Parent Shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan (as amended and restated), 390,862.542 Parent Shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2014 Nonemployee Directors’ Compensation Plan (as amended and restated), and 563,230 Parent Shares were reserved for issuance (but no longer remained available) under the Cliffs Natural Resources Inc. 2012 Incentive Equity Plan (as amended and restated) (the “Parent Stock Plans”), (G) 52,272,710 Parent Shares were reserved for issuance in respect of Parent’s 2025 Convertible Notes, and (H) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.2(b)(i), there are no other shares of capital stock or other voting securities of Parent issued, reserved for issuance or outstanding. All outstanding Parent Shares are, and all Parent Shares reserved for issuance in accordance with the Parent Stock Plans, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.2(b)(i), and for changes after the date hereof in compliance with Section 6.1(b), there are no (1) shares of capital stock or other securities of, or ownership interests in, Parent, (2) securities of Parent or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in Parent or any Subsidiary of Parent, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from Parent or any Subsidiary of Parent, or (y) obligate Parent or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent, or (4) obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent. Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any matter. 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 or restricting the transfer of the capital stock or other equity interests of Parent or any Subsidiary of Parent.

Capitalization of Parent. The (a) As of February 27, 2009 (the “Parent Capitalization Date”), the authorized capital stock of Parent consists of 600,000,000 100,000,000 shares of Parent Shares Common Stock and 7,000,000 1,500,000 shares of preferred stock, without par value (“Parent Preferred Stock”), consisting of 3,000,000 shares of Class A Serial Preferred Stock, without par value, and 4,000,000 shares of Class B Serial Preferred Stock, without par value. As of the close Parent Capitalization Date, of business on November 26, 2019, the shares of Parent Common Stock authorized: (Ai) 270,084,010 Parent Shares were issued and outstanding (not including Parent Shares held in treasury), (B) 31,802,784 Parent Shares were held in treasury, (C) no Parent Preferred Stock was issued or 80,187,795 shares are outstanding, (Dii) 563,230 Parent Shares were issuable 166,401 shares are held in a rabbi trust to hedge certain deferred compensation obligations, (iii) 483,601 shares are reserved for issuance upon the exercise of outstanding options Parent Common Stock purchase warrants issued to purchase Parent Sharespurchasers of the Parent’s senior notes dated June 13, 2003, (Eiv) 3,872,308 Parent Shares were subject to outstanding awards of performance 7,545,996 shares and performance units (in each case assuming achievement of the applicable performance measures at the maximum level), 2,150,278 Parent Shares were subject to outstanding awards of restricted stock units, 77,546.422 Parent Shares were subject to outstanding awards of deferred shares, and 81,491 Parent Shares were subject to outstanding awards of restricted shares, (F) 10,000,000 Parent Shares were are reserved for issuance (and remained available) under upon the Cliffs Natural Resources Inc. 2015 exercise of Employee Stock Purchase PlanOptions, 9,918,750 (v) 8,530,793 shares are reserved for the issuance of Parent Shares were Common Stock upon the settlement of RSU Awards that are currently outstanding, (vi) 750,000 additional RSU Awards are committed to Xxx Xxxxxxxxxxxx and Xxxxx XxXxxxxxx pursuant to, and in accordance with the schedule in and terms of, their current employment agreements, (vii) 6,367,325 additional shares are, as of the Parent Capitalization Date, reserved for issuance (and remained available) under pursuant to the Cliffs Natural Resources Inc. 2015 Equity and Employee Stock Incentive Compensation Plan (as amended and restated), 390,862.542 Parent Shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2014 Nonemployee Directors’ Compensation Plan (as amended and restated), and 563,230 Parent Shares were reserved for issuance (but no longer remained available) under the Cliffs Natural Resources Inc. 2012 Incentive Equity Plan (as amended and restated) (the “Parent Stock Plans”), (G) 52,272,710 Parent Shares were reserved for issuance Plans in respect of Parent’s 2025 Convertible Notesfuture awards under such plans, and (Hviii) no other shares of capital stock or other voting securities of Parent were issued, Common Stock are reserved for issuance or outstandingfor any purpose. As of the date Parent Capitalization Date, of this Agreement, except as set forth above in this Section 5.2(b)(i), there the shares of Parent preferred stock authorized: (i) 1,000,000 shares of Parent’s Series B Mandatory Redeemable Preferred Stock are currently outstanding and (ii) no other shares of capital Parent preferred stock or are currently outstanding and, other voting securities than Parent’s Series A Junior Participating Preferred Stock referred to in the Rights Agreement, no series of Parent issued, preferred stock has been designated or reserved for issuance or outstandingissuance. All outstanding Parent Shares areThe Rights Agreement terminated on March 31, and all Parent Shares reserved for issuance in accordance with the Parent Stock Plans2008 and, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.2(b)(i), and for changes after of the date hereof in compliance with Section 6.1(b), there are no (1) shares of capital stock or other securities of, or ownership interests in, Parenthereof, (2i) securities of Parent the Rights Agreement has no further force or effect and (ii) the Company has not taken any of action to amend the Rights Agreement to extend its Subsidiaries convertible into term or exchangeable or exercisable for, or giving any Person to adopt a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in Parent or any Subsidiary of Parent, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or new rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from Parent or any Subsidiary of Parent, or (y) obligate Parent or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent, or (4) obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent. Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any matter. 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 or restricting the transfer of the capital stock or other equity interests of Parent or any Subsidiary of Parentagreement.

Capitalization of Parent. (a) The authorized capital stock of the Parent consists of 600,000,000 7,500,000 shares of Parent Shares Common Stock, par value $.01 per share, and 7,000,000 1,000,000 shares of preferred stock, without par value $1.00 per share (“"Parent Preferred Stock”"). As of August 13, 1999, and giving effect to the IDM Reorganization, (i) 3,331,085 shares of Parent Common Stock were issued and outstanding; (ii) 47,500 shares of Parent Common Stock were reserved for issuance under the Parent's 1993 Stock Option Plan (the "1993 Plan"), consisting of 3,000,000 which 40,110 shares were subject to outstanding options; (iii) 50,000 shares of Class A Serial Preferred StockParent Common Stock were reserved for issuance pursuant to Parent's 1995 Stock Option Plan (the "1995 Plan"), without par valueof which 46,900 shares were subject to outstanding options; (iv) 1,700,000 shares of Parent Common Stock were reserved for issuance pursuant to Parent's 1998 Stock Option Plan (the "1998 Plan"), including 1,600,000 shares reserved for issuance under the 1998 Plan which are subject to approval by the Parent stockholders relating to an amendment to increase the shares reserved under the 1998 Plan in said amount, of which 1,040,880 shares were subject to outstanding options; (v) 350,000 shares were reserved for issuance to various consultants in payment for past and future services, and 4,000,000 (vi) shares of Class B Serial Preferred StockParent Common Stock were reserved and subject to issuance under various other options, without par valuewarrants and convertible notes (the "Other Derivative Securities") in the amounts listed in Section 4.2(a) of the Parent Disclosure Schedule. As of the close date hereof, no shares of business on November 26, 2019, (A) 270,084,010 Parent Shares were issued and outstanding (not including Parent Shares held in treasury), (B) 31,802,784 Parent Shares Common Stock were held in treasury, (C) no shares of Parent Preferred Stock was are issued or outstanding, (D) 563,230 and outstanding and 200,000 shares of Parent Shares were issuable upon the exercise of outstanding options to purchase Parent Shares, (E) 3,872,308 Parent Shares were subject to outstanding awards of performance shares and performance units (in each case assuming achievement of the applicable performance measures at the maximum level), 2,150,278 Parent Shares were subject to outstanding awards of restricted stock units, 77,546.422 Parent Shares were subject to outstanding awards of deferred shares, and 81,491 Parent Shares were subject to outstanding awards of restricted shares, (F) 10,000,000 Parent Shares were Preferred Stock are reserved for issuance (and remained available) under upon exercise of the Cliffs Natural Resources Inc. 2015 Employee Stock Purchase Plan, 9,918,750 Parent Shares were reserved for issuance (and remained available) under Rights pursuant to the Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan (as amended and restated), 390,862.542 Parent Shares were reserved for issuance (and remained available) under Rights Agreement. All the Cliffs Natural Resources Inc. 2014 Nonemployee Directors’ Compensation Plan (as amended and restated), and 563,230 Parent Shares were reserved for issuance (but no longer remained available) under the Cliffs Natural Resources Inc. 2012 Incentive Equity Plan (as amended and restated) (the “Parent Stock Plans”), (G) 52,272,710 Parent Shares were reserved for issuance in respect of Parent’s 2025 Convertible Notes, and (H) no other outstanding shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.2(b)(i), there are no other shares of capital stock or other voting securities of Parent issued, reserved for issuance or outstanding. All outstanding Parent Shares Common Stock are, and all Parent Shares reserved for issuance shares to be issued as part of the Common Merger Consideration will be, when issued in accordance with the Parent Stock Plans, when issued upon exercise thereof or in accordance with the respective terms thereof, will behereof, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.2(b)(i)above, and except for changes after the transactions contemplated by this Agreement and Parent's obligations under the Parent Rights Agreement, as of the date hereof in compliance with Section 6.1(b), of this Agreement (1) there are no (1) shares of capital stock or other voting securities ofof Parent authorized, issued or ownership interests in, Parentoutstanding, (2) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock or other voting securities of Parent, obligating Parent to issue, transfer or any of its Subsidiaries convertible into sell or exchangeable cause to be issued, transferred or exercisable for, or giving any Person a right to subscribe for or acquire, sold any shares of capital stock stock, voting securities or other securities of or ownership interests equity interest in Parent or any Subsidiary of Parent, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from Parent or any Subsidiary of Parent, or (y) obligate Parent or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable for such shares or exercisable for capital stock or securities ofequity interests, or ownership interests inobligating Parent to grant, Parent extend or enter into any Subsidiary of Parentsuch option, warrant, call, subscription or other right, agreement, arrangement or commitment, (43) there are no outstanding contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent. Except as set forth in Section 4.2(a) of the Parent does not have any outstanding bondsDisclosure Schedule, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any matter. There here are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any Subsidiary of Parent is a party with respect or by which it is bound relating to the voting of or restricting the transfer any shares of the capital stock or other equity interests of Parent or any Subsidiary of Parent.

Capitalization of Parent. The (a) As of March 1, 2002, Parent's ------------------------ authorized capital stock consisted solely of Parent consists of 600,000,000 Parent Shares and 7,000,000 shares of preferred stock, without par value (“Parent Preferred Stock”), consisting of 3,000,000 x) 300,000,000 shares of Class A Serial Preferred common stock, par value $.01 per share ("Parent Class A Common Stock"), without par value, and 4,000,000 of --------------------------- which (i) 90,622,241 shares of Class B Serial Preferred Stock, without par value. As of the close of business on November 26, 2019, (A) 270,084,010 Parent Shares were issued and outstanding (not including Parent Shares held in treasury), (B) 31,802,784 Parent Shares were held in treasury, (C) no Parent Preferred Stock was issued or outstanding, (Dii) 563,230 Parent Shares 498,000 shares were issuable issued and held in treasury (which does not include the shares reserved for issuance set forth in clause (iii) below) and no shares were held by subsidiaries of Parent, (iii) 6,304,352 shares were reserved for issuance upon the exercise of outstanding options to purchase Parent Sharesoptions, (Eiv) 3,872,308 Parent Shares were subject to outstanding awards of performance 16,282,475 shares and performance units (in each case assuming achievement of the applicable performance measures at the maximum level), 2,150,278 Parent Shares were subject to outstanding awards of restricted stock units, 77,546.422 Parent Shares were subject to outstanding awards of deferred shares, and 81,491 Parent Shares were subject to outstanding awards of restricted shares, (F) 10,000,000 Parent Shares were reserved for issuance upon the conversion of Parent Class B Common Stock (as defined below) into Parent Class A Common Stock, (v) 10,223,921 shares were reserved for future issuance under outstanding options granted by Parent, and remained available(vi) under 1,059,439 shares reserved for issuance upon the Cliffs Natural Resources Inc. 2015 Employee Stock Purchase Planexercise of outstanding warrants issued by Parent; (y) 300,000,000 shares of Class B common stock, 9,918,750 par value $.01 per share ("Parent Shares Class B Common Stock" and, with the Parent Class A Common Stock, --------------------------- the "Parent Common Stock"), of which (i) 16,282,475 shares were issued and ------------------- outstanding, (ii) no shares were issued and held in treasury and no shares were held by subsidiaries of Parent, and (iii) 90,622,241 shares were reserved for issuance upon the conversion of Parent Class A Common Stock into Parent Class B Common Stock; and (and remained availablez) under the Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan 100,000 shares of Preferred Stock, par value $.01 per share (as amended and restated"Parent Preferred Stock"), 390,862.542 Parent Shares of which (i) no shares were issued and ---------------------- outstanding, (ii) no shares were issued and held in treasury and no shares were held by subsidiaries of Parent, and (iii) no shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2014 Nonemployee Directors’ Compensation Plan (as amended and restated), and 563,230 issuance. Each outstanding share of Parent Shares were reserved for issuance (but no longer remained available) under the Cliffs Natural Resources Inc. 2012 Incentive Equity Plan (as amended and restated) (the “Parent Stock Plans”), (G) 52,272,710 Parent Shares were reserved for issuance in respect of Parent’s 2025 Convertible Notes, and (H) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.2(b)(i), there are no other shares of capital stock or other voting securities of Parent issued, reserved for issuance or outstanding. All outstanding Parent Shares are, is duly authorized and all Parent Shares reserved for issuance in accordance with the Parent Stock Plans, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessablenonassessable, and has not been issued in violation of any preemptive or similar rights. Other than as set forth in the first sentence hereof or in Section 4.4 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale, repurchase 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 neither Parent nor any subsidiary of Parent has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities of Parent or any predecessor. Except as set forth above in this Section 5.2(b)(i)4.4 to the Parent Disclosure Schedule, and for changes after the date hereof in compliance with Section 6.1(b)Parent has no agreement, there are no (1) shares of capital stock arrangement or other securities of, or ownership interests in, Parent, (2) understandings to register any securities of Parent or any of its Subsidiaries convertible into subsidiaries under the Securities Act or exchangeable under any state securities law and has not granted registration rights to any person or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or entity (other securities of or ownership interests in Parent or any Subsidiary of Parent, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, than agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from Parent or any Subsidiary of Parent, or (y) obligate Parent or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent, or (4) obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent. Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any matter. There are no voting trusts or other agreements arrangements or understandings to which Parent or any Subsidiary of Parent is a party with respect to the voting of or restricting the transfer registration rights that are no longer in effect as of the capital stock or other equity interests date of Parent or any Subsidiary this Agreement); copies of Parentall such agreements have previously been made available to the Company.

Capitalization of Parent. The (a) As of March 1, 2002, Parent's authorized capital stock consisted solely of Parent consists of 600,000,000 Parent Shares and 7,000,000 shares of preferred stock, without par value (“Parent Preferred Stock”), consisting of 3,000,000 x) 300,000,000 shares of Class A Serial Preferred common stock, par value $.01 per share ("Parent Class A Common Stock"), without par value, and 4,000,000 of which (i) 90,622,241 shares of Class B Serial Preferred Stock, without par value. As of the close of business on November 26, 2019, (A) 270,084,010 Parent Shares were issued and outstanding (not including Parent Shares held in treasury), (B) 31,802,784 Parent Shares were held in treasury, (C) no Parent Preferred Stock was issued or outstanding, (Dii) 563,230 Parent Shares 498,000 shares were issuable issued and held in treasury (which does not include the shares reserved for issuance set forth in clause (iii) below) and no shares were held by subsidiaries of Parent, (iii) 6,304,352 shares were reserved for issuance upon the exercise of outstanding options to purchase Parent Sharesoptions, (Eiv) 3,872,308 Parent Shares were subject to outstanding awards of performance 16,282,475 shares and performance units (in each case assuming achievement of the applicable performance measures at the maximum level), 2,150,278 Parent Shares were subject to outstanding awards of restricted stock units, 77,546.422 Parent Shares were subject to outstanding awards of deferred shares, and 81,491 Parent Shares were subject to outstanding awards of restricted shares, (F) 10,000,000 Parent Shares were reserved for issuance upon the conversion of Parent Class B Common Stock (as defined below) into Parent Class A Common Stock, (v) 10,223,921 shares were reserved for future issuance under outstanding options granted by Parent, and remained available(vi) under 1,059,439 shares reserved for issuance upon the Cliffs Natural Resources Inc. 2015 Employee Stock Purchase Planexercise of outstanding warrants issued by Parent; (y) 300,000,000 shares of Class B common stock, 9,918,750 par value $.01 per share ("Parent Shares Class B Common Stock" and, with the Parent Class A Common Stock, the "Parent Common Stock"), of which (i) 16,282,475 shares were issued and outstanding, (ii) no shares were issued and held in treasury and no shares were held by subsidiaries of Parent, and (iii) 90,622,241 shares were reserved for issuance upon the conversion of Parent Class A Common Stock into Parent Class B Common Stock; and (and remained availablez) under the Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan 100,000 shares of Preferred Stock, par value $.01 per share (as amended and restated"Parent Preferred Stock"), 390,862.542 Parent Shares of which (i) no shares were issued and outstanding, (ii) no shares were issued and held in treasury and no shares were held by subsidiaries of Parent, and (iii) no shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2014 Nonemployee Directors’ Compensation Plan (as amended and restated), and 563,230 issuance. Each outstanding share of Parent Shares were reserved for issuance (but no longer remained available) under the Cliffs Natural Resources Inc. 2012 Incentive Equity Plan (as amended and restated) (the “Parent Stock Plans”), (G) 52,272,710 Parent Shares were reserved for issuance in respect of Parent’s 2025 Convertible Notes, and (H) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.2(b)(i), there are no other shares of capital stock or other voting securities of Parent issued, reserved for issuance or outstanding. All outstanding Parent Shares are, is duly authorized and all Parent Shares reserved for issuance in accordance with the Parent Stock Plans, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessablenonassessable, and has not been issued in violation of any preemptive or similar rights. Other than as set forth in the first sentence hereof or in Section 4.4 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale, repurchase 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 neither Parent nor any subsidiary of Parent has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities of Parent or any predecessor. Except as set forth above in this Section 5.2(b)(i)4.4 to the Parent Disclosure Schedule, and for changes after the date hereof in compliance with Section 6.1(b)Parent has no agreement, there are no (1) shares of capital stock arrangement or other securities of, or ownership interests in, Parent, (2) understandings to register any securities of Parent or any of its Subsidiaries convertible into subsidiaries under the Securities Act or exchangeable under any state securities law and has not granted registration rights to any person or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or entity (other securities of or ownership interests in Parent or any Subsidiary of Parent, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, than agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from Parent or any Subsidiary of Parent, or (y) obligate Parent or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent, or (4) obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent. Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any matter. There are no voting trusts or other agreements arrangements or understandings to which Parent or any Subsidiary of Parent is a party with respect to the voting of or restricting the transfer registration rights that are no longer in effect as of the capital stock or other equity interests date of Parent or any Subsidiary this Agreement); copies of Parentall such agreements have previously been made available to the Company.