Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. (a) ZBB has duly and validly authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”). All of the issued and outstanding shares of ZBB’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events.

Capitalization; Subsidiaries. (a) ZBB has duly and validly The authorized capital stock as of each MDL Group Company is set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”)on Schedule 2.4 hereto. All of the issued and outstanding shares of ZBB’s capital stock have been Shares were duly authorized for issuance and are validly issued and and, with respect to the MDL US Shares, are fully paid, nonassessable paid and free of prenon-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third partiesassessable. Except as described in the SEC Filings, The Shares represent all of the issued and outstanding capital stock of the MDL Group Companies. Each Seller is the sole record holder and beneficial owner of all of the Shares set forth opposite such Seller’s name on Schedule 2.4, free and clear of all Encumbrances, other than restrictions on transfer imposed under applicable securities Laws. Each Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and upon the consummation of the Closing, Buyer will be the record and beneficial owner of the entire equity interest in each MDL Group Company, free and clear of all Encumbrances other than restrictions on transfer imposed under applicable securities Laws. No Seller is a party to any voting trust or other contract with respect to the voting, redemption, sale, transfer or other acquisition or disposition of the Shares, and no Seller has granted any proxy, in whole or in part, with respect to the Shares. Other than the Shares, there are no (i) equity securities of any class of any MDL Group Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) options, warrants, equity securities, calls, rights or other Contracts to which any MDL Group Company is a party or by which any MDL Group Company is bound obligating a MDL Group Company to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claimequity interests of the MDL Group Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests, or obligating the MDL Group Company to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, or Contract. Except as described in the SEC FilingsNo Seller nor any MDL Group Company is party to any arrangement granting to any Person any stock appreciation, no Person is entitled to pre-emptive phantom stock or other similar statutory or contractual rights right with respect to the Shares or the MDL Group Companies. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB Seller or any of its Subsidiaries is or may be obligated to issue Affiliates. None of the Shares have been issued in violation of, and none are subject to, any equity securities of any kind. Except as described in the SEC Filingspurchase option, there are no voting agreementscall, buy-sell agreements, option or right of first purchase agreements refusal, preemptive, subscription, or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain eventsright.

Capitalization; Subsidiaries. (ai) ZBB The Company has duly and validly authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBBthe Company, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”). All of the issued and outstanding shares of ZBBthe Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBBthe Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBBthe Company. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by the Purchase Agreements, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB the Company and any of the securityholders of ZBB the Company relating to the securities of ZBB the Company held by them. Except as described in the SEC Filings, no Person has the right to require the Company to register any securities of the Company under the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder (the “1933 Act”), whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB the Company to issue shares of Common Stock or other securities to any other Person (other than the PurchasersInvestors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB the Company does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB the Company upon the occurrence of certain events.

Capitalization; Subsidiaries. (a) ZBB has duly and validly authorized capital stock The capitalization of the Company is as set forth in on Exhibit F. Except as set forth on Exhibit F, the SEC Filings Company has not issued any capital stock since the date of filing of its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of stock options under equity incentive plans or otherwise, and in pursuant to the Articles conversion and/or exercise of Incorporation of ZBB, as amended and as in effect Common Stock Equivalents outstanding as of the Closing Date (the “Articles date of Incorporation”). All filing of the issued and outstanding shares most recently filed periodic report under the Exchange Act. No Person has any right of ZBB’s capital stock have been duly authorized and validly issued and are fully paidfirst refusal, nonassessable and free preemptive right, right of pre-emptive rights and were issued participation, or any similar right to participate in full compliance with applicable state and federal securities law and any rights of third partiesthe transactions contemplated by the Transaction Documents. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filingsdisclosed on Exhibit F, there are no outstanding options, warrants, optionsscrip rights to subscribe to, convertible securities calls or other rights, agreements or arrangements commitments of any character under whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which ZBB the Company or any of its Subsidiaries Subsidiary is or may be obligated become bound to issue any equity securities additional shares of any kindCommon Stock or Common Stock Equivalents. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the The issuance and sale of the Shares pursuant to the Purchase Agreements Securities will not obligate ZBB the Company to issue shares of Common Stock or other securities to any other Person (other than the PurchasersSubscribers) and will not result in the adjustment a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any outstanding securitypreemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the board of directors of the Company or others is required for the issuance and sale of the Securities. Except as described disclosed in the SEC FilingsReports, ZBB does not have outstanding there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person of the right to purchase any equity interest in ZBB upon the occurrence of certain eventsCompany’s stockholders.

Capitalization; Subsidiaries. (ai) ZBB The Company has duly and validly authorized capital stock as set forth in the SEC Filings and in the Amended and Restated Articles of Incorporation of ZBBthe Company, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”). All of the issued and outstanding shares of ZBBthe Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBBthe Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBBthe Company. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by the Purchase Agreements, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB the Company and any of the securityholders of ZBB the Company relating to the securities of ZBB the Company held by them. Except as described in the SEC Filings, no Person has the right to require the Company to register any securities of the Company under the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder (the “1933 Act”), whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB the Company to issue shares of Common Stock or other securities to any other Person (other than the PurchasersInvestors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB the Company does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB the Company upon the occurrence of certain events. The issuance of the Shares to be purchased from the Company under the Purchase Agreements shall not constitute a “Triggering Event” as defined in that certain Shareholder Rights Agreement by and between Overland Storage, Inc. and Wxxxx Fargo Bank, N.A., as Rights Agent, dated August 22, 2005, or otherwise result in a distribution of securities thereunder.

Capitalization; Subsidiaries. (a) ZBB has duly and validly authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as Section 3.5(a)(i) of the Closing Date (Disclosure Schedule sets forth a complete list of all beneficial and record owners of the “Articles issued and outstanding Equity Securities of Incorporation”)Xxxxxxxx. All of the issued and outstanding shares Equity Securities of ZBB’s capital stock have been duly authorized the Acquired Subsidiaries, PEC and validly issued and Export are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third partiesowned by Xxxxxxxx. Except as described in the SEC Filings, all All of the issued and outstanding Equity Securities of Xxxxxxxx, PEC, Export and the Acquired Subsidiaries have been duly authorized, validly issued, fully paid, and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar rights. Other than as set forth in Section 3.5(a)(ii) of the Disclosure Schedule, there are no currently outstanding or authorized options, phantom stock or interests (including, but not limited to, the Rights Units), warrants, rights, contracts, rights of first refusal or first offer, calls, puts, rights to subscribe, conversion rights, or other agreements or commitments to which Xxxxxxxx, Export, PEC or any of the Acquired Subsidiaries is a party or which are binding upon Xxxxxxxx, Export, PEC or any of the Acquired Subsidiaries providing for the issuance, disposition, or acquisition of any Equity Securities of Xxxxxxxx, PEC, Export or any of the Acquired Subsidiaries. There are no outstanding or authorized stock appreciation, equity appreciation, phantom stock, or similar rights with respect to Xxxxxxxx, Export, PEC or any of the Acquired Subsidiaries, and there are no contractual or statutory preemptive rights or similar restrictions with respect to the issuance or transfer of any shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claimEquity Securities of Xxxxxxxx, PEC, Export or any of the Acquired Subsidiaries. Except as described in the SEC FilingsThere are no voting trusts, no Person is entitled to pre-emptive proxies, or similar statutory any other agreements, restrictions or contractual rights understandings with respect to the voting of any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities capital stock or other rightsEquity Securities of Xxxxxxxx, agreements or arrangements of any character under which ZBB PEC, Export or any of its Subsidiaries is the Acquired Subsidiaries. None of Xxxxxxxx, PEC, Export or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities Acquired Subsidiaries is subject to any other Person obligation (other than contingent or otherwise) to repurchase or otherwise acquire or retire any Equity Securities of Xxxxxxxx. The Rights Units only provide the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the holders thereof with a contractual right to purchase any receive consideration upon certain events, and do not constitute an equity or membership interest in ZBB upon the occurrence of certain eventsXxxxxxxx.