Common use of Company Capital Stock Clause in Contracts

Company Capital Stock. The authorized capital stock of the Company consists solely of 500,000,000 shares of Company Common Stock, of which 17,669,021 shares are issued and outstanding as of the date hereof, and 20,000,000 shares of preferred stock, $1.00 par value per share, of which 7,050,000 were designated shares of Company Preferred Stock and of which 1,037,984 shares are issued and outstanding as of the date hereof. As of the date hereof, no shares of Company Capital Stock were held in treasury by the Company or otherwise directly or indirectly owned by the Company. The outstanding shares of Company Capital Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the outstanding shares of Company Capital Stock have been issued in violation of the preemptive rights of any Person. There are outstanding Company Options representing the right to purchase an aggregate of 1,422,880 shares of Company Common Stock. Section 5.03(b) of the Company’s Disclosure Schedule sets forth, as of the date hereof, for each Company Option, the name of the grantee, the date of the grant, the status of the option grant as qualified or non-qualified under Section 422 of the Code, the number of shares of Company Common Stock underlying each Company Option, the number of shares of Company Common Stock subject to Company Options that are currently exercisable and the exercise or strike price per share. Each Company Option (i) currently has an exercise price that is the same as when first issued and such exercise price is at least equal to the fair market value of the underlying shares of Company Common Stock as of the grant date; and (ii) has been issued in compliance with applicable Laws. Except for the Company Options listed in Section 5.03(b) of the Company’s Disclosure Schedule, there are no shares of Company Common Stock reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Common Stock or Company Preferred Stock and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Company Preferred Stock or Rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vote are outstanding.

Company Capital Stock. The As of the date hereof, the authorized capital stock of the Company consists solely of 500,000,000 10,000,000 shares of Company Common Stock, of which 17,669,021 6,039,080 shares are issued and outstanding as outstanding, and 1,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued and outstanding. As of the date hereof, and 20,000,000 shares of preferred stock, $1.00 par value per share, of which 7,050,000 were designated 547,034 shares of Company Preferred Common Stock are issuable upon the exercise of outstanding Company Stock Options and no shares of which 1,037,984 shares Company Common Stock are issued and subject to outstanding as of the date hereofrestricted stock awards. As of the date hereof, no shares of Company Capital Common Stock were are held in treasury by the Company or otherwise owned directly or indirectly owned by the Company or any Subsidiary of the Company. The outstanding shares of Company Capital Common Stock have been duly authorized and are validly issued and are issued, fully paid and non-assessablenonassessable, and none of the outstanding shares of Company Capital Stock have been are not subject to preemptive rights (and were not issued in violation of the any preemptive rights of any Personrights). There are outstanding Company Options representing the right to purchase an aggregate of 1,422,880 shares of Company Common Stock. Section 5.03(bSchedule 5.02(b) of the Company’s Company Disclosure Schedule sets forth, as of the date hereof, forth for each Company Option, Stock Option the name of the granteegrantee or holder, the date of the grant, the expiration date, the type of grant, the status of the option grant as qualified or non-qualified under Section 422 of the Code, the number of shares of Company Common Stock underlying each subject to such Company Stock Option, the number and type of shares subject to such Company Stock Options that are currently exercisable and the exercise price per share and for each other Company Award the name of the grantee or holder, the date of the grant and the number of shares of Company Common Stock subject to such Company Options that are currently exercisable and Award. Except as set forth in the exercise or strike price per share. Each Company Option (i) currently has an exercise price that is the same as when first issued and such exercise price is at least equal to the fair market value of the underlying shares of Company Common Stock preceding sentence, as of the grant date; and (ii) has been issued in compliance with applicable Laws. Except for the Company Options listed in Section 5.03(b) of the Company’s Disclosure Scheduledate hereof, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any other Rights issued or outstanding with respect to Company Common Stock or Company Preferred Stock Stock, and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Rights, except pursuant to this Agreement. The Company Preferred Stock or Rights. No does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote on any matters on which shareholders vote) with the stockholders of the Company may vote on any matter. All Shares issuable upon exercise of Company Stock Options or in respect of Company Awards, upon their issuance on the terms and conditions specified in the instruments pursuant to which they are outstandingissuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and will not be issued in violation of preemptive rights.

Company Capital Stock. The authorized capital stock of the Company consists solely of 500,000,000 2,500,000 shares of Company Common Stock, of which 17,669,021 916,727 shares are issued and outstanding as of the date hereof, and 20,000,000 shares of preferred stock, $1.00 par value per share, of which 7,050,000 were designated 500,000 shares of Company Preferred Stock and Stock, of which 1,037,984 no shares are issued and outstanding as of the date hereofoutstanding. As of the date hereof, no 538,023 shares of Company Capital Common Stock were held in treasury by the Company. No shares of Company or otherwise directly or indirectly owned Common Stock are held by the Company’s Subsidiaries. The outstanding shares of Company Capital Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, and free of preemptive rights, with no personal liability attaching to the ownership thereof, and none of the outstanding shares of Company Capital Common Stock have been issued in violation of the preemptive rights of any Person. There are outstanding Company Options representing the right to purchase an aggregate of 1,422,880 shares of Company Common Stock. Section 5.03(b) Schedule 5.02 of the Company’s Company Disclosure Schedule sets forth, as of the date hereof, forth for each Company Option, the name of the grantee, the date of the grant, the type of grant, the status of the option grant as qualified or non-qualified under Section 422 of the Code, the number of shares of Company Common Stock underlying subject to each Company Optionoption, the number of shares of Company Common Stock subject to Company Options options that are currently exercisable and the exercise or strike price per share. Each Company Option (i) currently has an exercise price that is Except as set forth in the same as when first issued and such exercise price is at least equal to the fair market value of the underlying shares of Company Common Stock as of the grant date; and (ii) has been issued in compliance with applicable Laws. Except for the Company Options listed in Section 5.03(b) of the Company’s Disclosure Schedulepreceding two sentences, there are no shares of Company Common Stock reserved for issuance, the Company does not have any Rights Equity Interests issued or outstanding with respect to Company Common Stock or Company Preferred Stock Stock, and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Company Preferred Stock or RightsEquity Interests. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders There are no outstanding contractual obligations of the Company may vote to repurchase, redeem or otherwise acquire any shares of capital stock of, or other Equity Interests in, the Company or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of the Company. There are outstandingno shares of the Company Common Stock outstanding which are subject to vesting over time or upon the satisfaction of any condition precedent, or which are otherwise subject to any right or obligation of repurchase or redemption on the part of the Company.

Company Capital Stock. The As of the date hereof, the authorized capital stock of the Company consists solely of 500,000,000 30,000,000 shares of Company Common Stock, of which 17,669,021 10,641,940 shares are issued and outstanding as outstanding, and 10,000,000 shares of preferred stock, no par value, none of which are issued and outstanding. As of the date hereof, and 20,000,000 shares of preferred stock, $1.00 par value per share, of which 7,050,000 were designated 75,250 shares of Company Preferred Common Stock are issuable upon the exercise of outstanding Company Stock Options and 0 shares of which 1,037,984 shares Company Common Stock are issued and subject to outstanding as of the date hereofrestricted stock awards. As of the date hereof, no shares of Company Capital Common Stock were are held in treasury by the Company or otherwise owned directly or indirectly owned by the Company or any Subsidiary of the Company. The outstanding shares of Company Capital Common Stock have been duly authorized and are validly issued and are issued, fully paid and non-assessablenonassessable, and none of the outstanding shares of Company Capital Stock have been are not subject to preemptive rights (and were not issued in violation of the any preemptive rights of any Personrights). There are outstanding Company Options representing the right to purchase an aggregate of 1,422,880 shares of Company Common Stock. Section 5.03(bSchedule 5.02(b) of the Company’s Company Disclosure Schedule sets forth, as of the date hereof, forth for each Company Option, Stock Option the name of the granteegrantee or holder, the date of the grant, the expiration date, the type of grant, the status of the option grant as qualified or non-qualified under Section 422 of the Code, the number of shares of Company Common Stock underlying each subject to such Company Stock Option, the number and type of shares subject to such Company Stock Options that are currently exercisable and the exercise price per share and for each other Company Award the name of the grantee or holder, the date of the grant and the number of shares of Company Common Stock subject to such Company Options that are currently exercisable and Award. Except as set forth in the exercise or strike price per share. Each Company Option (i) currently has an exercise price that is the same as when first issued and such exercise price is at least equal to the fair market value of the underlying shares of Company Common Stock preceding sentence, as of the grant date; and (ii) has been issued in compliance with applicable Laws. Except for the Company Options listed in Section 5.03(b) of the Company’s Disclosure Scheduledate hereof, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any other Rights issued or outstanding with respect to Company Common Stock or Company Preferred Stock Stock, and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Rights, except pursuant to this Agreement. The Company Preferred Stock or Rights. No does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote on any matters on which vote) with the shareholders of the Company may vote on any matter. All Shares issuable upon exercise of Company Stock Options or in respect of Company Awards, upon their issuance on the terms and conditions specified in the instruments pursuant to which they are outstandingissuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and will not be issued in violation of preemptive rights.

Company Capital Stock. (i) The authorized capital stock of the Company consists solely of 500,000,000 16,000,000 shares of Company Common Stock, of which 17,669,021 3,975,799 shares are issued and outstanding as of the date hereof, and 20,000,000 shares of preferred stock, $1.00 par value per share, of which 7,050,000 were designated 2,000,000 shares of Company Preferred Stock and Stock, of which 1,037,984 no shares are issued and outstanding as of the date hereof. As of the date hereof, no 2,451,551 shares of the Company Capital Common Stock were held in treasury by the Company or otherwise directly or indirectly owned (other than in a fiduciary capacity) by the CompanyCompany (including shares held in the Company Stock Employee Compensation Trust) and no shares of Company Stock were reserved for issuance, other than 729,111 shares of Company Common Stock reserved for issuance pursuant to the Company Stock Plans, including 729,111 shares reserved for issuance upon the exercise of Company Options outstanding as of the date hereof, in accordance with their terms. The outstanding shares of Company Capital Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the outstanding shares of Company Capital Common Stock have been issued in violation of the preemptive rights of any Person. There Except as set forth above, as of the date of this Agreement, there are outstanding Company Options representing the right to purchase an aggregate of 1,422,880 no shares of Company Common Stock. Stock reserved for issuance, the Company does not have any Rights outstanding with respect to Company Stock and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights. (ii) Section 5.03(b5.01(b) of the Company’s Company Disclosure Schedule sets forth, forth as of the date hereof, and shall be updated to set forth as of the Effective Date, for each outstanding Company OptionOption and each outstanding and unvested Company Restricted Stock Award, the name of the grantee, the date of the grant, the type of grant, the status of the option grant as qualified or non-qualified under Section 422 of the Code, the number of shares of Company Common Stock underlying subject to each Company Optionoption and award, the vesting schedule, the number of shares of Company Common Stock subject to Company Options options that are currently exercisable and the exercise or strike price per share. Each Company Option (i) currently has an exercise price that is the same as when first issued and such exercise price is at least equal to the fair market value of the underlying shares of Company Common Stock as of the grant date; and (ii) has been issued in compliance with applicable Laws. Except for the Company Options listed in Section 5.03(b) of the Company’s Disclosure Schedule, there are no shares of Company Common Stock reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Common Stock or Company Preferred Stock and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Company Preferred Stock or Rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vote are outstanding.

Company Capital Stock. (i) The authorized capital stock of the Company consists solely of 500,000,000 10,000,000 shares of Company Common Stock, of which 17,669,021 5,150,329 shares are issued and outstanding as of the date hereof, and 20,000,000 shares of preferred stock, $1.00 par value per share, of which 7,050,000 were designated 5,000,000 shares of Company Preferred Stock and Stock, of which 1,037,984 no shares are issued and outstanding as of the date hereof. As of the date hereof, no 612 shares of the Company Capital Common Stock were held in treasury by the Company or otherwise directly or indirectly owned (other than in a fiduciary capacity) by the CompanyCompany and no shares of Company Stock were reserved for issuance, other than 819,966 shares of Company Common Stock reserved for issuance pursuant to the Company Stock Plans, including 687,455 shares reserved for issuance upon the exercise of Company Options outstanding as of the date hereof, in accordance with their terms. The outstanding shares of Company Capital Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the outstanding shares of Company Capital Common Stock have been issued in violation of the preemptive rights of any Person. There Except as set forth above, as of the date of this Agreement, there are outstanding Company Options representing the right to purchase an aggregate of 1,422,880 no shares of Company Common Stock. Stock reserved for issuance, the Company does not have any Rights outstanding with respect to Company Stock and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights. (ii) Section 5.03(b5.01(b) of the Company’s Company Disclosure Schedule sets forth, forth as of the date hereof, and shall be updated to set forth as of the Effective Date, for each outstanding Company Option, the name of the grantee, the date of the grant, the type of grant, the status of the option grant as qualified or non-qualified under Section 422 of the Code, the number of shares of Company Common Stock underlying subject to each Company Optionoption and award, the vesting schedule, the number of shares of Company Common Stock subject to Company Options options that are currently exercisable and the exercise or strike price per share. Each Company Option (i) currently has an exercise price that is the same as when first issued and such exercise price is at least equal to the fair market value of the underlying shares of Company Common Stock as of the grant date; and (ii) has been issued in compliance with applicable Laws. Except for the Company Options listed in Section 5.03(b) of the Company’s Disclosure Schedule, there are no shares of Company Common Stock reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Common Stock or Company Preferred Stock and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Company Preferred Stock or Rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vote are outstanding.

Company Capital Stock. The authorized capital stock of the Company consists solely of 500,000,000 60,000,000 shares of Company Class A Common Stock, of which 17,669,021 26,182,725 shares are were issued and outstanding as of the date hereofclose of business on February 26, and 20,000,000 2015; 4,000,000 shares of preferred stock, $1.00 par value per shareCompany Class B Common Stock, of which 7,050,000 3,395,110 shares were designated shares of Company Preferred Stock and of which 1,037,984 shares are issued and outstanding as of the date hereofclose of business on February 26, 2015; 10,000,000 shares of common stock not at the time designated as shares of a particular class (“Company Undesignated Common Stock”), none of which were outstanding as of the close of business on February 26, 2015; and 10,000,000 shares of Company Preferred Stock, of which no shares were outstanding as of the close of business on February 26, 2015. As of February 26, 2015, 1,071,060 shares of Company Common Stock are issuable upon the exercise of outstanding Company Options, 397,037 shares of Company Common Stock are subject to outstanding Company RSUs and 34,000 shares of Company Common Stock are issuable upon the exercise of outstanding warrants. As of February 26, 2015, 989,541 shares of Company Common Stock are available for issuance under the Company Stock Plan. As of the date hereof, no shares of Company Capital Common Stock were are held in treasury by the Company or otherwise owned directly or indirectly owned by the Company or any Subsidiary of the Company. The outstanding shares of Company Capital Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the outstanding shares of Company Capital Stock have been issued Except as set forth in violation of the preemptive rights of any Person. There are outstanding Company Options representing the right to purchase an aggregate of 1,422,880 shares of Company Common Stock. this Section 5.03(b) of the Company’s Disclosure Schedule sets forth, as of the date hereof, for each Company Option, the name of the grantee, the date of the grant, the status of the option grant as qualified or non-qualified under Section 422 of the Code, the number of shares of Company Common Stock underlying each Company Option, the number of shares of Company Common Stock subject to Company Options that are currently exercisable and the exercise or strike price per share. Each Company Option (i) currently has an exercise price that is the same as when first issued and such exercise price is at least equal to the fair market value of the underlying shares of Company Common Stock as of the grant date; and (ii) has been issued in compliance with applicable Laws. Except for the Company Options listed in Section 5.03(b) of the Company’s Disclosure Schedule4.02(b), there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any other Rights issued or outstanding with respect to Company Common Stock or Company Preferred Stock Stock, and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Rights, except pursuant to this Agreement. No shares of Company Preferred Common Stock are held directly or indirectly by any Subsidiary of the Company. Except as set forth in this Section 4.02(b), there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any other Rights issued or outstanding with respect to Company Common Stock, and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Rights, except pursuant to this Agreement. No The Company does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote on any matters on which shareholders vote) with the stockholders of the Company may vote on any matter. The outstanding shares of Company Common Stock have been duly authorized and are outstandingvalidly issued, fully paid and nonassessable, and are not subject to preemptive rights (and were not issued in violation of any preemptive rights).

Company Capital Stock. The As of the date hereof, the authorized capital stock of the Company consists solely of 500,000,000 5,000,000 shares of Company Common Stock, of which 17,669,021 2,370,258 shares are issued and outstanding as of the date hereof, and 20,000,000 shares of preferred stock, $1.00 par value per share, of which 7,050,000 were designated shares of Company Preferred Stock and of which 1,037,984 shares are issued and outstanding as of the date hereofoutstanding. As of the date hereof, no shares of Company Capital Common Stock were are held in treasury by the Company or otherwise owned directly or indirectly owned by the Company. The outstanding shares of Company Capital Common Stock have been duly authorized and are validly issued and are fully paid and non-assessableoutstanding, and none of the outstanding shares of Company Capital Stock have been subject to no preemptive rights (and were not issued in violation of the any preemptive rights of any Personrights). There are outstanding Company Options representing the right to purchase an aggregate of 1,422,880 No more than 226,750 shares of Company Common StockStock were issuable upon exercise of Company Stock Options or other Rights as of December 31, 2004, and no Company Stock Options have been issued since such date. Section 5.03(bThere are up to an additional 103,229 shares of Company Common Stock available for issuance under the Company Stock Option Plan. Schedule 5.02(b) of the Company’s Disclosure Schedule sets forth, as of the date hereof, forth for each Company OptionStock Option and each other Right, as applicable, the name of the granteegrantee or holder, the date of the grant, the expiration date of such Right, the type of grant, the status of the option grant as qualified or non-qualified under Section 422 of the Code, the number of shares of Code if such Right is a Company Common Stock underlying each Company Option, the number of shares of Company Common Stock subject to Company Options such Right, the number of shares subject to such Rights that are currently exercisable exercisable, the exercise price per share and the exercise or strike price per share. Each Company Option (i) currently has an weighted average exercise price that is of such Rights in the same aggregate. Except as when first issued and such exercise price is at least equal to the fair market value of the underlying shares of Company Common Stock set forth above, as of the grant date; and (ii) has been issued in compliance with applicable Laws. Except for the Company Options listed in Section 5.03(b) of the Company’s Disclosure Scheduledate hereof, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any other Rights issued or outstanding with respect to Company Common Stock or Company Preferred Stock Stock, and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Company Preferred Stock or Rights. No bonds, debentures, notes or other indebtedness having the right except pursuant to vote on any matters on which shareholders of the Company may vote are outstandingthis Agreement.

Company Capital Stock. (a) The authorized capital stock of the Company consists solely of 500,000,000 500,000 shares of Company Common Stock, of which 17,669,021 shares are issued and outstanding as of the date hereofpar value $0.10 per share, and 20,000,000 500,000 shares of preferred stockCompany Preferred Stock, par value $1.00 par value per share, of which 7,050,000 were 7,200 shares have been designated shares of Company as Series A Preferred Stock and of which 1,037,984 6,950 shares are issued and outstanding have been designated as of the date hereofSeries B Preferred Stock. As of the date hereof, no shares of Company Capital Stock were held in treasury by the Company or otherwise directly or indirectly owned by the Company. The outstanding shares of Company Capital Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the outstanding shares of Company Capital Stock have been issued in violation of the preemptive rights of any Person. There are outstanding Company Options representing the right to purchase an aggregate of 1,422,880 shares of Company Common Stock. Section 5.03(b(i) of the Company’s Disclosure Schedule sets forth, as of the date hereof, for each Company Option, the name of the grantee, the date of the grant, the status of the option grant as qualified or non-qualified under Section 422 of the Code, the number of 29,291 shares of Company Common Stock underlying each Company Option, the number of shares of Company Common Stock subject to Company Options that are currently exercisable and the exercise or strike price per share. Each Company Option (i) currently has an exercise price that is the same as when first were issued and such exercise price is at least equal to the fair market value of the underlying shares of Company Common Stock as of the grant date; and outstanding, (ii) has been issued in compliance with applicable Laws. Except for the Company Options listed in Section 5.03(b) of the Company’s Disclosure Schedule, there are no shares of Company Common Stock were held by the Company in its treasury, (iii) 11,686 shares of Company Common Stock were reserved for issuanceissuance pursuant to stock options granted and outstanding under the Company's 1997 Stock Option Plan and options issued outside of any plan, (iv) 20,128 shares of Company Common Stock were reserved for issuance pursuant to the Company's Debenture, (v) 10,000 shares of Company Common Stock were reserved for issuance pursuant to the Company does not have any Rights Warrants, and (vi) 3,600 shares of Company Preferred Stock were issued and outstanding for which 5,230 shares of Company Common Stock were reserved for issuance upon the conversion thereof. All of the issued and outstanding shares of Company Common Stock and Company Preferred Stock are, and all shares of the Company Common Stock which may be issued upon the exercise or conversion of the Company Options, Company Warrants, Company Debenture and Company Preferred Stock will be, when issued, duly authorized, validly issued and fully paid and nonassessable. None of the outstanding with respect to shares of Company Common Stock or Company Preferred Stock and has been, nor will any shares of the Company does not have any commitment to authorize, issue or sell any Company Common Stock which may be issued upon the exercise or conversion of the Company Options, Company Warrants, Company Debenture or Company Preferred Stock be issued, in violation of any preemptive rights or Rightsany provision of the Company's Articles of Incorporation or bylaws. No As of the date of this Agreement, no shares of Company Common Stock have been reserved for any purpose except as set forth above or in Section 5.02 of the Company Disclosure Schedule. (b) Except as set forth in Section 5.02 of the Company Disclosure Schedule, there are no (i) equity securities of the Company outstanding (other than the shares of Company Common Stock and Company Preferred Stock described in Section 5.02(a)), (ii) outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of the Company or contracts, commitments, understandings or arrangements by which the Company is or may be bound to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock, (iii) outstanding notes, bonds, debentures, notes debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company have the right to vote, or (iv) outstanding stock appreciation rights or other rights to redeem for cash any options, warrants or other securities of the Company. There are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may be bound to transfer any shares of the capital stock of any Subsidiary of the Company, and there are no agreements, understandings or commitments relating to the right of the Company or any of its Subsidiaries to vote or to dispose of any such shares. (c) Except as set forth in Section 5.02 of the Company Disclosure Schedule, there are outstandingno securities required to be issued by the Company under any Company Stock Plan, dividend reinvestment or similar plan. (d) There are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to the voting of any shares of capital stock of the Company or any of its Subsidiaries. There are no agreements, arrangements or commitments with any character pursuant to which any Person is or may be entitled to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act or which otherwise relate to the registration of any securities of the Company or any of its Subsidiaries. (e) There are no restrictions applicable to the payment of dividends on any shares of the Company Common Stock except pursuant to the TBCA and applicable banking laws and regulations and all dividends and distributions declared prior to the date hereof have been fully paid.

Company Capital Stock. The authorized capital stock of the Company consists solely of 500,000,000 20,000,000 shares of Company Common Stock, of which 17,669,021 6,042,943 shares are issued and outstanding as of the date hereof, and 20,000,000 shares of preferred stock, $1.00 par value per share, of which 7,050,000 were designated 5,000,000 shares of Company Preferred Stock and Stock, of which 1,037,984 63 shares are issued and outstanding as of the date hereof. As of the date hereof, no 176,700 shares of the Company Capital Common Stock were held in treasury by the Company or otherwise directly or indirectly owned by the CompanyCompany and no shares of Company Stock were reserved for issuance, other than 495,450 shares of Company Common Stock reserved for issuance upon the exercise of Company Options in accordance with their terms and 48,000 shares of Company Common Stock subject to Company Restricted Stock Awards (of which 38,400 shares of Company Restricted Stock are unvested). The outstanding shares of Company Capital Common Stock and Company Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the outstanding shares of Company Capital Common Stock and the Company Preferred Stock have been issued in violation of the preemptive rights of any Person. There are outstanding Section 5.01(b) of the Company Options representing Disclosure Schedule sets forth a true and correct list of the right to purchase an aggregate beneficial and record holder(s) of 1,422,880 shares of the Company Common Preferred Stock. Section 5.03(b5.01(b) of the Company’s Company Disclosure Schedule also sets forth, as of the date hereof, forth for each Company Option, the name of the grantee, the date of the grant, the type of grant, the status of the option grant as qualified or non-qualified under Section 422 of the Code, the number of shares of Company Common Stock underlying subject to each Company Optionoption, the number of shares of Company Common Stock subject to Company Options options that are currently exercisable and the exercise or strike price per share. Each share as well as each unvested Company Option (i) currently has an exercise price that is Restricted Stock Award, the same as when first issued and such exercise price is at least equal to the fair market value name of the underlying grantee, the date of the grant, the number of shares of Company Common Stock as subject to each Company Restricted Stock Award and the number of the grant date; and (ii) has been issued in compliance with applicable Laws. Except for the Company Options listed in Section 5.03(b) of the Company’s Disclosure Schedule, there are no shares of Company Common Restricted Stock reserved for issuancethat are currently unvested. Except as set forth in this Section 5.01(b), the Company does not have any Rights issued or outstanding with respect to Company Common Stock or Company Preferred Stock and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Company Preferred Stock or Rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vote are outstanding.

Company Capital Stock. (i) The authorized capital stock of the Company consists solely of 500,000,000 17,000,000 shares of Company Common Stock, of which 17,669,021 4,540,196 shares are issued and outstanding as of the date hereof, and 20,000,000 shares of preferred stock, $1.00 par value per share, of which 7,050,000 were designated 1,000,000 shares of Company Preferred Stock and Stock, of which 1,037,984 no shares are issued and outstanding as of the date hereof. As of the date hereof, no 2,049,421 shares of the Company Capital Common Stock were held in treasury by the Company or otherwise directly or indirectly owned by the CompanyCompany and no shares of Company Stock were reserved for issuance, other than 435,398 shares of Company Common Stock reserved for issuance pursuant to the Company Stock Plans, including 413,598 shares reserved for issuance upon the exercise of Company Options outstanding as of the date hereof in accordance with their terms. The outstanding shares of Company Capital Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the outstanding shares of Company Capital Common Stock have been issued in violation of the preemptive rights of any Person. There Except as set forth above, as of the date of this Agreement, there are outstanding Company Options representing the right to purchase an aggregate of 1,422,880 no shares of Company Common Stock. Stock reserved for issuance, the Company does not have any Rights outstanding with respect to Company Stock and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights. (ii) Section 5.03(b5.01(b) of the Company’s Company Disclosure Schedule sets forth, forth as of the date hereof, and shall be updated to set forth as of the Effective Date, for each outstanding Company Option, the name of the grantee, the date of the grant, the type of grant, the status of the option grant as qualified or non-qualified under Section 422 of the Code, the number of shares of Company Common Stock underlying subject to each Company Optionoption, the number of shares of Company Common Stock subject to Company Options options that are currently exercisable and the exercise or strike price per share. Each Company Option (i) currently has an exercise price that is the same as when first issued and such exercise price is at least equal to the fair market value of the underlying shares of Company Common Stock as of the grant date; and (ii) has been issued in compliance with applicable Laws. Except for the Company Options listed in Section 5.03(b) of the Company’s Disclosure Schedule, there are no shares of Company Common Stock reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Common Stock or Company Preferred Stock and the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Company Preferred Stock or Rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vote are outstanding.