Common use of Company Capital Stock Clause in Contracts

Company Capital Stock. The authorized capital stock of the Company consists of 75,000,000 shares of Company Common Stock, of which 17,834,183 shares were issued and outstanding as of the close of business on April 4, 2017; and 50,000,000 shares of Company Preferred Stock, of which 16,400 were designated shares of Series A Preferred Stock and were outstanding as of the close of business on April 4, 2017. As of April 4, 2017, (A) 19,755 shares of Company Common Stock are issuable upon the exercise of outstanding Company Options, (B) 292,031 shares of Company Common Stock are outstanding Company Restricted Shares and (C) 40,000 shares of Company Common Stock are subject to outstanding Company RSUs. Section 4.02(b) of the Company Disclosure Schedule sets forth a correct and complete listing of all outstanding Company Equity Awards as of April 4, 2017 setting forth the number of shares of Company Common Stock subject to each Company Equity Award and the exercise price, if applicable, with respect to each Company Equity Award. As of April 4, 2017, 394,336 shares of Company Common Stock are available for issuance under the Company Stock Plan. No shares of Company Common Stock are held in treasury by the Company or otherwise owned directly or indirectly by the Company or 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. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. The outstanding shares of Company Common Stock have been duly authorized and are validly 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 March 30, 2000, the authorized capital stock of the Company consists solely of 75,000,000 60,000,000 shares of Company Common Stock, of which 17,834,183 shares were 21,913,336 are issued and outstanding as (of which 620,511 are held in the close of business on April 4, 2017; Company treasury) and 50,000,000 2,000,000 shares of Company Preferred Stock, Stock of which 16,400 were designated 583,333 shares of Series A Preferred Stock are authorized and were outstanding as no shares of the close of business on April 4, 2017Preferred Stock are outstanding. As of April 4the date hereof, 2017, (A) 19,755 no shares of Company Common Stock are issuable upon the exercise of outstanding Company Options, (B) 292,031 shares of Company Common or Preferred Stock are outstanding Company Restricted Shares and (C) 40,000 shares of Company Common Stock are subject to outstanding Company RSUs. Section 4.02(b) of the Company Disclosure Schedule sets forth a correct and complete listing of all outstanding Company Equity Awards as of April 4, 2017 setting forth the number of shares of Company Common Stock subject to each Company Equity Award and the exercise price, if applicable, with respect to each Company Equity Award. As of April 4, 2017, 394,336 shares of Company Common Stock are available for issuance under the Company Stock Plan. No shares of Company Common Stock are were held in treasury by the Company or otherwise beneficially owned directly or indirectly by the Company or 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. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matterits Subsidiaries. The outstanding shares of Company Common Stock have been duly authorized and are validly issued, are fully paid and nonassessable, and are not subject to no preemptive rights (rights, and were not issued in violation of any preemptive rights). Each of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, and validly issued and are fully paid and nonassessable and not subject to any preemptive right and owned, either directly or indirectly, by the Company free and clear of all Encumbrances. Except as set forth on the Disclosure Schedule, other than Options to purchase 3,779,244 shares of Common Stock of the Company, with an average weighted exercise price of $10.43 and the issuance of rights pursuant to the terms and conditions of the Rights Agreement, there are no preemptive rights or outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of the Company or any of its Subsidiaries.

Company Capital Stock. The authorized capital stock of the Company consists solely of 75,000,000 (i) 125,000,000 shares of Company Common Stock, of which 17,834,183 30,402,875 shares are issued and outstanding immediately prior to the Closing, 25,000,000 shares of the Company’s Class B Common Stock, par value $0.01 per share, no shares of which were issued and outstanding as of the close of business on April 4date hereof, 2017; and 50,000,000 (ii) 10,000,000 shares of Company Preferred Stockthe Company’s preferred stock, par value $0.01 per share, of which 16,400 were designated 200,000 shares of Series A Preferred Stock are issued and were outstanding as of the close date hereof. All of business on April 4, 2017. As of April 4, 2017, (A) 19,755 the Company’s issued shares of Company Common Stock are issuable upon the exercise of outstanding Company Options, (B) 292,031 shares of Company Common Stock are outstanding Company Restricted Shares and (C) 40,000 shares of Company Common Stock are subject to outstanding Company RSUs. Section 4.02(b) capital stock of the Company Disclosure Schedule sets forth a correct have been duly authorized and complete listing validly issued, are fully paid and non-assessable, and were issued in compliance with federal and state securities laws and not in violation of all outstanding Company Equity Awards as any preemptive right, resale right, right of April 4first refusal or similar right. All of the Company’s options, 2017 setting forth the number of warrants and other rights to purchase or exchange any securities for shares of Company Common Stock subject to each Company Equity Award the Company’s capital stock have been duly authorized and validly issued, and were issued in compliance with federal and state securities laws. All of the exercise price, if applicable, with respect to each Company Equity Award. As of April 4, 2017, 394,336 issued shares of Company Common Stock are available for issuance under capital stock of each Subsidiary of the Company Stock Plan. No shares of Company Common Stock have been duly authorized and validly issued, are held in treasury by the Company or otherwise fully paid and non-assessable and are owned directly or indirectly by the Company Company, free and clear of all liens, encumbrances, equities or 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 Rightsclaims, except pursuant for such liens, encumbrances, equities or claims as would not, individually or in the aggregate, reasonably be expected to this Agreement. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. The outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable, and are not subject to preemptive rights (and were not issued in violation of any preemptive rights)a Material Adverse Effect.

Company Capital Stock. The As of March 30, 2000, the authorized capital stock of the Company consists solely of 75,000,000 60,000,000 shares of Company Common Stock, of which 17,834,183 shares were 21,913,336 are issued and outstanding as (of which 620,511 are held in the close of business on April 4, 2017; Company treasury) and 50,000,000 2,000,000 shares of Company Preferred Stock, Stock of which 16,400 were designated 583,333 shares of Series A Preferred Stock are authorized and were outstanding as no shares of the close of business on April 4, 2017Preferred Stock are outstanding. As of April 4the Original Agreement Date, 2017, (A) 19,755 no shares of Company Common Stock are issuable upon the exercise of outstanding Company Options, (B) 292,031 shares of Company Common or Preferred Stock are outstanding Company Restricted Shares and (C) 40,000 shares of Company Common Stock are subject to outstanding Company RSUs. Section 4.02(b) of the Company Disclosure Schedule sets forth a correct and complete listing of all outstanding Company Equity Awards as of April 4, 2017 setting forth the number of shares of Company Common Stock subject to each Company Equity Award and the exercise price, if applicable, with respect to each Company Equity Award. As of April 4, 2017, 394,336 shares of Company Common Stock are available for issuance under the Company Stock Plan. No shares of Company Common Stock are were held in treasury by the Company or otherwise beneficially owned directly or indirectly by the Company or 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. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matterits Subsidiaries. The outstanding shares of Company Common Stock have been duly authorized and are validly issued, are fully paid and nonassessable, and are not subject to no preemptive rights (rights, and were not issued in violation of any preemptive rights). Each of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, and validly issued and are fully paid and nonassessable and not subject to any preemptive right and owned, either directly or indirectly, by the Company free and clear of all Encumbrances. Except as set forth on the Disclosure Schedule, other than Options to purchase 3,779,244 shares of Common Stock of the Company, with an average weighted exercise price of $10.43 and the issuance of rights pursuant to the terms and conditions of the Rights Agreement, there are no preemptive rights or outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of the Company or any of its Subsidiaries.