Common use of Company Capital Stock Clause in Contracts

Company Capital Stock. (a) As of the date hereof, the authorized capital stock of the Company consists solely of 400,000,000 shares of Company Common Stock, of which 212,503,485 shares are issued and 202,536,758 shares are outstanding, 50,000,000 shares of Preferred Stock, none of which are issued and outstanding, and 1,000,000 shares of preference stock, par value $2.50 per share, none of which are issued and outstanding. 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). The Shares will be, as of the Closing, duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered as provided in this Agreement, will be duly and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive rights. (b) Except for Company Stock Options covering 4,149,530 shares of Company Common Stock as of the date hereof, there are no outstanding options, warrants or other rights in or with respect to the unissued shares of capital stock of the Company nor any securities convertible into such stock, and the Company is not obligated to issue any additional shares of capital stock of the Company or any additional options, warrants or other rights in or with respect to the issued or unissued shares of capital stock of the Company or any other securities convertible into such stock. As used in this Agreement, the term “Company Stock Option” means any option or right to acquire capital stock of the Company, or stock appreciation right payable in cash issued pursuant to any Company Employee Benefit Plan or otherwise. There are no options, warrants, equity securities, calls, rights, commitments or agreements of any character obligating the Company or any Company Subsidiary to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Neither the Company nor any of its Affiliates is a party to or is bound by any, and to the knowledge of the Company, there are no agreements with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company. As used in this Agreement, “Affiliate” means, with respect to any person, any other person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract or otherwise.

Company Capital Stock. (ai) As of the date hereof, the The authorized capital stock of the Company consists solely of 400,000,000 (A) 50,000,000 shares of Company Common Stock, of which 212,503,485 14,501,581 shares are issued and 202,536,758 outstanding as of the date hereof and options to purchase 1,930,372 shares are outstanding, 50,000,000 outstanding as of the date hereof and (B) 10,000,000 shares of Preferred Class A Common Stock, none of which 3,350,164 shares are issued and outstandingoutstanding as of the date hereof. As of the date hereof, and 1,000,000 762,482 shares of preference stock, par value $2.50 per share, none Common Stock and 193,886 shares of which are issued and outstandingClass A Common Stock were held in treasury by the Company or otherwise directly or indirectly owned by the Company. The outstanding shares of Company Common Stock have been been, and all shares that may be issued pursuant to the exercise of outstanding Company Options will be, duly authorized and validly issued and are validly issued, fully paid and nonassessablenon-assessable, and are not subject to preemptive rights (and were not issued in violation of any preemptive rights). The Shares will be, as none of the Closing, duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered as provided in this Agreement, will be duly and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive rights. (b) Except for Company Stock Options covering 4,149,530 outstanding shares of Company Common Stock as have been issued in violation of the date hereofpreemptive rights of any Person. Except under the Company Stock Option Plans and the ESPP, there are no shares of Company Common Stock reserved for issuance, the Company does not have any Rights issued or outstanding options, warrants or other rights in or with respect to the unissued shares of capital stock of the Company nor any securities convertible into such stock, Common Stock and the Company is does not obligated have any commitment to authorize, issue or sell any additional shares of capital stock Company Common Stock or Rights. There are no bonds, debentures, notes, or other indebtedness having voting rights (or convertible into securities having such rights) of the Company or any additional optionsof its Subsidiaries issued and outstanding. (ii) Except as set forth in Section 5.2(b)(ii) of the Company Disclosure Schedule, warrants there are no voting trusts or other rights in agreements or with respect understandings to which the issued Company or unissued any of its Subsidiaries is required to redeem, repurchase, or otherwise acquire shares of capital Company Common Stock or the stock of any Subsidiary. None of the Company or any other securities convertible into such stock. As used in this Agreementits Subsidiaries is required to redeem, the term “Company Stock Option” means any option repurchase, or right to otherwise acquire shares of capital stock of the Company, or stock appreciation right payable in cash issued pursuant to any Company Employee Benefit Plan or otherwise. There are no options, warrants, equity securities, calls, rights, commitments or agreements of any character obligating the Company or any Company Subsidiary to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Neither the Company nor any of its Affiliates is Subsidiaries, respectively, as a party to or is bound by any, and to the knowledge result of the Company, there are no agreements with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company. As used in this Agreement, “Affiliate” means, with respect to any person, any other person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract or otherwiseTransaction.

Company Capital Stock. (ai) As of the date hereof, the The authorized capital stock of the Company consists solely of 400,000,000 (i) 100,000 shares of Series A Preferred Stock, of which 30,339 shares are issued and outstanding and owned of record as set forth on Section 7B of the Company Disclosure Letter, (ii) 100,000 shares of Series B Preferred Stock, of which 12,149 shares are issued and outstanding and owned of record as set forth on Section 7B of the Company Disclosure Letter, and (iii) 5,000,000 shares of Company Common Stock, of which 212,503,485 509,705 shares are issued and 202,536,758 shares are outstanding, 50,000,000 shares outstanding and owned of Preferred Stock, none record as set forth on Section 7B of which are issued and outstanding, and 1,000,000 shares of preference stock, par value $2.50 per share, none of which are issued and outstandingthe Company Disclosure Letter. The outstanding shares of Company Common Capital Stock have has been duly authorized and are authorized, is validly issued, fully paid and nonassessable, nonassessable and are not subject to preemptive rights (and were was issued in compliance with all applicable Legal Requirements. The Company Capital Stock was not issued in violation of any preemptive rights). The Shares will be, as of the Closing, duly authorized by all necessary corporate action on the part Organizational Documents of the Company andor of any other agreement, when issued and delivered as provided in this Agreementarrangement or commitment to which the Company is or was a party, will be duly and validly issued, fully paid and nonassessable, and nor is the issuance thereof will not be Company Capital Stock subject to any preemptive rightsor similar rights of any Person. Except as set forth in Section 7B(i) of the Company Disclosure Letter, the Company has no liability for dividends that have been declared or accrued that have not been paid. (bii) Except for Section 7B(ii) of the Company Stock Options covering 4,149,530 shares of Company Common Stock Disclosure Letter sets forth, with respect to each outstanding Option as of the date hereof, the total number and class of shares of Company Capital Stock subject to such Option, the exercise price of such Option and the record holder of such Option. (iii) Except for the Options or as otherwise set forth on Section 7B(iii) of the Company Disclosure Letter, there are no (a) outstanding obligations, options, warrants or other rights in rights, agreements, arrangements or with respect commitments of any kind relating to the unissued shares of capital stock of the Company nor any securities convertible into such stock, and the Company is not obligated to issue any additional shares of capital stock of the Company or any additional options, warrants or other rights in or with respect to the issued or unissued shares of capital stock of the Company or any other securities convertible into such stock. As used in this Agreement, the term “Company Stock Option” means any option or right to acquire capital stock ownership interests of the Company, or securities convertible or exchangeable into capital stock appreciation right payable in cash issued pursuant to any Company Employee Benefit Plan or otherwise. There are no options, warrants, other equity securities, calls, rights, commitments or agreements of any character obligating the Company or any Company Subsidiary to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Neither the Company nor any of its Affiliates is a party to or is bound by any, and to the knowledge ownership interests of the Company, there are no or obligating the Company to issue or sell any shares of capital stock of, or any other equity or ownership interests in, the Company; (b) outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of its capital stock or other equity or ownership interests in any other Person; or (c) voting trusts, stockholder agreements, registration rights agreements, proxies or other agreements or understandings in effect with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any of the shares of capital stock or other equity or ownership interests of the Company. As used in this Agreement, “Affiliate” means, with respect to any person, any other person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract or otherwise.

Company Capital Stock. (a) As The Company Capital Stock consists of the date hereof, the authorized capital stock of the Company consists solely of 400,000,000 300,000 shares of Company Common Stock, of which 212,503,485 150,000 shares are issued and 202,536,758 shares are outstanding, 50,000,000 shares of Preferred have been designated Class A Common Stock, none of which are issued and outstanding, and 1,000,000 shares of preference stock, par value $2.50 0.01 per share, none and 150,000 shares have been designated Class B Common Stock, par value $0.01 per share. As of which are the date hereof, 129,187.2 shares of Class A Common Stock have been issued and are outstanding, and no shares of Class B Common Stock have been issued or are outstanding. The All such issued and outstanding shares of Company Common Stock have been duly authorized and are validly issued, are fully paid and nonassessable, and are not subject to preemptive rights (nonassessable and were not issued in violation of any preemptive rights)or similar rights created by statute, the Company Certificate of Incorporation, the Company Bylaws or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with applicable federal and state securities or "blue sky" Laws. The Shares will beExhibit 2.3 hereto sets forth, as of the Closingdate hereof, duly authorized the name, address and taxpayer identification number of each holder of shares of Company Common Stock, and the number and type of shares of Company Common Stock held of record by all necessary corporate action on the part each such stockholder, and no other Person owns of record any outstanding shares of capital stock of the Company and, when Company. There are no accrued or unpaid dividends with respect to any issued and delivered outstanding shares of Company Common Stock. Other than the shares of Company Common Stock issued and outstanding as provided of the date hereof and held of record by the Persons set forth in this AgreementExhibit 2.3 hereto, will be there are no other issued or outstanding shares of Company Capital Stock. (b) The Shares have been duly and validly authorized and are validly issued, fully paid and nonassessablenon-assessable. The Newly Issued Shares have been duly and validly authorized for issuance and when issued at the Closing pursuant to this Agreement will be validly issued, fully paid and the issuance thereof will not be subject to any preemptive rightsnon-assessable. (bc) Except for Company Stock Options covering 4,149,530 shares of Company Common Stock as As of the date hereof, there are no outstanding subscriptions, options, warrants warrants, calls, rights of conversion or other rights, agreements, arrangements or commitments of any kind or character, whether written or oral, relating to the Company Capital Stock to which the Company is a party, or by which it is bound, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of Company Capital Stock, other than outstanding Company Options granted under the Company Option Plan representing the right to purchase an aggregate of 9,123.2 shares of Company Common Stock. Exhibit 2.2 hereto sets forth, as of the date hereof, the name, address and taxpayer identification number of each Optionholder, each Company Option held by each such Optionholder, the aggregate number of shares of Company Common Stock issuable upon the exercise in full of each such Company Option, and the per share and aggregate exercise price of each such Company Option. (d) Except as set forth in Section 4.3(d) of the Company Disclosure Schedule, as of the date hereof, there are (i) no rights, agreements, arrangements or commitments of any kind or character, whether written or oral, relating to the Company Capital Stock to which the Company is a party, or by which it is bound, obligating the Company to repurchase, redeem or otherwise acquire any issued and outstanding shares of Company Capital Stock, (ii) no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights in or with respect to the unissued shares of capital stock of the Company nor any securities convertible into such stockCompany, and (iii) no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect to which the Company is not obligated a party, or by which it is bound, with respect to issue any additional shares of capital stock the governance of the Company or the voting or transfer of any additional optionsshares of Company Capital Stock. (e) The delivery at the Closing of the Share Certificates and the New Share Certificate representing the Shares and the Newly Issued Shares, warrants or other rights in or with respect respectively, pursuant to Section 2.5(b) hereof will transfer to the issued or unissued shares Purchaser good and valid title to the Shares and the Newly Issued Shares, respectively, free and clear of capital stock all Encumbrances, and the Shares, the Newly Issued Shares and the Retained Shares, at the time of the Company or any other securities convertible into such stock. As used in this AgreementClosing, immediately following the term “Company Stock Option” means any option or right to acquire Redemption, will represent all of the issued and outstanding capital stock of the Company, or stock appreciation right payable in cash issued pursuant to any Company Employee Benefit Plan or otherwise. There are no options, warrants, equity securities, calls, rights, commitments or agreements of any character obligating the Company or any Company Subsidiary to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Neither the Company nor any of its Affiliates is a party to or is bound by any, and to the knowledge of the Company, there are no agreements with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company. As used in this Agreement, “Affiliate” means, with respect to any person, any other person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract or otherwise.

Company Capital Stock. (a) As of the date hereofof this Agreement, the authorized capital stock Company Capital Stock consists of 187,611 shares, of which 100,000 shares have been designated Company Common Stock and 87,611 shares have been designated Series A Convertible Preferred Stock. As of the Company consists solely date of 400,000,000 this Agreement, 5,000 shares of Company Common Stock, and 87,611 shares of which 212,503,485 shares are Company Preferred Stock have been issued and 202,536,758 shares are outstanding, 50,000,000 outstanding and no shares of Preferred Stock, none of which Company Capital Stock are held in treasury. All such issued and outstanding, and 1,000,000 shares of preference stock, par value $2.50 per share, none of which are issued and outstanding. The outstanding shares of Company Common Capital Stock have been duly authorized and are validly issued, are fully paid and nonassessable, and are not subject to preemptive rights (nonassessable and were not issued in violation of any preemptive rights)or similar rights created by statute, the Company Certificate of Incorporation, the Company Bylaws or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with applicable federal and state securities or “blue sky” Laws. The Shares will beSection 4.3(a) of the Company Disclosure Schedule sets forth, as of the Closing, duly authorized by all necessary corporate action on the part date of the Company and, when issued and delivered as provided in this Agreement, will be duly and validly issued, fully paid and nonassessable, the name of each holder of shares of Company Capital Stock and the issuance thereof number of shares of Company Common Stock and/or Company Preferred Stock held of record by each such stockholder. There are no accrued or unpaid dividends with respect to any issued and outstanding shares of Company Capital Stock that will not be subject to any preemptive rightssatisfied by the payment of the Merger Consideration hereunder. (b) Except as set forth in Section 4.3(b) of the Company Disclosure Schedule, there are not now, nor will there be at the Effective Time, any outstanding options, warrants, calls, subscriptions, rights of conversion or other rights, agreements, arrangements or commitments of any kind or character, relating to the Company Capital Stock or the capital stock of any other Acquired Company to which any Acquired Company is a party, or by which it is bound, obligating any Acquired Company to issue, deliver or sell, or cause to be issued, delivered or sold, or reserve for issuance any shares of its capital stock, other than outstanding Company Stock Options covering 4,149,530 representing the right to purchase an aggregate of up to 7,389 shares of Company Common Stock. Section 4.3(b) of the Company Disclosure Schedule sets forth, for each outstanding Company Option, the name of the holder, the date of grant, the exercise price, the vesting schedule and the expiration date. All shares of Company Common Stock subject to any Company Option, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, non assessable and free of preemptive rights. (c) Except as set forth in Section 4.3(c) of the date hereofCompany Disclosure Schedule, there are (i) no outstanding optionsrights, warrants agreements, arrangements or other rights in commitments of any kind or with respect character, whether written or oral, relating to the unissued capital stock of any Acquired Company to which any Acquired Company is a party, or by which it is bound, obligating any Acquired Company to repurchase, redeem or otherwise acquire any issued and outstanding shares of capital stock of the Company nor any securities convertible into such Acquired Company; (ii) no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Acquired Company and the (iii) no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect to which any Acquired Company is not obligated to issue any additional shares of capital stock of the Company or any additional options, warrants or other rights in or a party with respect to the issued or unissued shares governance of capital stock of the any Acquired Company or any other securities convertible into such stock. As used in this Agreement, the term “Company Stock Option” means any option or right to acquire capital stock of the Company, or stock appreciation right payable in cash issued pursuant to any Company Employee Benefit Plan or otherwise. There are no options, warrants, equity securities, calls, rights, commitments or agreements of any character obligating the Company or any Company Subsidiary to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Neither the Company nor any of its Affiliates is a party to or is bound by any, and to the knowledge of the Company, there are no agreements with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of any Acquired Company, except for the Company. As used in this Stockholders Agreement, “Affiliate” meansdated as of May 13, with respect to any person2003, any other person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, by and among the Company and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract or otherwisestockholders listed therein.

Company Capital Stock. (a) As of the date hereof, the The authorized capital stock of the Company consists solely of 400,000,000 15,000,000 shares of Company Common Stockcommon stock, of which 212,503,485 (as of the date hereof) 11,023,384.408 shares are issued and 202,536,758 shares are outstanding, 50,000,000 shares outstanding and owned of Preferred Stock, none record as set forth on Section 5B of which are issued and outstanding, and 1,000,000 shares the Company Disclosure Letter. All of preference stock, par value $2.50 per share, none of which are issued and outstanding. The the outstanding shares of Company Common Capital Stock have been duly authorized and are validly issued, fully full paid and nonassessablenon-assessable, and are not subject to preemptive rights (and were not none of such shares of Company Capital Stock have been issued in violation of any preemptive rights). The Shares will berights of any Person, or, assuming the veracity of all representations and warranties as to investor qualifications and similar matters provided by the purchasers of the Closing, duly authorized by all necessary corporate action on the part such securities under subscription or similar agreements pursuant to which such shares of the Company and, when issued and delivered as provided in this Agreement, will be duly and validly Capital Stock were issued, fully paid and nonassessablesold or granted, and the issuance thereof will not be subject to in violation of any preemptive rights. (b) state or federal securities laws. Except for Company Stock the Options covering 4,149,530 shares (which are held of Company Common Stock record and have the respective exercise prices, as of the date hereof, as set forth on Section 5B of the Company Disclosure Letter) and except as may exist in the Stockholder Agreements, the Subscription Agreement or the Executive Subscription Agreement or as set forth on Section 5B of the Company Disclosure Letter, there are no outstanding optionspurchase, warrants subscription, conversion, exchange, preemptive, drag-along, tag-along, rights of first refusal or other rights in similar rights, warrants, or with respect options to the unissued shares of capital stock of the Company nor purchase or otherwise acquire any securities convertible into such stock, and the Company is not obligated to issue any additional shares of capital stock of the Company or securities or obligations of any additional options, warrants kind convertible into or other rights in exercisable or with respect to the issued or unissued exchangeable for any shares of capital stock of the Company or any other agreement which would require the Company to grant, issue or sell any of its capital stock or securities convertible into or exercisable or exchangeable for, or any options, warrants or rights to purchase, any of such stock. As used in capital stock after the date hereof, other than, for the avoidance of doubt, any rights of Buyer under this Agreement, the term “Company Stock Option” means any option or right Agreement to acquire the outstanding shares of the Company Capital Stock from the Sellers. Other than as contemplated by this Agreement with respect to the treatment of Options, there are no outstanding obligations of the Company as of the date hereof to repurchase, redeem or otherwise acquire or, other than the registration rights in the Stockholders Agreements, to register any of its capital stock of the Company, with any securities exchange or stock appreciation right payable in cash issued pursuant to any Company Employee Benefit Plan or otherwiseGovernmental Entity. There are no optionsoutstanding or authorized stock appreciation, warrantsphantom stock, equity securities, calls, rights, commitments or agreements of any character obligating similar rights with respect to the Company or any Subsidiary thereof. There are no declared and unpaid dividends on any shares of Company Subsidiary to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreementCapital Stock. The Company does has not have issued any outstanding Option intended to qualify as an "incentive stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Neither the Company nor any of its Affiliates is a party to or is bound by any, and to the knowledge option" under Section 422 of the Company, there are no agreements with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company. As used in this Agreement, “Affiliate” means, with respect to any person, any other person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract or otherwiseCode.

Company Capital Stock. (a) The authorized Company Capital Stock consists of 250,000,000 shares, of which 125,000,000 shares have been designated Common Stock (“Common Stock”) and 125,000,000 shares have been designated Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”). As of the date hereofof this Agreement, the authorized capital stock of the Company consists solely of 400,000,000 12,857,727.72463 shares of Company Common Stock, of which 212,503,485 shares are Stock have been issued and 202,536,758 shares are outstanding, 50,000,000 and 59,000,000 shares of Preferred Stock, none of which are Class A Common Stock have been issued and are outstanding, and 1,000,000 shares of preference stock, par value $2.50 per share, none of which are . All such issued and outstanding. The outstanding shares of Company Common Capital Stock have been duly authorized and are validly issued, are fully paid and nonassessable, and are not subject to preemptive rights (nonassessable and were not issued in violation of any preemptive or similar rights), including any preemptive or similar rights created by statute, the Company Certificate of Incorporation, the Company Bylaws or any agreement to which the Company is a party or by which it is bound, and such shares have been issued in compliance with applicable federal and state securities or “blue sky” Laws. The Shares will beSection 4.3(a) of the Company Disclosure Schedule sets forth, as of the Closing, duly authorized by all necessary corporate action on the part date of the Company and, when issued and delivered as provided in this Agreement, will be duly and validly issued, fully paid and nonassessable, the name of each holder of shares of Company Capital Stock and the issuance thereof will not be subject number of shares of Common Stock or Class A Common Stock held of record by each such stockholder. There are no accrued or unpaid dividends with respect to any preemptive rightsissued and outstanding shares of Company Capital Stock. (b) Except for Company Stock Options covering 4,149,530 shares of Company Common Stock as As of the date hereofof this Agreement, there are no outstanding optionsobligations, warrants or other rights in or with respect to the unissued shares of capital stock of the Company nor any securities convertible into such stock, and the Company is not obligated to issue any additional shares of capital stock of the Company or any additional options, warrants or other rights in or with respect to the issued or unissued shares of capital stock of the Company or any other securities convertible into such stock. As used in this Agreement, the term “Company Stock Option” means any option or right to acquire capital stock of the Company, or stock appreciation right payable in cash issued pursuant to any Company Employee Benefit Plan or otherwise. There are no options, warrants, equity securities, calls, rightsrights of conversion, commitments or agreements of any character obligating the Company or any Company Subsidiary to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based profits interests, participation rights or other rights, agreements, arrangements or commitments of any kind or character relating to the Company Capital Stock or the capital stock of any Company Subsidiary to which an Acquired Company is a party, or by which it is bound, obligating an Acquired Company to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered or sold, any shares of its capital stock (or other equity equivalents) or the capital stock (or other equity equivalents) of any Acquired Company, other than the outstanding Company Options granted under the Company Option Plans representing the right to purchase an aggregate of 4,462,806 shares of Common Stock. Section 4.3(b) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, the name of each holder of Company Options, the number of Company Options held of record by each such holder and the exercise price and expiration date of such Company Options. (c) As of the date of this Agreement, there are (i) no rights, agreements, arrangements or commitments of any kind or character, whether written or oral, relating to the Company Capital Stock or the capital stock (or other equity equivalents) of any other Acquired Company to which an Acquired Company is a party, or by which it is bound, obligating such Acquired Company to repurchase, redeem or otherwise acquire any issued and outstanding shares of its capital stock (or other equity equivalents); (ii) no outstanding or authorized stock appreciation, phantom stock, profit interests, participation rights, or other similar rights or obligations. Neither the Company nor with respect to any of its Affiliates is a party to or is bound by any, Acquired Company; and (iii) to the knowledge Knowledge of the Company, there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the governance of an Acquired Company or the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of Company Capital Stock or any capital stock (or other equity interests equivalents) of the Company. As used in this Agreement, “Affiliate” means, with respect to any person, any other person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract or otherwiseAcquired Company.

Company Capital Stock. (a) As of the date hereofof this Agreement, the authorized capital stock Company Capital Stock consists of the Company consists solely of 400,000,000 shares of Company Common Stock58,000,000 shares, of which 212,503,485 (i) 35,000,000 shares are issued have been designated as Company Common Stock and 202,536,758 (ii) 23,000,000 shares are outstanding, 50,000,000 shares of have been designated Company Preferred Stock, none 15,000,000 of which are issued have been designated “Series A Preferred” and outstanding, and 1,000,000 shares of preference stock, par value $2.50 per share, none 8,000,000 of which are issued and outstanding. The outstanding have been designated “Series B Preferred.” As of the date of this Agreement, (w) 4,054,062 shares of Company Common Stock have been issued and are outstanding, (x) 15,000,000 shares of Series A Preferred have been issued and are outstanding, (y) 7,999,996 shares of Series B Preferred have been issued and are outstanding and (z) no shares of Company Capital Stock are held in treasury. Schedule I sets forth, as of the date of this Agreement, the name of each holder of shares of Company Capital Stock and the number and type of shares of Company Capital Stock held of record by each such stockholder. All such issued and outstanding shares of Company Capital Stock have been duly authorized and are validly issued, are fully paid and nonassessable, and are not subject to preemptive rights (nonassessable and were not issued in violation of any preemptive or similar rights created by statute, the Company Certificate of Incorporation, the Company Bylaws or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with applicable federal and state securities or “blue sky” Laws. There are no accrued or unpaid dividends with respect to any issued and outstanding shares of Company Capital Stock. (b) There are not now, nor will there be at the Effective Time, any outstanding options, warrants, calls, subscriptions, rights of conversion or other rights), agreements, arrangements or commitments of any kind or character, relating to the Company Capital Stock or the capital stock of any other Acquired Company to which any Acquired Company is a party, or by which it is bound, obligating any Acquired Company to issue, deliver or sell, or cause to be issued, delivered or sold, or reserve for issuance any shares of its capital stock, other than outstanding Company Options representing the right to purchase an aggregate of up to 1,706,250 shares of Company Common Stock. The Shares Schedule I sets forth, for each outstanding Company Option, the name of the holder, the date of grant, the exercise price, the number of shares vested, the number of shares unvested and the expiration date. All shares of Company Common Stock subject to any Company Option are or, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, as of the Closingduly authorized, duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered as provided in this Agreement, will be duly and validly issued, fully paid paid, non assessable and nonassessable, and the issuance thereof will not be subject to any free of preemptive rights. (bc) Except for Company Stock Options covering 4,149,530 shares of Company Common Stock as set forth in Section 4.3 of the date hereofCompany Disclosure Schedule, there are (i) no outstanding optionsrights, warrants agreements, arrangements or other rights in commitments of any kind or with respect character, whether written or oral, relating to the unissued capital stock of any Acquired Company to which any Acquired Company is a party, or by which it is bound, obligating any Acquired Company to repurchase, redeem or otherwise acquire any issued and outstanding shares of capital stock of the Company nor any securities convertible into such Acquired Company, (ii) no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Acquired Company and the (iii) no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect to which any Acquired Company is not obligated to issue any additional shares of capital stock of the Company or any additional options, warrants or other rights in or a party with respect to the issued or unissued shares governance of capital stock of the any Acquired Company or any other securities convertible into such stock. As used in this Agreement, the term “Company Stock Option” means any option or right to acquire capital stock of the Company, or stock appreciation right payable in cash issued pursuant to any Company Employee Benefit Plan or otherwise. There are no options, warrants, equity securities, calls, rights, commitments or agreements of any character obligating the Company or any Company Subsidiary to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Neither the Company nor any of its Affiliates is a party to or is bound by any, and to the knowledge of the Company, there are no agreements with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the any Acquired Company. As used in this Agreement, “Affiliate” means, with respect to any person, any other person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract or otherwise.

Company Capital Stock. (a) As of the date hereof, the authorized capital stock Capital Stock of the Company consists solely of 400,000,000 500,000,000 shares of Company Common Stock, of which 212,503,485 201,842,351 shares are issued and 202,536,758 shares are outstanding, 50,000,000 outstanding and 5,000,000 shares of Preferred Stock, none of which are issued and outstanding, and 1,000,000 shares of preference preferred stock, par value $2.50 0.00001 per share, none of which are issued and outstanding. As of the date hereof, 1,842,351 shares are subject to grants or awards issued under the Company’s 2012 Long-Term Incentive Plan. The outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws and are not subject to preemptive rights (and were not issued in violation of any preemptive rights). The Shares will beExcept for the foregoing sentence, as set forth in Schedule 3.2(a) and except for (a) the Shares, (b) rights under the Investor Rights Agreement and (c) the Warrants, neither the Company nor any Company Subsidiary has, and none is bound by, (i) any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase, repurchase, redemption or other acquisition of, or issuance of, or securities or rights convertible into or exchangeable for, any shares of capital stock of the ClosingCompany or any securities representing the right to purchase or otherwise receive any shares of capital stock of the Company (including any rights plan or agreement), (ii) any right of first refusal or offer, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement, (iii) any stockholders agreements, voting agreements, registration rights agreements, or other similar agreements with respect to the Company’s capital stock, (iv) any obligation to issue shares of Company Common Stock, Company Preferred Stock or other securities to any person, or (v) any obligation to, as a result of the issuance and the sale of the Securities, adjust (whether automatically or otherwise) the exercise, conversion, exchange or reset price under any Company securities. (b) Each of the Shares, the Warrants, the shares of Company Common Stock issuable upon exercise of the Warrants and the shares of Company Common Stock issuable upon conversion of the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered paid for in accordance with this Agreement and, as provided in this Agreementapplicable, the terms of the Warrants and the Preferred Stock COD, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, other than restrictions on transfer or resale provided for by or under the issuance thereof will not be subject to any preemptive rights. Articles (b) Except for Company Stock Options covering 4,149,530 shares of Company Common Stock except as of otherwise agreed herein or in the date hereofInvestor Rights Agreement), there are no outstanding optionsapplicable federal and state securities laws, warrants or other rights in or with respect to the unissued shares of capital stock of the Company nor any securities convertible into such stockTransaction Documents, and the Company is not obligated to issue any additional shares of capital stock of the Company liens imposed by or any additional options, warrants through Purchaser or other rights in or with respect to the issued or unissued shares of capital stock of the Company or any other securities convertible into such stock. As used in this Agreement, the term “Company Stock Option” means any option or right to acquire capital stock of the Company, or stock appreciation right payable in cash issued pursuant to any Company Employee Benefit Plan or otherwise. There are no options, warrants, equity securities, calls, rights, commitments or agreements of any character obligating the Company or any Company Subsidiary to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Neither the Company nor any of its Affiliates is a party to or is bound by any, and to the knowledge of the Company, there are no agreements with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company. As used in this Agreement, “Affiliate” means, with respect to any person, any other person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract or otherwiseAffiliates.

Company Capital Stock. (a) As of the date hereof, the The authorized capital stock of the Company consists solely of 400,000,000 1,000,000 shares of Company Common Stock, par value 5.00 per share. As of which 212,503,485 shares are issued and 202,536,758 shares are outstandingthe date hereof, 50,000,000 (i) 369,000 shares of Preferred Stock, none of which are Company Common Stock were issued and outstanding, and 1,000,000 (ii) no shares of preference stockCompany Common Stock were held by the Company in its treasury, par value $2.50 per share(iii) 12,200 shares of Company Common Stock were reserved for issuance pursuant to stock options granted and outstanding under the Eagle National Bank Incentive Stock Option Plan (the "Company Options") and any options issued outside of any plan, none and (iv) 90,000 shares of which are Company Common Stock were reserved for issuance pursuant to the Company's Debentures. All of the issued and outstandingoutstanding shares of Company Common Stock are, and all shares of the Company Common Stock which may be issued upon the conversion of the Company Debentures will be, when issued, duly authorized, validly issued and fully paid and nonassessable. The None of the outstanding shares of Company Common Stock or any shares of the Company Common Stock which may be issued upon the conversion of the Company Debentures will be issued, in violation of any preemptive rights or any provision of the Company's Articles of Incorporation or Bylaws. As of the date of this Agreement, no 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 reserved for any purpose except as set forth above or in violation of any preemptive rights). The Shares will be, as of the Closing, duly authorized by all necessary corporate action on the part Section 5.02 of the Company and, when issued and delivered as provided in this Agreement, will be duly and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive rightsDisclosure Schedule. (b) Except for Company Stock Options covering 4,149,530 shares of Company Common Stock as set forth in Section 5.02 of the date hereofCompany Disclosure Schedule, there are no (i) equity securities of the Company outstanding (other than as 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, debenture 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 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 rights 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 no 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 unissued shares voting of capital stock of the Company nor any securities convertible into such stock, and the Company is not obligated to issue any additional shares of capital stock of the Company or any additional optionsof its Subsidiaries. There are no agreements, warrants arrangements or other rights in commitments with any character pursuant to which any Person is or with respect 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 issued or unissued shares registration of capital stock any securities of the Company or any other securities convertible into such stock. As used in this Agreement, the term “Company Stock Option” means any option or right to acquire capital stock of the Company, or stock appreciation right payable in cash issued pursuant to any Company Employee Benefit Plan or otherwise. its Subsidiaries. (e) There are no options, warrants, equity securities, calls, rights, commitments or agreements of any character obligating the Company or any Company Subsidiary to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Neither the Company nor any of its Affiliates is a party to or is bound by any, and restrictions applicable to the knowledge payment of the Company, there are no agreements with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of dividends on any shares of capital stock or other equity interests of the Company. As used in this Agreement, “Affiliate” means, with respect Company Common Stock except pursuant to any person, any other person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, the TBCA and applicable banking laws and regulations and all dividends and distributions declared prior to the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract or otherwisedate hereof have been fully paid.

Company Capital Stock. (a) As of the date hereof, the The authorized capital stock of the Company consists solely of 400,000,000 200,000,000 shares of Company Common Stock. As of the date of this Agreement, 156,205,887 shares of which 212,503,485 shares are Company Common Stock have been issued and 202,536,758 shares are outstanding, 50,000,000 outstanding and 445,430 shares of Preferred Stock, none of which Company Common Stock are held in treasury. All issued and outstanding, and 1,000,000 shares of preference stock, par value $2.50 per share, none of which are issued and outstanding. 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 preemptive rights (nonassessable and were not issued in violation of any preemptive rights)or similar rights created by statute, the Company Certificate of Incorporation, the Company Bylaws or any agreement to which the Company is a party or by which it is bound. The Shares will beCompany has not violated any applicable federal or state securities or “blue sky” Laws in connection with the offer, sale of issuance of any of the Company Common Stock or other Ownership Interests of the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Common Stock or other Ownership Interests of the Company. Schedule I sets forth, as of the Closing, duly authorized by all necessary corporate action on the part date of the Company and, when issued and delivered as provided in this Agreement, will be duly and validly issued, fully paid and nonassessable, the name of each holder of shares of Company Common Stock and the issuance thereof number of shares of Company Common Stock held of record by each such stockholder. There are no accrued or unpaid dividends with respect to any issued and outstanding Ownership Interests that will not be subject to any preemptive rightssatisfied by the payment of the Merger Consideration hereunder, other than the Company Options Dividend Bonuses. (b) Except As of the date of this Agreement, except as set forth in Schedule I, there are no authorized or outstanding options, warrants, calls, subscriptions, rights of conversion or other rights (including preemptive rights and rights of first refusal), agreements, arrangements or commitments of any kind or character, relating to the Company Common Stock or other Ownership Interests to which any Acquired Company is a party, or by which it is bound, obligating any Acquired Company to issue, deliver or sell, or cause to be issued, delivered or sold, or reserve for issuance any of its Ownership Interests. Schedule I sets forth, as of the date of this Agreement, for each outstanding Company Stock Options covering 4,149,530 Option and each restricted stock award, the name of the holder, the total number of shares of Company Common Stock that are subject to such Company Option or restricted stock award, the date of grant of such Company Option or restricted stock award and the exercise price of the Company Option. All shares of Company Common Stock subject to any Company Option, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for the Company Common Stock and Company Options set forth on Schedule I, there are no Ownership Interests issued or outstanding as of the date hereofof this Agreement. (c) Except as set forth in Schedule I, there are (i) no rights, agreements, arrangements or commitments of any kind or character, whether written or oral, relating to the Ownership Interests of any Acquired Company to which any Acquired Company is a party, or by which it is bound, obligating any Acquired Company to repurchase, redeem or otherwise acquire any issued and outstanding Ownership Interests of any Acquired Company, (ii) no outstanding optionsor authorized Ownership Interests appreciation, warrants phantom stock, profit participation, or other similar rights with respect to any Acquired Company, (iii) no voting trusts, stockholder agreements, proxies or other agreements or understandings in or effect to which any Acquired Company is a party with respect to the unissued shares governance of capital stock any Acquired Company or the voting or transfer of any Ownership Interests of any Acquired Company, and (iv) the Company nor any has no authorized or outstanding bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities convertible into such stock, and having the Company is not obligated right to issue any additional shares of capital stock vote) with the equity holders of the Company or otherwise on any additional options, warrants or other rights in or with respect to the issued or unissued shares of capital stock of the Company or any other securities convertible into such stock. As used in this Agreement, the term “Company Stock Option” means any option or right to acquire capital stock of the Company, or stock appreciation right payable in cash issued pursuant to any Company Employee Benefit Plan or otherwise. There are no options, warrants, equity securities, calls, rights, commitments or agreements of any character obligating the Company or any Company Subsidiary to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Neither the Company nor any of its Affiliates is a party to or is bound by any, and to the knowledge of the Company, there are no agreements with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company. As used in this Agreement, “Affiliate” means, with respect to any person, any other person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract or otherwisematter.

Company Capital Stock. (a) As of the date hereof, the The authorized capital stock of the Company consists solely of 400,000,000 (i) 90,000 shares of Series A Preferred Stock, of which (as of the date hereof) 77,500 shares are issued and outstanding and owned of record as set forth on Section 7B of the Company Disclosure Letter, (ii) 10,000 shares of Series B Preferred Stock, of which (as of the date hereof) 9,471 shares are issued and outstanding and owned of record as set forth on Section 7B of the Company Disclosure Letter and (iii) 1,500,000 shares of Company Common Stock, of which 212,503,485 (as of the date hereof) 996,400 shares are issued and 202,536,758 shares are outstanding, 50,000,000 shares outstanding and owned of Preferred Stock, none record as set forth on Section 7B of which are issued and outstanding, and 1,000,000 shares the Company Disclosure Letter. All of preference stock, par value $2.50 per share, none of which are issued and outstanding. The the outstanding shares of Company Common Capital Stock have been duly authorized and are authorized, validly issued, fully paid and nonassessable, non-assessable and are have not subject to preemptive rights (and were not been issued in violation of any purchase option, call option, right of first refusal, preemptive rights). The Shares will beright, as subscription right or any similar right under any provision of the ClosingDelaware Corporation Law, duly authorized by all necessary corporate action on the part Company’s Charter Documents or any other agreement to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company andor any of its Subsidiaries having the right to vote (or convertible into, when issued and delivered as provided in this Agreementor exchangeable for, will be duly and validly issued, fully paid and nonassessable, and securities having the issuance thereof will not be subject right to vote) on any preemptive rights. (b) Except for Company Stock Options covering 4,149,530 shares of Company Common Stock as of the date hereof, there are no outstanding options, warrants or other rights in or with respect to the unissued shares matters on which holders of capital stock of the Company nor any securities convertible into such stock, and may vote (“Voting Company Debt”). Except as may exist in the Company is not obligated to issue any additional shares of capital stock of the Company or any additional options, warrants or other rights in or with respect to the issued or unissued shares of capital stock of the Company or any other securities convertible into such stock. As used in this Management Equity Agreement, Subscription Agreement or the term “Company Stock Option” means any option or right to acquire capital stock of the CompanyRegistration Rights Agreement, or stock appreciation right payable in cash issued pursuant to any Company Employee Benefit Plan or otherwise. There (x) there are no options, warrants, equity rights, convertible or exchangeable securities, calls, “phantom” stock or other equity rights, commitments stock or agreements other equity appreciation rights, stock or other equity-based performance units, commitments, contracts, arrangements or undertakings of any character obligating kind to which the Company or any Company Subsidiary to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Neither the Company nor any of its Affiliates Subsidiaries is a party to or by which any of them is bound by any, and to the knowledge of the Company, (y) there are no agreements with respect not any outstanding contractual obligations of Buyer to the voting (including voting trusts and proxies) repurchase, redeem or sale or transfer (including agreements imposing transfer restrictions) of otherwise acquire any shares of capital stock or of other equity interests of the Company. As used in this Agreement, “Affiliate” means, with respect to any person, any other person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract or otherwiseBuyer.

Company Capital Stock. (a) As of the date hereof, the The authorized capital stock of the Company consists solely of 400,000,000 15,000,000 shares of Company Common Stockcommon stock, of which 212,503,485 (as of the date hereof) 11,023,384.408 shares are issued and 202,536,758 shares are outstanding, 50,000,000 shares outstanding and owned of Preferred Stock, none record as set forth on Section 5B of which are issued and outstanding, and 1,000,000 shares the Company Disclosure Letter. All of preference stock, par value $2.50 per share, none of which are issued and outstanding. The the outstanding shares of Company Common Capital Stock have been duly authorized and are validly issued, fully full paid and nonassessablenon-assessable, and are not subject to preemptive rights (and were not none of such shares of Company Capital Stock have been issued in violation of any preemptive rights). The Shares will berights of any Person, or, assuming the veracity of all representations and warranties as to investor qualifications and similar matters provided by the purchasers of the Closing, duly authorized by all necessary corporate action on the part such securities under subscription or similar agreements pursuant to which such shares of the Company and, when issued and delivered as provided in this Agreement, will be duly and validly Capital Stock were issued, fully paid and nonassessablesold or granted, and the issuance thereof will not be subject to in violation of any preemptive rights. (b) state or federal securities laws. Except for Company Stock the Options covering 4,149,530 shares (which are held of Company Common Stock record and have the respective exercise prices, as of the date hereof, as set forth on Section 5B of the Company Disclosure Letter) and except as may exist in the Stockholder Agreements, the Subscription Agreement or the Executive Subscription Agreement or as set forth on Section 5B of the Company Disclosure Letter, there are no outstanding optionspurchase, warrants subscription, conversion, exchange, preemptive, drag-along, tag-along, rights of first refusal or other rights in similar rights, warrants, or with respect options to the unissued shares of capital stock of the Company nor purchase or otherwise acquire any securities convertible into such stock, and the Company is not obligated to issue any additional shares of capital stock of the Company or securities or obligations of any additional options, warrants kind convertible into or other rights in exercisable or with respect to the issued or unissued exchangeable for any shares of capital stock of the Company or any other agreement which would require the Company to grant, issue or sell any of its capital stock or securities convertible into or exercisable or exchangeable for, or any options, warrants or rights to purchase, any of such stock. As used in capital stock after the date hereof, other than, for the avoidance of doubt, any rights of Buyer under this Agreement, the term “Company Stock Option” means any option or right Agreement to acquire the outstanding shares of the Company Capital Stock from the Sellers. Other than as contemplated by this Agreement with respect to the treatment of Options, there are no outstanding obligations of the Company as of the date hereof to repurchase, redeem or otherwise acquire or, other than the registration rights in the Stockholders Agreements, to register any of its capital stock of the Company, with any securities exchange or stock appreciation right payable in cash issued pursuant to any Company Employee Benefit Plan or otherwiseGovernmental Entity. There are no optionsoutstanding or authorized stock appreciation, warrantsphantom stock, equity securities, calls, rights, commitments or agreements of any character obligating similar rights with respect to the Company or any Subsidiary thereof. There are no declared and unpaid dividends on any shares of Company Subsidiary to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreementCapital Stock. The Company does has not have issued any outstanding Option intended to qualify as an “incentive stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Neither the Company nor any of its Affiliates is a party to or is bound by any, and to the knowledge option” under Section 422 of the Company, there are no agreements with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company. As used in this Agreement, “Affiliate” means, with respect to any person, any other person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract or otherwiseCode.