Common use of Company Capital Stock Clause in Contracts

Company Capital Stock. As of March 30, 2000, the authorized capital stock of the Company consists solely of 60,000,000 shares of Common Stock, of which 21,913,336 are issued and outstanding (of which 620,511 are held in the Company treasury) and 2,000,000 shares of Preferred Stock of which 583,333 shares of Series A Preferred Stock are authorized and no shares of Preferred Stock are outstanding. As of the date hereof, no shares of Common Stock or Preferred Stock were held in treasury by the Company or otherwise beneficially owned by the Company or its Subsidiaries. The outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, subject to no preemptive 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. As of March 30, 2000, the The authorized capital stock of the Company consists solely of 60,000,000 75,000,000 shares of Company Common Stock, of which 21,913,336 are 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 620,511 are held in the Company treasury) and 2,000,000 shares of Preferred Stock of which 583,333 16,400 were designated shares of Series A Preferred Stock are authorized and no shares were outstanding as of Preferred Stock are outstandingthe close of business on April 4, 2017. As of the date hereofApril 4, no 2017, (A) 19,755 shares of Company Common Stock or Preferred are issuable upon the exercise of outstanding Company Options, (B) 292,031 shares of Company Common Stock were 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 beneficially owned directly or indirectly by the Company or its Subsidiariesany 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, 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. As of March 30, 2000, the authorized capital stock of the Company consists solely of 60,000,000 shares of Common Stock, of which 21,913,336 are issued and outstanding (of which 620,511 are held in the Company treasury) and 2,000,000 shares of Preferred Stock of which 583,333 shares of Series A Preferred Stock are authorized and no shares of Preferred Stock are outstanding. As of the date hereofOriginal Agreement Date, no shares of Common Stock or Preferred Stock were held in treasury by the Company or otherwise beneficially owned by the Company or its Subsidiaries. The outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, subject to no preemptive 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. As of March 30, 2000, the The authorized capital stock of the Company consists solely of 60,000,000 (i) 125,000,000 shares of Common Stock, of which 21,913,336 30,402,875 shares are issued and outstanding (of which 620,511 are held in immediately prior to the Company treasury) and 2,000,000 Closing, 25,000,000 shares of Preferred Stock of which 583,333 shares of Series A Preferred Stock are authorized and the Company’s Class B Common Stock, par value $0.01 per share, no shares of Preferred Stock are outstanding. As which were issued and outstanding as of the date hereof, no and (ii) 10,000,000 shares of Common Stock or Preferred Stock were held in treasury by the Company’s preferred stock, par value $0.01 per share, of which 200,000 shares are issued and outstanding as of the date hereof. All of the Company’s issued shares of capital stock of the Company or otherwise beneficially owned by the Company or its Subsidiaries. The outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, subject to no preemptive rightsnon-assessable, and were issued in compliance with federal and state securities laws and not issued in violation of any preemptive rightsright, resale right, right of first refusal or similar right. Each All of the outstanding Company’s options, warrants and other rights to purchase or exchange any securities for shares of 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 issued shares of capital stock of each Subsidiary of the Company's Subsidiaries Company have been duly authorized, authorized and validly issued and issued, are fully paid and nonassessable non-assessable and not subject to any preemptive right and owned, either are owned directly or indirectly, indirectly by the Company Company, free and clear of all Encumbrances. Except liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims as set forth on would not, individually or in the Disclosure Scheduleaggregate, other than Options reasonably be expected 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 Subsidiarieshave a Material Adverse Effect.