Common use of Company Capitalization Clause in Contracts

Company Capitalization. (a) The authorized capital stock of the Company currently consists exclusively of: (i) 500,000 shares of Company Common Stock, of which, as of the date of this Agreement (the “Company Capitalization Date”), 353,083 shares were issued and outstanding, and 7,000 shares were held in treasury of the Company, (ii) 300 shares of Company Preferred Stock, of which 300 shares were issued and outstanding as of the Company Capitalization Date, (iii) 3,500 shares of undesignated preferred stock, of which no shares were issued and outstanding as of the Company Capitalization Date, and (iv) 6,800 shares of series C preferred stock, of which no shares were issued and outstanding as of the Company Capitalization Date. The Company does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the stockholders of the Company on any matter. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. (b) As of the Company Capitalization Date, no shares of Company Capital Stock were reserved for issuance. (c) Other than the Company Phantom Stock, no equity-based awards were outstanding as of the Company Capitalization Date. Since December 31, 2022 through the date hereof, the Company has not: (i) issued or repurchased any shares of Company Common Stock or other equity securities of the Company, or (ii) issued or awarded any options, stock appreciation rights, restricted shares, restricted stock units, deferred equity units, awards based on the value of Company Common Stock or any other equity-based awards. Since December 31, 2022 through the date of this Agreement, neither the Company nor any of its Subsidiaries has accelerated the vesting of or lapsing of restrictions with respect to any stock-based compensation awards or long-term incentive compensation awards. (d) None of the shares of Company Common Stock were issued in violation of any federal or state securities laws or any other applicable Legal Requirement. As of the date of this Agreement, other than the Company Phantom Stock, there are: (i) no outstanding subscriptions, Contracts, conversion privileges, options, warrants, calls or other rights obligating the Company or any of its Subsidiaries to issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of capital stock of the Company or any of its Subsidiaries; and (ii) no contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any equity security of the Company or its Subsidiaries, or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of the Company or its Subsidiaries. Other than its Subsidiaries or as set forth on Section 3.5(d) of the Company Disclosure Schedules, the Company does not own, nor has any Contract to acquire, any equity interests or other securities of any Person or any direct or indirect equity or ownership interest in any other business.

Company Capitalization. (a) The authorized capital stock of the Company currently consists exclusively of: (i) 500,000 4,000,000 shares of Company Common Stock, of which, as of the date of this Agreement December 31, 2016 (the “Company Capitalization Date”), 353,083 592,256 shares were issued and outstanding, ; and 7,000 (ii) 250,000 shares were held in treasury of the Company’s preferred stock, no par value per share (ii) 300 shares of “Company Preferred Stock, of which 300 shares were issued and outstanding as of the Company Capitalization Date, (iii) 3,500 shares of undesignated preferred stock”), of which no shares were issued and outstanding as of the Company Capitalization Date, and (iv) 6,800 shares of series C preferred stock, of which no shares were issued designated and outstanding as of the Company Capitalization Date. The Company does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the stockholders of the Company on any matter. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. (b) As of the Company Capitalization Date, no shares of Company Capital Stock were reserved for issuance. (c) Other than the Company Phantom Stock, no No equity-based awards were outstanding as of the Company Capitalization Date. Since December 31, 2022 the Company Capitalization Date through the date hereof, the Company has not: (i) issued or repurchased any shares of Company Common Stock or Company Preferred Stock or other equity securities of the Company, or (ii) issued or awarded any options, stock appreciation rights, restricted shares, restricted stock units, deferred equity units, awards based on the value of Company Common Stock or any other equity-based awards. Since December 31, 2022 From the Company Capitalization Date through the date of this Agreement, neither the Company nor any of its Subsidiaries has has: (A) accelerated the vesting of or lapsing of restrictions with respect to any stock-based compensation awards or long-term incentive compensation awards; (B) with respect to executive officers of the Company or its Subsidiaries, entered into or amended any employment, severance, change in control or similar agreement (including any agreement providing for the reimbursement of excise taxes under Section 4999 of the Code); or (C) adopted or materially amended any Company Benefit Plan. (d) None of the shares of Company Common Stock were issued in violation of any federal or state securities laws or any other applicable Legal Requirement. As of the date of this Agreement, other than the Company Phantom Stock, Agreement there are: (i) no outstanding subscriptions, Contracts, conversion privileges, options, warrants, calls or other rights obligating the Company or any of its Subsidiaries to issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of capital stock of the Company or any of its Subsidiaries; and (ii) no contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any equity security of the Company or its Subsidiaries, Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of the Company or its Subsidiaries. Except as permitted by this Agreement, since the Company Capitalization Date, no shares of Company Common Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company or any of its Subsidiaries and no dividends or other distributions payable in any equity securities of the Company or any of its Subsidiaries have been declared, set aside, made or paid to the stockholders of the Company. Other than its Subsidiaries or as set forth on Section 3.5(d) of the Company Disclosure SchedulesSubsidiaries, the Company does not own, nor has any Contract to acquire, any equity interests or other securities of any Person or any direct or indirect equity or ownership interest in any other business.

Company Capitalization. (a) The authorized capital stock of the Company currently consists exclusively of: (i) 500,000 of 10,000,000 shares of Company Common Stock, of which, as of the date of this Agreement (the “Company Capitalization Date”), 353,083 3,483,457 shares were issued and outstanding, and 7,000 no shares were held in treasury of the Company, (ii) 300 shares of Company Preferred Stock, of which 300 shares were issued and outstanding as of the Company Capitalization Date, (iii) 3,500 shares of undesignated preferred stock, of which no shares were issued and outstanding as of the Company Capitalization Date, and (iv) 6,800 shares of series C preferred stock, of which no shares were issued and outstanding as of the Company Capitalization Date. The Company does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the stockholders of the Company on any matter. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. (b) As of the Company Capitalization Date, no shares of Company Capital Common Stock were reserved for issuanceissuance except for 284,870 shares of Company Common Stock reserved for issuance in connection with the Company Stock Options. (c) Other than the Company Phantom StockStock Options, no equity-based awards were outstanding as of the Company Capitalization Date. Since December 31, 2022 the Company Capitalization Date through the date hereof, the Company has not: (i) issued or repurchased any shares of Company Common Stock or other equity securities of the Company, or (ii) issued or awarded any options, stock appreciation rights, restricted shares, restricted stock units, deferred equity units, awards based on the value of Company Common Stock or any other equity-based awards. Since December 31, 2022 From the Company Capitalization Date through the date of this Agreement, neither the Company nor any of its Subsidiaries has has: (A) accelerated the vesting of or lapsing of restrictions with respect to any stock-based compensation awards or long-term incentive compensation awards; (B) with respect to executive officers of the Company or its Subsidiaries, entered into or amended any employment, severance, change in control or similar agreement (including any agreement providing for the reimbursement of excise taxes under Section 4999 of the Code); or (C) adopted or materially amended any Company Benefit Plan. (d) None of the shares of Company Common Stock were issued in violation of any federal or state securities laws or any other applicable Legal Requirement. As of the date of this Agreement, other than the Company Phantom Stock, Agreement there are: (i) no outstanding subscriptions, Contracts, conversion privileges, options, warrants, calls or other rights obligating the Company or any of its Subsidiaries to issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of capital stock of the Company or any of its Subsidiaries, other than the Company Stock Options; and (ii) no contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any equity security of the Company or its Subsidiaries, or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of the Company or its Subsidiaries. Other than its Subsidiaries or as set forth on Section 3.5(d) of the Company Disclosure SchedulesSubsidiaries, the Company does not own, nor has any Contract to acquire, any equity interests or other securities of any Person or any direct or indirect equity or ownership interest in any other business.

Company Capitalization. (a) The authorized capital stock of the Company currently consists exclusively of: of (i) 500,000 50,000,000 shares of Company Common Stock, and (ii) 40,000,000 shares of whichpreferred stock, as par value $0.01 per share, of the date Company, of this Agreement which 5,000,000 shares have been designated as the Company Series B Preferred Stock. As of the close of business in Chicago, Illinois on April 24, 2018 (such time and date, the “Company Capitalization Date”): (A) 33,307,647 shares of Company Common Stock were issued and outstanding (which includes shares of Company Common Stock subject to Company Restricted Stock Awards and shares of Company Common Stock held by the Company as treasury shares), 353,083 (B) 1,637,786 shares of Company Series B Preferred Stock were issued and outstanding, and 7,000 shares were held in treasury of the Company, (iiC) 300 87,202 shares of Company Preferred Stock, of which 300 shares Common Stock were issued and outstanding as of held by the Company Capitalization Date, (iii) 3,500 shares of undesignated preferred stock, of which no shares were issued and outstanding as of the Company Capitalization Date, and (iv) 6,800 shares of series C preferred stock, of which no shares were issued and outstanding as of the Company Capitalization Date. The Company does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the stockholders of the Company on any mattertreasury shares. All of the issued and outstanding shares of Company Common Stock have been duly authorized and Company Series B Preferred Stock are validly issued and are issued, fully paid, nonassessable and free of any preemptive rights. (b) As of the Company Capitalization Date, no there were 4,971,343 shares of Company Capital Common Stock were reserved for issuancefuture issuance under the Company Stock Plans and 205,424 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the Capitalization Date, there were (i) outstanding Company Options to purchase 1,936,234 shares of Company Common Stock and (ii) outstanding Company Restricted Stock Awards covering 1,313,421 shares of Company Common Stock. Section 3.6(b)(i) of the Company Disclosure Letter sets forth, with respect to each outstanding Company Option as of the Capitalization Date, the name of the holder of such Company Option, the number of shares of Company Common Stock issuable upon the exercise of such Company Option, the exercise price of such Company Option, the expiration date of such Company Option, the date on which such Company Option was granted, the vesting schedule for such Company Option, the Company Stock Plan under which such Company Option was granted and whether such Company Option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. Section 3.6(b)(ii) of the Company Disclosure Letter sets forth, with respect to each outstanding Company Restricted Stock Award as of the Capitalization Date, the name of the holder of such award, the number of shares of Company Common Stock subject to such award, the date of grant of such award, the Company Stock Plan under which such Company Restricted Stock Award was granted (if any) and the applicable vesting and/or settlement schedule. (c) Other than the Company Phantom Stock, no equity-based awards were outstanding as As of the Company Capitalization Date. Since December 31, 2022 through the date hereof, the Company has not: (i) issued or repurchased any there were 357,142 shares of Company Common Stock reserved for future issuance pursuant to the terms of outstanding Company Warrants. Section 3.6(b)) of the Company Disclosure Letter sets forth, with respect to each outstanding Company Warrant as of the Capitalization Date, the name of the holder of such Company Warrant, the number of shares of Company Common Stock issuable upon the exercise of such Company Warrant, the exercise price of such Company Warrant, the expiration date of such Company Warrant, and the date on which such Company Warrant was granted. (d) Except as set forth in this Section 3.6, as of the Capitalization Date, (x) there are no issued, reserved for issuance or outstanding (i) shares of capital stock of, or other equity or voting interest in, the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) options, warrants or other rights to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, or (iiiv) issued or awarded any options, stock appreciation rights, restricted shares, restricted stock units, deferred equity units, awards based on the value obligations of Company Common Stock or any other equity-based awards. Since December 31, 2022 through the date of this Agreement, neither the Company nor to grant, extend or enter into any of its Subsidiaries has accelerated the vesting of subscription, warrant, right, convertible or lapsing of restrictions with respect exchangeable security or other similar Contract relating to any stock-based compensation awards capital stock of, or long-term incentive compensation awards. other equity or voting interest (dincluding any voting debt) None in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the capital stock of the shares of Company, being referred to collectively as “Company Common Stock were issued in violation of any federal or state securities laws or any Securities”) and (y) there are no other applicable Legal Requirement. As of the date of this Agreement, other than the Company Phantom Stock, there are: (i) no outstanding subscriptions, Contracts, conversion privileges, options, warrants, calls or other rights obligating obligations by the Company or any of its Subsidiaries to issue, sell make any payments based on the price or otherwise dispose of, or to purchase, redeem or otherwise acquire, value of any shares of capital stock of the Company or any of its Subsidiaries; and (ii) Securities. There are no contractual outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares Company Securities. (e) Neither the Company nor any of its Subsidiaries is a party to any Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company. (f) No Company Securities are owned by any Subsidiary of the Company. (g) The Company does not have outstanding any bonds, debentures, notes or other indebtedness having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the holders of capital stock of the Company on any matter. (h) With respect to each grant of Company Options, Company Restricted Stock Awards and Company Warrants, (i) each such grant was made in accordance with the terms of the Company Stock Plan under which such award was granted and in all material respects in accordance with applicable Law (including rules of the Nasdaq), and (ii) each Company Option was granted with an exercise price per share of Company Common Stock equal to or greater than the fair market value of a share of Company Common Stock on the date of such grant. (i) There are no stockholder agreements, voting trusts, investor rights agreements, registration rights agreements or other analogous agreements or understandings to which the Company is a party and that relate to any equity security of the Company or its Subsidiaries, or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of the Company. (j) The Company or its Subsidiaries. Other than its Subsidiaries or has made available to Parent complete and accurate copies of all Company Stock Plans and the forms of all stock option agreements evidencing outstanding Company Options and restricted stock award agreements evidencing outstanding Company Restricted Stock Awards, as set forth on Section 3.5(d) well as copies of any award agreements for any outstanding awards under the Company Disclosure Schedules, the Company does not own, nor has any Contract to acquire, any equity interests or other securities of any Person or any direct or indirect equity or ownership interest in any other businessStock Plans.