Common use of Parent Capital Structure Clause in Contracts

Parent Capital Structure. The authorized capital stock of Parent consists of 150,000,000 shares of Common Stock, par value $0.01 per share, of which 66,054,041 shares are issued and outstanding as of April 19, 2000 and 1,000,000 shares of Preferred Stock, par value $0.01 per share, of which no shares are issued or outstanding. The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, par value $0.001 per share, all of which, as of the date hereof, are issued and outstanding and are held by Parent. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. As of April 2, 2000, 17,138,042 shares of Parent Common Stock were reserved for issuance to employees, consultants and non-employee directors pursuant to Parent's 1997 Supplemental Stock Option Plan, Restated 1987 Stock Option Plan and Komag Material Technology, Inc. Stock Option Plan (the "PARENT STOCK OPTION PLAN"), under which options are outstanding for 14,011,761 shares and under which 3,126,281 shares are available for grant as of April 2, 2000. As of April 2, 2000, 7,400,000 shares of Parent Common Stock reserved for issuance under the 1988 Employee Stock Purchase Plan (the "PARENT ESPP"). All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable.

Parent Capital Structure. The authorized capital stock of Parent consists of 150,000,000 100,000,000 shares of Common Stock, par value $0.01 per share, of which 66,054,041 16,391,376 shares are were issued and outstanding as of April 1930, 2000 2001, and 1,000,000 5,000,000 shares of undesignated Preferred Stock, par value $0.01 per sharepar value, of which no shares are issued or outstanding. The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, par value $0.001 0.01 per share, all of which, as of the date hereof, are issued and outstanding and are held by Parent. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. As of April 230, 20002001, 17,138,042 Parent had reserved an aggregate of 4,075,606 shares of Parent Common Stock were reserved Stock, net of exercises, for issuance to employees, consultants and non-employee directors pursuant to Parent's 1997 Supplemental Stock Option Plan, Restated 1987 2000 Nonstatutory Stock Option Plan and Komag Material Technology, Inc. Stock 1999 Director Option Plan (the "PARENT STOCK OPTION PLANPLANS"), under which options are outstanding for 14,011,761 2,616,238 shares and under which 3,126,281 1,459,368 shares are available for grant as of April 230, 20002001. As of April 230, 20002001, 7,400,000 Parent had reserved an aggregate of 350,000 shares of Parent Common Stock reserved for issuance to employees under the 1988 Parent's 1999 Employee Stock Purchase Plan (the "PARENT ESPP"). All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable.

Parent Capital Structure. The authorized capital stock of Parent consists of 150,000,000 800,000,000 shares of Common Stock, par value $0.01 0.0001 per share, of which 66,054,041 332,405,516 shares are issued and outstanding as of April 19June 21, 2000 and 1,000,000 10,000,000 shares of Preferred Stock, no par value $0.01 per sharevalue, of which no shares are issued or outstanding. The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, no par value $0.001 per sharevalue, all of which, as of the date hereof, are issued and outstanding and are held by Parent. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. As of April 2June 21, 2000, 17,138,042 Parent had reserved an aggregate of 85,182,398 shares of Parent Common Stock were reserved Stock, net of exercises, for issuance to employees, consultants and non-employee directors pursuant to Parent's 1997 Supplemental Stock Option Plan, Restated 1987 Stock Option Plan and Komag Material Technology, Inc. Parent's 1999 Nonstatutory Stock Option Plan (the "PARENT STOCK OPTION PLANParent Stock Option Plans"), under which options are outstanding for 14,011,761 65,682,345 shares and under which 3,126,281 19,500,033 shares are available for grant as of April 2June 21, 2000. As of April 2June 21, 2000, 7,400,000 Parent had reserved an aggregate of 2,892,052 shares of Parent Common Stock reserved for issuance under the 1988 Employee to holders of warrants to purchase Parent Common Stock Purchase Plan (the "PARENT ESPPParent Warrants"). All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable.

Parent Capital Structure. The authorized capital stock of Parent consists of 150,000,000 900,000,000 shares of Common Stock, par value $0.01 0.0001 per share, of which 66,054,041 there were 230,115,,485 shares are issued and outstanding as of April 19June 30, 2000 and 1,000,000 15,000,000 shares of Preferred Stock, par value $0.01 0.0001 per share, of which no shares are one share was issued or and outstanding. The authorized capital stock of Merger Sub consists of 1,000 100 shares of Common Stock, par value $0.001 0.0001 per shareshare (the "MERGER SUB COMMON STOCK"), all of which, as of the date hereof, are issued and outstanding and are held by Parent. All outstanding shares of Parent Common Stock, Parent Preferred Stock and Merger Sub Common Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent or Merger Sub, respectively, or any agreement or document to which Parent or Merger Sub is a party or by which it is bound. As of April 2June 30, 2000, 17,138,042 Parent had reserved an aggregate of 45,967,866 shares of Parent Common Stock were reserved Stock, net of exercises, for issuance to employees, consultants and non-employee directors pursuant to Parent's 1997 Supplemental 1996 Flexible Stock Option Plan, Restated 1987 Stock Option Plan and Komag Material Technology, Inc. Stock Option Incentive Plan (the "PARENT STOCK OPTION PLAN"), under which options are outstanding for 14,011,761 25,489,533 shares and under which 3,126,281 11,356,009 shares are available for grant as of April 2June 30, 2000. As of April 2June 30, 2000, 7,400,000 7,904,794 shares were reserved for issuance pursuant to options granted outside the Parent Stock Option Plan. As of June 30, 2000, there were 18,965,024 warrants outstanding to purchase shares of Parent Common Stock reserved for issuance under the 1988 Employee Stock Purchase Plan (the "PARENT ESPP")Stock. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable.

Parent Capital Structure. The authorized capital stock of Parent consists of 150,000,000 shares of Common Stock, par value $0.01 per share, of which 66,054,041 shares are issued and outstanding as of April 19, 2000 and 1,000,000 shares of Preferred Stock, par value $0.01 per share, of which no shares are issued or outstanding. The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, par value $0.001 per share, all of which, as of the date hereof, are issued and outstanding and are held by Parent. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-non- assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. As of April 2, 2000, 17,138,042 shares of Parent Common Stock were reserved for issuance to employees, consultants and non-employee directors pursuant to Parent's 1997 Supplemental Stock Option Plan, Restated 1987 Stock Option Plan and Komag Material Technology, Inc. Stock Option Plan (the "PARENT STOCK OPTION PLAN"), under which options are outstanding for 14,011,761 shares and under which 3,126,281 shares are available for grant as of April 2, 2000. As of April 2, 2000, 7,400,000 shares of Parent Common Stock reserved for issuance under the 1988 Employee Stock Purchase Plan (the "PARENT ESPP"). All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable.

Parent Capital Structure. (a) The authorized capital stock of Parent consists of 150,000,000 of: (A) 560,000,000 shares of Common Stock, par value $0.01 per share, of which 66,054,041 shares are issued and outstanding as of April 19, 2000 and 1,000,000 shares of Preferred Stock, par value $0.01 per share, of which no shares are issued or outstanding. The authorized capital stock of Merger Sub consists of 1,000 shares of Parent Common Stock, par value $0.001 per share and (B) 40,000,000 shares of preferred stock, par value $0.001 per share, all of whichwhich (x) 100,000 shares have been designated as Series A Preferred Stock (the "PARENT SERIES A PREFERRED STOCK") and (y) 15,000,000 shares have been designated as Series B Preferred Stock (the "PARENT SERIES B PREFERRED STOCK"). At the close of business on April 30, as of the date hereof, are issued and outstanding and are held by Parent. All outstanding 2007: (i) 176,390,889 shares of Parent Common Stock are duly authorizedwere issued and outstanding, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws excluding shares of Parent or any agreement or document to which Common Stock held by Parent is a party or in its treasury, (ii) 3,132,119 shares of Parent Common Stock were issued and held by which it is bound. As Parent in its treasury, (iii) no shares of April 2Parent Series A Preferred Stock were issued and outstanding, 2000, 17,138,042 (iv) 3,562,238 shares of Parent Series B Preferred Stock were issued and outstanding and (v) not more than 18,470,116 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee and director stock options to employees, consultants and non-employee directors pursuant to Parent's 1997 Supplemental Stock Option Plan, Restated 1987 Stock Option Plan and Komag Material Technology, Inc. Stock Option Plan (the "PARENT STOCK OPTION PLAN"), under which options are outstanding for 14,011,761 purchase shares and under which 3,126,281 shares are available for grant as of April 2, 2000Parent Common Stock. As of April 2, 2000, 7,400,000 No shares of Parent Common Stock reserved for issuance under the 1988 Employee Stock Purchase Plan (the "PARENT ESPP")are owned or held by any subsidiary of Parent. All of the outstanding shares of capital stock of Parent Common Stock subject to issuance are, and all shares of capital stock of Parent which may be issued as aforesaidcontemplated or permitted by this Agreement will be, upon issuance on the terms when issued, duly authorized and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to any preemptive rights. There are no declared or accrued but unpaid dividends with respect to any shares of capital stock of Parent.

Parent Capital Structure. The authorized capital stock of Parent consists of 150,000,000 800,000,000 shares of Common Stock, par value $0.01 0.0001 per share, of which 66,054,041 332,405,516 shares are issued and outstanding as of April 19June 21, 2000 and 1,000,000 10,000,000 shares of Preferred Stock, no par value $0.01 per sharevalue, of which no shares are issued or outstanding. The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, no par value $0.001 per sharevalue, all of which, as of the date hereof, are issued and outstanding and are held by Parent. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. As of April 2June 21, 2000, 17,138,042 Parent had reserved an aggregate of 85,182,398 shares of Parent Common Stock were reserved Stock, net of exercises, for issuance to employees, consultants and non-employee directors pursuant to Parent's 1997 Supplemental Stock Option Plan, Restated 1987 Stock Option Plan and Komag Material Technology, Inc. Parent's 1999 Nonstatutory Stock Option Plan (the "PARENT STOCK OPTION PLANPLANS"), under which options are outstanding for 14,011,761 65,682,345 shares and under which 3,126,281 19,500,033 shares are available for grant as of April 2June 21, 2000. As of April 2June 21, 2000, 7,400,000 Parent had reserved an aggregate of 2,892,052 shares of Parent Common Stock reserved for issuance under the 1988 Employee to holders of warrants to purchase Parent Common Stock Purchase Plan (the "PARENT ESPPWARRANTS"). All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable.