Common use of Parent Capital Structure Clause in Contracts

Parent Capital Structure. In the case of Parent, the authorized capital stock of Parent consists of 400,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of June 12, 2023 (the “Measurement Date”), (i) 207,993,589 shares of Parent Common Stock (excluding treasury shares) were issued and outstanding, (ii) 96,934,050 shares of Parent Common Stock were held by Parent in its treasury and (iii) no shares of Parent Preferred Stock were issued and outstanding. All of the outstanding shares of Parent Common Stock have been, and all shares of Parent Common Stock to be issued pursuant to this Agreement will be, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, and none of the shares of Parent Common Stock to be issued pursuant to this Agreement will be issued in violation of any applicable Laws or any preemptive or similar rights. Parent has no shares of Parent Common Stock or Parent Preferred Stock reserved for issuance, except that, as of the Measurement Date, there were (a) 4,206,946 shares of Parent Common Stock reserved for future issuance under the Parent Stock Plans, (b) 2,242,650 shares of Parent Common Stock subject to outstanding options to purchase Parent Common Stock (each, a “Parent Option”) having a weighted average exercise price of $22.04 per share, (c) 3,512,030 shares of Parent Common Stock subject to outstanding Parent restricted stock units granted under the Parent Stock Plans (each, a “Parent RSU”) and (d) 3,777,400 shares of Parent Common Stock subject to outstanding performance stock units (assuming maximum performance) granted under the Parent Stock Plans (each, a “Parent PSU” and, together with each Parent RSU, Parent Option and Parent PSU, the “Parent Equity Awards”). Each of the outstanding shares of capital stock or other securities of each of Parent’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and each of the outstanding shares of capital stock or other securities of each of Parent’s Significant Subsidiaries is owned beneficially and of record by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any pledge, lien, charge, option, hypothecation, mortgage, security interest, adverse right, restriction, prior assignment, license, sublicense or any other encumbrance of any kind or nature whatsoever, whether contingent or absolute, or any agreement, option, right or privilege (whether by Law, Contract or otherwise) capable of becoming any of the foregoing (an “Encumbrance”, and any action of correlative meaning, to “Encumber”) (excluding such transfer restrictions of general applicability as may be provided under the Securities Act, the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions). As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, call agreements, understandings, claims or other agreements, commitments or rights of any type relating to the issuance, sale, redemption, or transfer by Parent of any equity securities of Parent or its Subsidiaries, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent or its Subsidiaries and neither Parent nor any of its Subsidiaries has any obligation to issue any additional securities or to pay for or repurchase any securities of Parent or its Subsidiaries. The shares of Parent Common Stock are, and the shares of Parent Common Stock to be issued pursuant to this Agreement will be, registered under the Exchange Act. Since the Measurement Date and through the date of this Agreement, Parent has not (A) issued any shares of Parent Common Stock (other than upon the exercise or settlement (as applicable) of Parent Options, Parent RSUs or Parent PSUs outstanding as of the Measurement Date) or (B) granted any Parent Equity Awards or similar awards. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.

Parent Capital Structure. In the case of Parent, the (a) The authorized capital stock of Parent consists of 400,000,000 of: (i) 230,277,660 shares of Parent Common Stock, $0.01 par value, of which 200,000,000 shares have been designated Series A Common Stock, 15,400,000 shares have been designated Series B Common Stock and 1,000,000 14,877,660 shares have been designated Series K Common Stock, of which 105,329,712 shares of preferred stockSeries A Common Stock, par value $0.01 per share (the “Parent Preferred Stock”). As of June 12, 2023 (the “Measurement Date”), (i) 207,993,589 15,400,000 shares of Parent Series B Common Stock (excluding treasury shares) were and 2,609,707 shares of Series K Common Stock had been issued and outstandingwere outstanding as of January 15, 1999; and (ii) 96,934,050 9,650,000 shares of Parent Common Stock were held by Parent in its treasury and (iii) Preferred Stock, $0.01 par value per share, of which no shares of Parent Preferred Stock were have been issued and outstandingare outstanding as of the date of this Agreement. All of the outstanding shares of Parent Parent's Common Stock and Preferred Stock have beenbeen duly authorized and validly issued, and all are fully paid and nonassessable. (b) As of January 15, 1999: (i) 9,035,138 shares of Parent Common Stock were subject to be issued issuance pursuant to this Agreement will be, duly authorized, validly issued, fully paid outstanding options to purchase Common Stock under Parent's stock option plans; and nonassessable and free of preemptive rights, and none of the (ii) 768,055 shares of Parent Common Stock to be issued pursuant to this Agreement will be issued in violation of any applicable Laws or any preemptive or similar rights. Parent has no shares of Parent Common Stock or Parent Preferred Stock reserved for issuance, except that, as of the Measurement Date, there were (a) 4,206,946 shares of Parent Common Stock reserved for future issuance under Parent's 1997 Employee Stock Purchase Plan (the "PARENT PURCHASE PLAN"). (Stock options granted by Parent Stock Plans, (b) 2,242,650 pursuant to Parent's stock option plans are referred to in this Agreement as "PARENT OPTIONS"). Parent has made available to the Company accurate and complete copies of all stock option plans pursuant to which Parent has granted stock options that are currently outstanding and the form of all stock option agreements evidencing such options. All shares of Parent Common Stock subject to outstanding options issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to purchase Parent Common Stock (eachwhich they are issuable, a “Parent Option”) having a weighted average exercise price of $22.04 per share, (c) 3,512,030 shares of Parent Common Stock subject to outstanding Parent restricted stock units granted under the Parent Stock Plans (each, a “Parent RSU”) and (d) 3,777,400 shares of Parent Common Stock subject to outstanding performance stock units (assuming maximum performance) granted under the Parent Stock Plans (each, a “Parent PSU” and, together with each Parent RSU, Parent Option and Parent PSU, the “Parent Equity Awards”). Each of the outstanding shares of capital stock or other securities of each of Parent’s Subsidiaries is would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Parent Common Stock, all outstanding Parent Options, and each of the all outstanding shares of capital stock or other securities of each subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and, to Parent’s Significant Subsidiaries is owned beneficially 's knowledge, all other applicable Legal Requirements and (ii) all material requirements set forth in applicable Contracts. (d) The authorized capital stock of record Merger Sub consists of 1000 shares of Common Stock, $0.001 par value, of which 1000 shares have been issued and are outstanding and held by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any pledge, lien, charge, option, hypothecation, mortgage, security interest, adverse right, restriction, prior assignment, license, sublicense or any other encumbrance of any kind or nature whatsoever, whether contingent or absolute, or any agreement, option, right or privilege (whether by Law, Contract or otherwise) capable of becoming any of the foregoing (an “Encumbrance”, and any action of correlative meaning, to “Encumber”) (excluding such transfer restrictions of general applicability as may be provided under the Securities Act, the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions). As of the date of this Agreement. All of the outstanding shares of Merger Sub's Common Stock have been duly authorized and validly issued, there and are fully paid and nonassessable. There are no outstanding subscriptionsequity securities, options, warrants, puts, call agreements, understandings, claims partnership interests or other agreements, commitments or rights similar ownership interests of any type relating to the issuance, sale, redemptionclass of Merger Sub equity security, or transfer by Parent of any equity securities of Parent or its Subsidiaries, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent or its Subsidiaries and neither Parent nor any of its Subsidiaries has any obligation to issue any additional securities or to pay for or repurchase any securities of Parent or its Subsidiaries. The shares of Parent Common Stock are, and the shares of Parent Common Stock to be issued pursuant to this Agreement will be, registered under the Exchange Act. Since the Measurement Date and through the date of this Agreement, Parent has not (A) issued any shares of Parent Common Stock (other than upon the exercise or settlement (as applicable) of Parent Options, Parent RSUs or Parent PSUs outstanding as of the Measurement Date) or (B) granted any Parent Equity Awards or similar awards. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any mattersuch equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding.

Parent Capital Structure. In (a) As of the case of Parentdate hereof, the authorized capital stock of Parent consists of 400,000,000 (i) 1,000,000,000 shares of Parent Common Stock Stock, of which 331,552,085 shares were issued and 1,000,000 outstanding as of May 15, 2002 and (ii) 10,000,000 shares of preferred stock, par value $0.01 0.00001 per share (share, of the “Parent Preferred Stock”)Company, of which no shares are issued and outstanding as of the date hereof. As of June 12May 15, 2023 (the “Measurement Date”)2002, (i) 207,993,589 other than Parent's 4.75% Convertible Subordinated Notes due March 15, 2007, there were other securities convertible into 32,835 shares of Parent Common Stock (excluding treasury shares) were issued and outstanding, (ii) 96,934,050 shares of Parent Common Stock were held by Parent in its treasury and (iii) no shares of Parent Preferred Stock were issued and outstanding. All of the outstanding shares of Parent Company Common Stock have been, and all shares of Parent Common Stock to be issued pursuant to this Agreement will be, are duly authorized, validly issued, fully paid and nonassessable non-assessable and free not subject to preemptive rights created by statute, the certificate of preemptive rightsincorporation or bylaws of Parent, and none of the or any agreement to which Parent is a party or by which it is bound. All outstanding shares of Parent Common Stock to be issued pursuant to this Agreement will be and Parent Options have been issued in violation of compliance with all applicable federal, state, foreign, or local statues, laws, rules, or regulations, including federal and state securities laws. There are no declared or accrued but unpaid dividends with respect to any applicable Laws or any preemptive or similar rights. Parent has no shares of Parent Common Stock or Parent Preferred Stock reserved for issuance, except that, as of the Measurement Date, there were (a) 4,206,946 shares of Stock. The Parent Common Stock reserved for future issuance under that constitutes the Parent Stock Plans, (b) 2,242,650 shares of Parent Common Stock subject to outstanding options to purchase Parent Common Stock (each, a “Parent Option”) having a weighted average exercise price of $22.04 per share, (c) 3,512,030 shares of Parent Common Stock subject to outstanding Parent restricted stock units granted under the Parent Stock Plans (each, a “Parent RSU”) and (d) 3,777,400 shares of Parent Common Stock subject to outstanding performance stock units (assuming maximum performance) granted under the Parent Stock Plans (each, a “Parent PSU” and, together with each Parent RSU, Parent Option and Parent PSU, the “Parent Equity Awards”). Each of the outstanding shares of capital stock or other securities of each of Parent’s Subsidiaries is Consideration has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessablenon-assessable. (b) Except for the Juniper Networks, Inc. Amended and each of Restated 1999 Stock Plan, the outstanding shares of capital Juniper Networks, Inc. 2000 Nonstatutory Stock Option Plan, the Juniper Networks 1999 Employee Stock Purchase Plan, the Micro Magic Inc. 1995 Stock Option Plan, the Micro Magic Inc. 2000 Stock Option Plan, the Pacific Broadband Communications, Inc. 2000 Stock Incentive Plan and the Layer 5 1999 Stock Incentive Plan (the "Parent Plans"), Parent has never adopted or maintained any stock option plan or other securities of each of Parent’s Significant Subsidiaries is owned beneficially and of record by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear plan providing for equity compensation of any pledge, lien, charge, option, hypothecation, mortgage, security interest, adverse right, restriction, prior assignment, license, sublicense or any other encumbrance of any kind or nature whatsoever, whether contingent or absolute, or any agreement, option, right or privilege (whether by Law, Contract or otherwise) capable of becoming any of the foregoing (an “Encumbrance”, and any action of correlative meaning, to “Encumber”) (excluding such transfer restrictions of general applicability as may be provided under the Securities Act, the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions)person. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, call agreements, understandings, claims or other agreements, commitments or rights of any type relating to the issuance, sale, redemption, or transfer by Parent of any equity securities of Parent or its Subsidiaries, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent or its Subsidiaries and neither Parent nor any of its Subsidiaries has any obligation to issue any additional securities or to pay for or repurchase any securities of Parent or its Subsidiaries. The reserved 103,635,226 shares of Parent Common Stock arefor issuance to employees and directors of, and the shares of Parent Common Stock to be issued pursuant to this Agreement will be, registered under the Exchange Act. Since the Measurement Date and through the date of this Agreementconsultants to, Parent has not (A) issued any shares of Parent Common Stock (other than upon the exercise or settlement (as applicable) of options granted under the Parent OptionsPlans of which 31,349,990 shares are issuable, Parent RSUs or Parent PSUs outstanding as of May 15, 2002, upon the Measurement Date) or (B) exercise of outstanding, unexercised options granted any under the Parent Equity Awards or similar awards. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matterPlans.

Parent Capital Structure. In the case of Parent, the (a) The authorized capital stock of Parent consists of 400,000,000 of: (i) 60,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stockStock, $0.001 par value $0.01 per share (the “Parent "PARENT COMMON STOCK"), of which 28,376,789 shares had been issued and were outstanding as of October 12, 1998; and (ii) 5,000,000 shares of Preferred Stock”, $0.001 par value per share ("PARENT PREFERRED STOCK"), of which 500,000 shares are designated as Series A Jr. Participating Preferred Stock, 2,490,000 shares are designated as Series B Preferred Stock and 231,915 are designated as Series C Preferred Stock. As of June October 12, 2023 (the “Measurement Date”)1998, (i) 207,993,589 no shares of Parent Common Series A Jr. Participating Preferred Stock (excluding treasury shares) or Series B Preferred Stock were issued and outstanding, (ii) 96,934,050 outstanding and 95,305 shares of Parent Common Stock were held by Parent in its treasury and (iii) no shares of Parent Series C Preferred Stock were issued and outstanding. All of the outstanding shares of Parent Common Stock and Parent Preferred Stock have beenbeen duly authorized and validly issued, and all are fully paid and nonassessable. (b) As of October 12, 1998: (i) 4,933,703 shares of Parent Common Stock were subject to be issued issuance pursuant to this Agreement will be, duly authorized, validly issued, fully paid outstanding options to purchase Common Stock under Parent's stock option plans; and nonassessable and free of preemptive rights, and none of the (ii) 141,896 shares of Parent Common Stock to be issued pursuant to this Agreement will be issued in violation of any applicable Laws or any preemptive or similar rights. Parent has no shares of Parent Common Stock or Parent Preferred Stock reserved for issuance, except that, as of the Measurement Date, there were (a) 4,206,946 shares of Parent Common Stock reserved for future issuance under Parent's Employee Stock Purchase Plan (the "PARENT PURCHASE PLAN"). (Stock options granted by Parent Stock Plans, (b) 2,242,650 pursuant to Parent's stock option plans are referred to in this Agreement as "PARENT OPTIONS"). Parent has made available to the Company accurate and complete copies of all stock option plans pursuant to which Parent has granted stock options that are currently outstanding and the form of all stock option agreements evidencing such options. All shares of Parent Common Stock subject to outstanding options issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to purchase Parent Common Stock (eachwhich they are issuable, a “Parent Option”) having a weighted average exercise price of $22.04 per share, (c) 3,512,030 shares of Parent Common Stock subject to outstanding Parent restricted stock units granted under the Parent Stock Plans (each, a “Parent RSU”) and (d) 3,777,400 shares of Parent Common Stock subject to outstanding performance stock units (assuming maximum performance) granted under the Parent Stock Plans (each, a “Parent PSU” and, together with each Parent RSU, Parent Option and Parent PSU, the “Parent Equity Awards”). Each of the outstanding shares of capital stock or other securities of each of Parent’s Subsidiaries is would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Parent Common Stock, all outstanding Parent Options, and all outstanding shares of capital stock of each subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable Contracts. (d) All of the outstanding shares of capital stock or other securities of each of Parent’s Significant Subsidiaries is 's subsidiaries are validly issued, fully paid and nonassessable and are owned beneficially and of record by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any pledge, lien, charge, option, hypothecation, mortgage, security interest, adverse right, restriction, prior assignment, license, sublicense or any other encumbrance of any kind or nature whatsoever, whether contingent or absolute, or any agreement, option, right or privilege (whether by Law, Contract or otherwise) capable of becoming any of the foregoing (an “Encumbrance”, and any action of correlative meaning, to “Encumber”) (excluding such transfer restrictions of general applicability as may be provided under the Securities Act, the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions). As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, call agreements, understandings, claims or other agreements, commitments or rights of any type relating to the issuance, sale, redemption, or transfer by Parent of any equity securities of Parent or its Subsidiaries, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent or its Subsidiaries and neither Parent nor any of its Subsidiaries has any obligation to issue any additional securities or to pay for or repurchase any securities of Parent or its Subsidiaries. The shares of Parent Common Stock are, and the shares of Parent Common Stock to be issued pursuant to this Agreement will be, registered under the Exchange Act. Since the Measurement Date and through the date of this Agreement, Parent has not (A) issued any shares of Parent Common Stock (other than upon the exercise or settlement (as applicable) of Parent Options, Parent RSUs or Parent PSUs outstanding as of the Measurement Date) or (B) granted any Parent Equity Awards or similar awards. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matterEncumbrances.

Parent Capital Structure. In (a) As of the case date of Parentthis Agreement, the authorized capital stock of Parent consists of 400,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of June 12, 2023 (the “Measurement Date”), of: (i) 207,993,589 150,000,000 shares of Common Stock, $0.0001 par value, of which an aggregate of 70,976,757 shares of Parent Common Stock (excluding treasury shares) were issued and outstanding, (ii) 96,934,050 plus any shares of Parent Common Stock were held by Parent in its treasury and (iii) no shares issued upon exercise of Parent Preferred Stock Options (as defined in Section 3.2(b)) since May 14, 1999 were issued and outstanding; and (ii) 5,000,000 shares of Preferred Stock, $0.0001 par value per share, none of which shares have been issued or are outstanding as of the date of this Agreement. All of the outstanding shares of Parent Parent's Common Stock have beenbeen duly authorized and validly issued, and all are fully paid and nonassessable. (b) As of the date of this Agreement: (i) an aggregate of 14,407,958 shares of Parent Common Stock to be issued pursuant to this Agreement will be, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, and none of the shares of Parent Common Stock to be issued pursuant to this Agreement will be issued in violation of less any applicable Laws or any preemptive or similar rights. Parent has no shares of Parent Common Stock or Parent Preferred Stock reserved for issuance, except that, as of the Measurement Date, there were (a) 4,206,946 shares of Parent Common Stock reserved for future issuance under the Parent Stock Plans, (b) 2,242,650 shares of Parent Common Stock subject to Parent Options that have been exercised since May 14, 1999 are subject to issuance pursuant to outstanding options to purchase Parent Common Stock under Parent's stock option plans; (each, a “ii) 1,413,458 shares of Common Stock are reserved for future issuance under Parent's 1996 Stock Plan (the "PARENT PURCHASE Plan"); and (iii) 792,748 shares of Common Stock are reserved for issuance under Parent's 1998 Employee Stock Purchase Plan. (Stock options granted by Parent Option”) having a weighted average exercise price pursuant to Parent's stock option plans are referred to in this Agreement as "PARENT OPTIONS"). Parent has made available to the Company accurate and complete copies of $22.04 per share, (c) 3,512,030 all stock option plans pursuant to which Parent has granted stock options that are currently outstanding as of the date of this Agreement and the form of all stock option agreements evidencing such options. All shares of Parent Common Stock subject to outstanding Parent restricted stock units granted under issuance as aforesaid, upon issuance on the Parent Stock Plans (eachterms and conditions specified in the instruments pursuant to which they are issuable, a “Parent RSU”) and (d) 3,777,400 shares of Parent Common Stock subject to outstanding performance stock units (assuming maximum performance) granted under the Parent Stock Plans (each, a “Parent PSU” and, together with each Parent RSU, Parent Option and Parent PSU, the “Parent Equity Awards”). Each of the outstanding shares of capital stock or other securities of each of Parent’s Subsidiaries is would be duly authorized, validly issued, fully paid and nonassessable, and each of the outstanding shares of capital stock or other securities of each of Parent’s Significant Subsidiaries is owned beneficially and of record by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any pledge, lien, charge, option, hypothecation, mortgage, security interest, adverse right, restriction, prior assignment, license, sublicense or any other encumbrance of any kind or nature whatsoever, whether contingent or absolute, or any agreement, option, right or privilege . (whether by Law, Contract or otherwisec) capable of becoming any of the foregoing (an “Encumbrance”, and any action of correlative meaning, to “Encumber”) (excluding such transfer restrictions of general applicability as may be provided under the Securities Act, the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions). As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, call agreements, understandings, claims or other agreements, commitments or rights of any type relating to the issuance, sale, redemption, or transfer by Parent of any equity securities 2,577,240 shares of Parent or its SubsidiariesCommon Stock are subject to issuance pursuant to outstanding warrants to purchase Common Stock. (d) All outstanding shares of Parent Common Stock, nor are there all outstanding any securities which are convertible into or exchangeable for any Parent Options, and all outstanding shares of capital stock of Parent or its Subsidiaries and neither Parent nor any of its Subsidiaries has any obligation to issue any additional securities or to pay for or repurchase any securities each subsidiary of Parent or its Subsidiaries. The shares of Parent Common Stock are, have been issued and the shares of Parent Common Stock to be issued pursuant to this Agreement will be, registered under the Exchange Act. Since the Measurement Date and through the date of this Agreement, Parent has not (A) issued any shares of Parent Common Stock (other than upon the exercise or settlement (as applicable) of Parent Options, Parent RSUs or Parent PSUs outstanding as of the Measurement Date) or (B) granted any Parent Equity Awards or similar awards. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.in

Parent Capital Structure. In the case of Parent, the (a) The authorized capital stock of Parent consists of 400,000,000 50,000,000 shares of Parent Common Stock and 1,000,000 10,000,000 shares of preferred stock, par value $0.01 per share of which 1,138,888 shares are designated Series A Preferred Stock and 875 shares are designated Series B Preferred Stock (the “Series A Preferred Stock and the Series B Preferred Stock being referred to collectively as the "Authorized Parent Preferred Stock”"). As of June 12, 2023 (the “Measurement Date”)date hereof or such other time specified herein, (i) 207,993,589 7,681,709 shares of Parent Common Stock are issued and outstanding (excluding treasury sharesii) were 1,138,888 shares of Parent Series A Preferred Stock are issued and outstanding, (iiiii) 96,934,050 398 as of October 31, 2000 shares of Parent Series B Preferred Stock are issued and outstanding, (iv) 3,114,350 warrants to purchase 3,114,350 shares of Parent Common Stock were held by Parent in its treasury and (iii) no shares of Parent Preferred Stock were are issued and outstanding. All , (v) 7,600 as of the outstanding October 31, 2000 shares of Parent Common Stock have beenare held in the treasury of Parent or by the Parent Subsidiaries, (vi) 0 shares of Authorized Parent Preferred Stock are held in the treasury of Parent or by the Parent Subsidiaries, and all (vii) 7,228,675 shares of Parent Common Stock and 0 shares of Authorized Parent Preferred Stock are reserved for issuance upon exercise of (A) current stock options ("Parent Options") granted pursuant to the 2000 Executive Incentive Compensation Plan, the 1998 Executive Incentive Compensation Plan, the 1997 Stock Option Plan and the 1996 Stock Option Plan ("Parent Stock Option Plans") and otherwise or (B) 6,282,500 shares of Parent Common Stock and 0 shares of Authorized Parent Preferred Stock are reserved for issuance upon exercise of future grants of stock options and warrants. Except for Parent Options granted pursuant to the Parent Stock Option Plans, the Cinergy Subscription Agreement or pursuant to agreements or arrangements described in Section 4.03(a) of the Parent Disclosure Schedule, as of the date hereof there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Parent is a party or by which Parent is bound relating to the issued or unissued capital stock of Parent or any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, Parent or any Parent Subsidiary. All shares of Parent Common Stock and Parent Preferred Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. The shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement in connection with the Merger, when issued as contemplated herein, will be, be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, and none of the shares of Parent Common Stock to be issued pursuant to this Agreement will not be issued in violation of any applicable Laws preemptive rights. Except as set forth in Section 4.03(a) of the Parent Disclosure Schedule and the Transaction Documents there, are no outstanding contractual obligations of Parent or any preemptive Parent Subsidiary to repurchase, redeem or similar rights. Parent has no otherwise acquire any shares of Parent Common Stock, Authorized Preferred Stock or any capital stock of any Parent Preferred Stock reserved for issuance, except that, as of the Measurement Date, there were (a) 4,206,946 shares of Parent Common Stock reserved for future issuance under the Parent Stock Plans, (b) 2,242,650 shares of Parent Common Stock subject to outstanding options to purchase Parent Common Stock (each, a “Parent Option”) having a weighted average exercise price of $22.04 per share, (c) 3,512,030 shares of Parent Common Stock subject to outstanding Parent restricted stock units granted under the Parent Stock Plans (each, a “Parent RSU”) and (d) 3,777,400 shares of Parent Common Stock subject to outstanding performance stock units (assuming maximum performance) granted under the Parent Stock Plans (each, a “Parent PSU” and, together with each Parent RSU, Parent Option and Parent PSU, the “Parent Equity Awards”)Subsidiary. Each of the outstanding shares share of capital stock or other securities of Parent and each of Parent’s Subsidiaries Parent Subsidiary is duly authorized, validly issued, fully paid and nonassessablenonassessable and was not issued in violation of any preemptive rights and each such share of the capital stock of a Parent Subsidiary owned by Parent or another Parent Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on Parent's or such other Parent Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever, except where failure to own such shares free and clear would not, individually or in the aggregate, have a Parent Material Adverse Effect. Except as set forth in Section 4.03(b) of the Parent Disclosure Schedule, there are no material outstanding contractual obligations of Parent or any Parent Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Parent Subsidiary or any other Person, other than guarantees by Company of any indebtedness of any Parent Subsidiary. (b) Except as set forth in this Section 4.03 or as reserved for future grants of options and warrants under Parent Stock Option Plans, there are no equity securities of any class of Parent or Merger Sub or any Parent Subsidiary, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding phantom equity respecting the Parent, Merger Sub or any Parent Subsidiary, and each there are no options, warrants, equity securities, calls, puts by other parties, rights, commitments or agreements of the outstanding any character to which Parent or Merger Sub or any Parent Subsidiary is a party or by which such entity is bound (including under letters of intent, whether binding or nonbinding) obligating Parent or Merger Sub or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities equity interests of each of Parent’s Significant Subsidiaries is owned beneficially and of record by Parent or by a direct Merger Sub or indirect wholly owned any Parent Subsidiary of Parentor obligating Parent or Merger Sub or any Parent Subsidiary to grant, free and clear of extend, accelerate the vesting of, otherwise modify or amend or enter into any pledge, lien, charge, such option, hypothecationwarrant, mortgageequity security, security interestcall, adverse puts, right, restriction, prior assignment, license, sublicense commitment or any other encumbrance of any kind or nature whatsoever, whether contingent or absolute, or any agreement, option, right or privilege (whether by Law, Contract or otherwise. Except as set forth on Section 4.03(b) capable of becoming any of the foregoing (an “Encumbrance”Parent Disclosure Schedule, the Voting Agreement, the Pledge Agreement and any action of correlative meaningthe Cinergy Stock Purchase Agreement], to “Encumber”) (excluding such transfer restrictions the Knowledge of general applicability as may be provided under the Securities Act, the “blue sky” Laws of the various States of the United States Parent or similar Law of other applicable jurisdictions). As of the date of this AgreementMerger Sub, there are no outstanding subscriptionsvoting trusts, options, warrants, puts, call proxies or other voting agreements, understandings, claims limitations or other agreements, commitments or rights of any type relating understandings with respect to the issuance, sale, redemption, or transfer by Parent of any equity securities of Parent or its Subsidiaries, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock or other equity interests of Parent or its Subsidiaries and neither Parent nor any of its Subsidiaries has any obligation to issue any additional securities Merger Sub or to pay for or repurchase any securities of Parent or its Subsidiaries. The shares of Parent Common Stock are, and the shares of Parent Common Stock to be issued pursuant to this Agreement will be, registered under the Exchange Act. Since the Measurement Date and through the date of this Agreement, Parent has not (A) issued any shares of Parent Common Stock (other than upon the exercise or settlement (as applicable) of Parent Options, Parent RSUs or Parent PSUs outstanding as of the Measurement Date) or (B) granted any Parent Equity Awards or similar awards. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matterSubsidiary.