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 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 nonassessable, nonassessable and was not issued in violation of any preemptive rights and each such share of the outstanding shares of capital stock or other securities of each of Parent’s Significant Subsidiaries is a Parent Subsidiary owned beneficially and of record by Parent or by a direct or indirect wholly owned another Parent Subsidiary of Parent, is free and clear of any pledgeall security interests, lienliens, chargeclaims, optionpledges, hypothecationoptions, mortgagerights of first refusal, security interestagreements, adverse rightlimitations on Parent's or such other Parent Subsidiary's voting rights, restriction, prior assignment, license, sublicense or any charges and other encumbrance encumbrances of any kind or nature whatsoever, whether contingent except where failure to own such shares free and clear would not, individually or absolutein the aggregate, or any agreement, option, right or privilege (whether by Law, Contract or otherwisehave a Parent Material Adverse Effect. Except as set forth in Section 4.03(b) 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 AgreementParent Disclosure Schedule, there are no material 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 contractual obligations of Parent or its Subsidiariesany Parent Subsidiary to provide funds to, nor are there outstanding or make any securities which are convertible into investment (in the form of a loan, capital contribution or exchangeable for otherwise) in, any shares of capital stock of Parent Subsidiary 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 areother Person, 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) guarantees by Company of Parent Options, Parent RSUs or Parent PSUs outstanding as any indebtedness 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.