Common use of Stock and Options Clause in Contracts

Stock and Options. The authorized capital stock of BIZ consists of 30,000,000 shares of Common Stock, $0.001 par value ("BIZ Common Stock"), and 7,000,000 shares of Preferred, $0.001 par value ("BIZ Preferred Stock"; the BIZ Common Stock and the BIZ Preferred Stock are sometimes collectively referred to as the "BIZ Stock"). At the close of business on July 2, 2001, 16,400,000 shares of BIZ Common Stock were issued and outstanding, 187,970 shares of BIZ Preferred Stock convertible into 187,970 shares of BIZ Common Stock were issued and outstanding and designated as "Series A" ("BIZ Series A Preferred"), 3,600,000 shares of BIZ Preferred Stock convertible into 3,600,000 shares of BIZ Common Stock were issued and outstanding and designated as "Series B" ("XXX Xxries B Preferred"), 450,000 shares of BIZ Common Stock were reserved for issuance upon the exercise of outstanding BIZ Warrants and 1,756,500 shares of BIZ Common Stock were reserved for issuance upon the exercise of outstanding BIZ Options and 1,843,500 shares of BIZ Common Stock were reserved for future option grants. All outstanding shares of BIZ Stock are validly issued, fully paid and nonassessable and not subject to preemptive rights and were not issued in violation of any preemptive rights. BIZ has made available to Litronic a true and correct copy of the BIZ Plan, and the BIZ Disclosure Schedule contains a correct and complete list of each BIZ Option and BIZ Warrant outstanding as of the date hereof, including the name of the holder of each BIZ Option and BIZ Warrant, the security and number of shares covered by each BIZ Option and BIZ Warrant, the per share exercise price of each BIZ Option and BIZ Warrant and the vesting schedule applicable to each BIZ Option and BIZ Warrant. BIZ Disclosure Schedules list all option agreements that contain accelerated vesting upon change of control provisions along with the material terms of such option agreements.

Stock and Options. The authorized capital stock of BIZ IMS consists of 30,000,000 (i) 800,000,000 shares of IMS Common Stock, $0.001 (ii) 10,000,000 shares of Series Common Stock, par value $0.01 per share (the "BIZ Common StockIMS SERIES COMMON STOCK"), ) and 7,000,000 (iii) 10,000,000 shares of PreferredPreferred Stock, $0.001 par value $0.01 per share ("BIZ Preferred Stock"; the BIZ Common Stock and the BIZ Preferred Stock are sometimes collectively referred to as the "BIZ StockIMS PREFERRED STOCK"). At the close of business on July 2March 24, 20012000, 16,400,000 297,239,518 shares of BIZ IMS Common Stock were issued and outstanding, 187,970 no shares of BIZ IMS Series Common Stock or IMS Preferred Stock convertible into 187,970 shares of BIZ Common Stock were issued and outstanding and designated as "Series A" ("BIZ Series A Preferred")outstanding, 3,600,000 37,805,872 shares of BIZ Preferred Stock convertible into 3,600,000 shares of BIZ IMS Common Stock were issued and outstanding and designated as "Series B" ("XXX Xxries B Preferred")held by IMS in its treasury, 450,000 42,809,241 shares of BIZ IMS Common Stock were reserved for issuance upon the exercise of outstanding BIZ Warrants IMS Options, and 1,756,500 shares of BIZ Common Stock were reserved for issuance upon the exercise of outstanding BIZ Options IMS had 372,108 restricted stock units and 1,843,500 shares of BIZ Common Stock were reserved for future option grantsphantom units issued. All outstanding shares of BIZ IMS Common Stock are validly issued, fully paid and nonassessable and not subject to preemptive rights rights. All outstanding shares of the capital stock of each of the IMS Subsidiaries are validly issued, fully paid and were not issued in violation nonassessable and are owned by IMS or one of the IMS Subsidiaries free and clear of any preemptive rightsliens, security interests, pledges, agreements, claims, charges or encumbrances. BIZ IMS has made available to Litronic a TriZetto true and correct copy copies of the BIZ its 1998 Non-Employee Directors' Stock Incentive Plan, 1998 Employees' Stock Incentive Plan, 1998 Replacement Plan for Certain Employees Holding Cognizant Corporation Equity-Based Awards, 1998 Replacement Plan for Certain Non-Employees Directors Holding Cognizant Corporation Equity-Based Awards, 1998 Employees Stock Purchase Plan (the "ESPP"), 1998 Replacement Plan for Certain Individuals Holding Cognizant Corporation Stock Options and 1998 Stock Option Plan for Former Employees of Pharmaceutical Marketing Services Inc. (collectively, the BIZ Disclosure Schedule contains "IMS PLANS") and a correct and complete list of each BIZ Option and BIZ Warrant the following information with respect to IMS Options outstanding as of February 29, 2000: (i) the date hereofaggregate number of shares of IMS Common Stock subject to IMS Options under each IMS Plan other than the ESPP; (ii) the exercise price of the IMS Options outstanding under each such IMS Plan; (iii) the vesting schedule under each such IMS Plan; and (iv) with respect to employees that have entered into change of control agreements with IMS, including the name of the holder of each BIZ Option and BIZ Warrantsuch officer, the security and number of shares covered of IMS Common Stock subject to IMS Options held by each BIZ Option and BIZ Warrantsuch officer, the per share exercise price of each BIZ Option and BIZ Warrant particular IMS Plan(s) pursuant to which such IMS Options were granted and the vesting schedule applicable to each BIZ Option and BIZ Warrant. BIZ Disclosure Schedules list all option agreements that contain accelerated vesting upon change of control provisions along with the material terms of IMS Options held by such option agreementsofficer.

Stock and Options. The authorized capital stock of BIZ consists of 30,000,000 shares of Common Stock, $0.001 par value ("BIZ Common Stock"), and 7,000,000 shares of Preferred, $0.001 par value ("BIZ Preferred Stock"; the BIZ Common Stock and the BIZ Preferred Stock are sometimes collectively referred to as the "BIZ Stock"). At the close of business on July 2, 2001, 16,400,000 shares of BIZ Common Stock were issued and outstanding, 187,970 shares of BIZ Preferred Stock convertible into 187,970 shares of BIZ Common Stock were issued and outstanding and designated as "Series A" ("BIZ Series A Preferred"), 3,600,000 shares of BIZ Preferred Stock convertible into 3,600,000 shares of BIZ Common Stock were issued and outstanding and designated as "Series BX" ("XXX Xxries Series B Preferred"), 450,000 shares of BIZ Common Stock were reserved for issuance upon the exercise of outstanding BIZ Warrants and 1,756,500 shares of BIZ Common Stock were reserved for issuance upon the exercise of outstanding BIZ Options and 1,843,500 shares of BIZ Common Stock were reserved for future option grants. All outstanding shares of BIZ Stock are validly issued, fully paid and nonassessable and not subject to preemptive rights and were not issued in violation of any preemptive rights. BIZ has made available to Litronic a true and correct copy of the BIZ Plan, and the BIZ Disclosure Schedule contains a correct and complete list of each BIZ Option and BIZ Warrant outstanding as of the date hereof, including the name of the holder of each BIZ Option and BIZ Warrant, the security and number of shares covered by each BIZ Option and BIZ Warrant, the per share exercise price of each BIZ Option and BIZ Warrant and the vesting schedule applicable to each BIZ Option and BIZ Warrant. BIZ Disclosure Schedules list all option agreements that contain accelerated vesting upon change of control provisions along with the material terms of such option agreements.