Capital Stock of Parent. (a) The authorized capital stock of Parent consists of (i) 25,000,000 shares of Parent Common Stock, of which, as of the date hereof, 8,161,954 shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement (the "Parent Rights Agreement"), dated as of August 23, 1996 by and between Parent and American Stock Transfer & Trust Company), and 394,466 shares of Parent Common Stock were issued and held as collateral for lease obligations of the Parent; and (ii) one million shares of Preferred Stock ("Parent Preferred Stock"), designated as follows: (A) 217,600 shares of Series A Variable Rate Convertible Preferred Stock, $6.25 stated value per share, all of which shares, as of the date hereof, are issued and outstanding, (b) 142,223 shares of Series B Variable Rate Convertible Preferred Stock, $5.21 stated value per share, of which, as of the date hereof, 122,846 shares are issued and outstanding, (C) 100,000 shares of 4% $100 Series C Convertible Preferred Stock, $100 stated value per share, of which, as of the date hereof, 20,000 shares are issued and outstanding, (D) 1,000 shares of 7% Series D Convertible Preferred Stock, $10,000 stated value per share, of which, as of the date hereof, 250 shares are issued and outstanding and (E) 50 shares of 7% Series D-2 Convertible Preferred Stock, $10,000 stated value per share, all of which shares, as of the date hereof, are issued and outstanding. All of the shares of Parent Common Stock are, and, upon the issuance by Parent of any shares of Series E Preferred Stock, the Series E Preferred Stock will be, duly authorized and validly issued and outstanding, fully paid and nonassessable. Except for the outstanding shares of the Parent Common Stock and the Parent Preferred Stock, as of the date hereof, there are no shares of capital stock or other equity securities of Parent outstanding. The shares of Parent Common Stock have not been, and the shares of Series E Preferred Stock will not be, issued in violation of, and none of the shares of Parent Common Stock is, or Series E Preferred Stock will be, subject to, any preemptive or subscription rights. As of the date hereof, except as set forth on Schedule 5.5(a) and except for the Parent Rights and the Parent Preferred Stock, there are no outstanding warrants, options, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) pursuant to which Parent is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of Parent, and no equity securities of Parent are reserved for issuance for any purpose. Other than this Agreement and except as set forth on Schedule 5.5(a), the shares of Parent Common Stock are not, and the shares of Series E Preferred Stock will not be, subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including any such agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, registration, dividend rights or disposition of the shares of Parent Common Stock or any other securities exchangeable or exercisable for or convertible into Parent Common Stock or any other capital stock of Parent. (b) The Parent Common Stock constitutes the only class of equity securities or Parent or its subsidiaries registered or required to be registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
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Capital Stock of Parent. (a) The authorized capital stock of Parent consists of (i) 25,000,000 shares of Parent Common Stock, of which, as of the date hereof, 8,161,954 shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement (the "Parent Rights Agreement"), dated as of August 23, 1996 by and between Parent and American Stock Transfer & Trust Company), and 394,466 shares of Parent Common Stock were issued and held as collateral for lease obligations of the Parent; and (ii) one million shares of Preferred Stock ("Parent Preferred Stock"), designated as follows: (A) 217,600 shares of Series A Variable Rate Convertible Preferred Stock, $6.25 stated value per share, all of which shares, as of the date hereof, are issued and outstanding, (b) 142,223 shares of Series B Variable Rate Convertible Preferred Stock, $5.21 stated value per share, of which, as of the date hereof, 122,846 shares are issued and outstanding, (C) 100,000 shares of 4% $100 Series C Convertible Preferred Stock, $100 stated value per share, of which, as of the date hereof, 20,000 shares are issued and outstanding, (D) 1,000 shares of 7% Series D Convertible Preferred Stock, $10,000 stated value per share, of which, as of the date hereof, 250 shares are issued and outstanding and (E) 50 shares of 7% Series D-2 Convertible Preferred Stock, $10,000 stated value per share, all of which shares, as of the date hereof, are issued and outstanding. All of the shares of Parent Common Stock are, and, upon the issuance by Parent of any shares of Series E Preferred Stock, the Series E Preferred Stock will be, duly authorized and validly issued and outstanding, fully paid and nonassessable. Except for the outstanding shares of the Parent Common Stock and the Parent Preferred Stock, as of the date hereof, there are no shares of capital stock or other equity securities of Parent outstanding. The shares of Parent Common Stock have not been, and the shares of Series E Preferred Stock will not be, issued in violation of, and none of the shares of Parent Common Stock is, or Series E Preferred Stock will be, subject to, any preemptive or subscription rights. As of the date hereof, except as set forth on Schedule 5.5(a) and except for the Parent Rights and the Parent Preferred Stock, there are no outstanding warrants, options, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) pursuant to which Parent is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of Parent, and no equity securities of Parent are reserved for issuance for any purpose. Other than this Agreement and except as set forth on Schedule 5.5(a), the shares of Parent Common Stock are not, and the shares of Series E Preferred Stock will not be, subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including any such agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, registration, dividend rights or disposition of the shares of Parent Common Stock or any other securities exchangeable or exercisable for or convertible into Parent Common Stock or any other capital stock of Parent.
(b) The Parent Common Stock constitutes the only class of equity securities or Parent or its subsidiaries registered or required to be registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").,
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Capital Stock of Parent. (ai) The authorized capital stock of Parent consists of (i) 25,000,000 300,000,000 shares of Parent Common Stock, 300,000,000 shares of whichClass B common stock, as par value $0.01 per share (“Class B Parent Common Stock”) and 30,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of the date hereofclose of business on May 9, 8,161,954 2017 (the “Measurement Date”), (A) 54,103,923 shares of Parent Common Stock were issued and outstanding outstanding, (each together with a Parent Common Stock purchase right (the "Parent Rights"B) issued pursuant to the Rights Agreement (the "Parent Rights Agreement"), dated as of August 23, 1996 by and between Parent and American Stock Transfer & Trust Company), and 394,466 no shares of Class B Parent Common Stock were issued and held as collateral for lease obligations of the Parent; and (ii) one million shares of Preferred Stock ("Parent Preferred Stock"), designated as follows: (A) 217,600 shares of Series A Variable Rate Convertible Preferred Stock, $6.25 stated value per share, all of which shares, as of the date hereof, are issued and outstanding, (b) 142,223 shares of Series B Variable Rate Convertible Preferred Stock, $5.21 stated value per share, of which, as of the date hereof, 122,846 shares are issued and outstanding, (C) 100,000 no shares of 4% $100 Series C Convertible Parent Preferred Stock, $100 stated value per share, of which, as of the date hereof, 20,000 shares are Stock were issued and outstanding, (D) 1,000 5,609,546 shares of 7% Series D Convertible Preferred StockParent Common Stock were reserved and available for issuance pursuant to Parent’s 2010 Equity Incentive Plan and 2014 Equity Incentive Plan, $10,000 stated value per shareeach as amended and amended and restated (the “Parent Stock Plans”); of which 2,996,717 shares of Parent Common Stock were subject to issuance pursuant to outstanding equity awards of Parent pursuant to Parent Stock Plans, comprised of which(I) 1,889,612 shares of Parent Common Stock were subject to issuance pursuant to the exercise of outstanding options to purchase shares of Parent Common Stock granted under the Parent Stock Plans (“Parent Options”), (II) restricted stock unit awards representing the right to receive up to 932,628 shares of Parent Common Stock were outstanding (“Parent RSUs”), and (III) performance share units representing the right to receive up to 174,477 shares of Parent Common Stock were outstanding (“Parent PSUs”), and (E) 939,763 shares of Parent Common Stock were reserved and available for issuance under Parent’s 2016 Employee Stock Purchase Plan. All outstanding shares of capital stock of Parent are, and all shares reserved for issuance will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation of Parent, the bylaws of Parent or any Contract to which Parent is a party or is otherwise bound. All outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of Parent have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rights. All outstanding shares of capital stock and other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, by Parent, free and clear of all Liens.
(ii) Except as set forth above and except for changes since the Measurement Date resulting from the exercise or vesting of awards made under the Parent Stock Plans outstanding on such date, as of the date hereofof this Agreement, 250 shares are issued and outstanding and (EA) 50 shares of 7% Series D-2 Convertible Preferred Stock, $10,000 stated value per share, all of which shares, as of the date hereof, are issued and outstanding. All of the shares of Parent Common Stock are, and, upon the issuance by Parent of any shares of Series E Preferred Stock, the Series E Preferred Stock will be, duly authorized and validly issued and outstanding, fully paid and nonassessable. Except for the outstanding shares of the Parent Common Stock and the Parent Preferred Stock, as of the date hereof, there are no not outstanding or authorized any (I) shares of capital stock or other equity voting securities of Parent, (II) securities of Parent outstanding. The shares of Parent Common Stock have not been, and the shares of Series E Preferred Stock will not be, issued in violation of, and none of the shares of Parent Common Stock is, or Series E Preferred Stock will be, subject to, any preemptive or subscription rights. As of the date hereof, except as set forth on Schedule 5.5(a) and except for the Parent Rights and the Parent Preferred Stock, there are no outstanding warrants, options, "phantom" stock rights, agreements, convertible into or exchangeable securities or other commitments (other than this Agreement) pursuant to which Parent is or may become obligated to issue, sell, purchase, return or redeem any for shares of capital stock or voting securities of Parent or (III) options or other rights to acquire from Parent, and no obligation of Parent to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, and (B) there are no equity outstanding obligations of Parent to repurchase, redeem or otherwise acquire any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent and (C) there are reserved for issuance for any purpose. Other than this Agreement and except as set forth on Schedule 5.5(a)no other options, the shares of Parent Common Stock are notcalls, and the shares of Series E Preferred Stock will not be, subject to any voting trust agreement warrants or other contractrights, agreementagreements, arrangement, commitment arrangements or understanding, including commitments of any such agreement, arrangement, commitment or understanding restricting or otherwise character relating to the voting, registration, dividend rights issued or disposition of the shares of Parent Common Stock or any other securities exchangeable or exercisable for or convertible into Parent Common Stock or any other unissued capital stock of ParentParent or any of its Subsidiaries to which Parent or any of its Subsidiaries is a party.
(biii) The Each Parent Common Option (1) was granted in compliance with all applicable Laws and all of the terms and conditions of the Parent Stock constitutes Plan pursuant to which it was issued, (2) has an exercise price per share of Parent equal to or greater than the only class fair market value of equity securities a share of Parent on the date of such grant, (3) has a grant date identical to the date on which the Company’s board of directors or compensation committee actually awarded such Parent Option, Parent RSU or Parent or its subsidiaries registered or required to be registered under the Securities Exchange Act of 1934PSU, as amended applicable, (4) qualifies for the "Exchange Act")Tax and accounting treatment afforded to such Parent Option, as applicable, in the Parent’s Tax Returns and the Parent’s financial statements included in the Parent SEC Reports, respectively, and (5) does not trigger any liability for the holder thereof under Section 409A of the Code.
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