Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. Parent's authorized capital stock consists solely of (a) 20,000,000 shares of Parent Common Stock. As of October 31, 1997, (i) 9,120,741 shares of Parent Common Stock were issued and outstanding, (ii) 1,810,000 shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 shares of Parent Common Stock were issuable upon conversion of convertible securities granted or issuable by Parent. Except as set forth on Section 3.4 of the Parent Disclosure Schedule, since October 31, 1997, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock is, and all shares of Parent Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereof, other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7) or in Section 3.4 to the Parent Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent; and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

Capitalization of Parent. Parent's authorized capital stock consists solely of (a) 20,000,000 50,000,000 shares of common stock, $0.10 par value per share ("Parent Common Stock"), and (b) 500,000 shares of preferred stock, $0.01 par value per share ("Parent Preferred Stock"), of which 200,000 shares have been designated as Series A Junior Participating Preferred Stock (the "Parent Series A Preferred Stock"). As of October 31August 11, 1997, (i) 9,120,741 12,283,127 shares of Parent Common Stock were issued and outstanding, (ii) 1,810,000 1,457,985 shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 shares of Parent Common Stock were issuable upon conversion of options, warrants or convertible securities granted or issuable by Parent, and (iii) no shares of Parent Preferred Stock were issued and outstanding. Except as set forth on Section 3.4 of the Parent Disclosure Schedule, since October 31Since August 11, 1997, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock is, and all shares of Parent Common Stock to be issued in connection with the Merger will bebe at the time of issuance, duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereof, other than the rights ("Parent Rights") issued under the rights agreement, dated as of October 23, 1996, between Parent and ChaseMellon Shareholder Services, L.L.C. (the "Parent Rights Agreement"), and other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7) or in Section 3.4 to the Parent Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent; and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

Capitalization of Parent. Parent's The authorized capital stock of Parent consists solely of (a) 20,000,000 500,000,000 shares of Parent Common Stock. As , par value $1.00, of October 31, 1997, (i) 9,120,741 which 104,111,821 shares of Parent Common Stock were issued outstanding as of the close of business on February 3, 2015 and outstanding1,000,000 shares of preferred stock, (ii) 1,810,000 no par value, of Parent, no shares of which were outstanding as of the close of business on February 3, 2015. All of the outstanding shares of Parent Common Stock were issuable upon the exercise of options or warrants have been duly authorized and 5,012,107 are validly issued, fully paid and nonassessable. Other than 14,731,876 shares of Parent Common Stock were issuable upon conversion reserved for issuance under Parent’s employee or director benefit plans, Parent has no shares of convertible securities granted or issuable by ParentParent Common Stock reserved for issuance. Except as set forth on stated otherwise in this Section 3.4 6.2, there are no preemptive or other outstanding rights, options, warrants, conversion rights, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of the any kind that obligate Parent Disclosure Schedule, since October 31, 1997, Parent has not issued to issue or sell any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share other securities of Parent capital stock isor any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent, and all no securities or obligations evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations that give the holders thereof the right to vote (or are convertible into or exercisable or exchangeable for securities having the right to vote) with the stockholders of Parent on any matter. All shares of Parent Common Stock to be issued in connection with the Merger will be, when issued in accordance with the terms hereof, duly authorized and validly issued, fully paid and nonassessable and free and clear of any preemptive rights. As of the date hereof, other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7) or in Section 3.4 to the Parent Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent; and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common StockLiens.

Capitalization of Parent. Parent's The authorized capital stock of Parent consists solely of (a) 20,000,000 95,000,000 shares of Common Stock, par value $.001 per share (the “Parent Common Stock”), of which not more than 6,000,000 shares will be, prior to the Effective Time, issued and outstanding, after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 5,000,000 shares of “blank check” Preferred Stock, par value $.001 per share, of which 6,000 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the “Parent Series A Preferred Stock”), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 3,500 shares of Parent Series A Preferred Stock in the Private Placement at the Closing. Except as disclosed in Schedule 3.4, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. As of October 31, 1997, (i) 9,120,741 All outstanding shares of the capital stock of Parent Common Stock were are validly issued and outstanding, (ii) 1,810,000 fully paid and non-assessable, none of such shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 shares of Parent Common Stock were issuable upon conversion of convertible securities granted or issuable by Parent. Except as set forth on Section 3.4 have been issued in violation of the Parent Disclosure Schedule, since October 31, 1997, Parent has not issued preemptive rights of any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock isperson, and all shares of Parent Common Stock to be were issued in connection with transactions that were (A) exempt from the Merger will be, duly authorized registration and validly issued, fully paid and nonassessable and free of any preemptive rights. As prospectus delivery requirements of the date hereofSecurities Act, (B) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities laws and (C) accomplished in conformity with all other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7) or in Section 3.4 to the Parent Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any applicable securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent; and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stocklaws.

Capitalization of Parent. Parent's authorized capital stock consists solely of (a) 20,000,000 25,000,000 shares of common stock, $.01 par value per share ("Parent Common Stock"), and (b) 5,000,000 shares of preferred stock, $.01 par value per share ("Parent Preferred Stock"). As of October 31November 4, 1997, (i) 9,120,741 14,610,121 shares of Parent Common Stock were issued of which 14,607,729 were outstanding and outstanding2,392 were held by Parent as treasury shares, (ii) 1,810,000 862,547 shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 shares of Parent Common Stock were issuable upon conversion of options, warrants or convertible securities granted or issuable by ParentParent and (iii) no shares of Parent Preferred Stock were issued and outstanding. Except as set forth on Section 3.4 Since September 30, 1997, with the exception of the Parent Disclosure ScheduleCommon Stock issued to EFC pursuant to the Plan and the Securities Purchase Agreement and to Enron Capital & Trade Resources Corp. ("ECT") pursuant to the Stock Purchase Agreement dated November 21, since October 311997 (the "Stock Purchase Agreement"), 1997by and between Parent and ECT, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock of Parent is, and all shares of Parent Common Stock to be issued in connection with the Merger will bebe when issued in accordance with Article II, duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereof, other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7) above or in Section 3.4 on Schedule 3.3 to the Parent Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent; and Parent has no obligation of any kind to issue any additional securities securities, other than the Parent Common Stock to be issued to EFC pursuant to the Plan and the Securities Purchase Agreement and to ECT pursuant to the Stock Purchase Agreement or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

Capitalization of Parent. Parent's The authorized capital stock of Parent consists solely of (a) 100,000,000 shares of common stock, par value $0.0001 per share (the "PARENT COMMON STOCK"), of which not more than 1,850,000 shares will be, prior to the Effective Time, issued and outstanding, before taking into consideration the issuance of Parent Common Stock in the Private Placement, and (b) 20,000,000 shares of "blank check" preferred stock, par value $0.0001 per share, of which 300 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "PARENT SERIES A PREFERRED STOCK") pursuant to a Certificate of Designation substantially as set forth in Exhibit E hereto, of which no shares are issued and outstanding prior to the date hereof, and following the Effective Date will be outstanding, a minimum of 100 Units and maximum of 240 Units (276 Units if the over-allotment is exercised) shares of Parent Series A Preferred Stock under the Private Placement following the Closing. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. As of October 31, 1997, (i) 9,120,741 All outstanding shares of the capital stock of Parent Common Stock were are validly issued and outstanding, (ii) 1,810,000 shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 shares of Parent Common Stock were issuable upon conversion of convertible securities granted or issuable by Parent. Except as set forth on Section 3.4 of the Parent Disclosure Schedule, since October 31, 1997, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock is, and all shares of Parent Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable nonassessable, and free none of any preemptive rights. As such shares have been issued in violation of the date hereof, other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7) or in Section 3.4 to the Parent Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or preemptive rights of any type relating to the issuance, sale or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent; and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stockperson.

Capitalization of Parent. Parent's As of May 15, 2015, the authorized capital stock of Parent consists solely of (a) 20,000,000 1,000,000,000 ordinary shares of Parent Common Stock. As $0.0001 each, of October 31, 1997, (i) 9,120,741 which 178,752,678 shares of Parent Common Stock were are issued and outstanding, (ii) 1,810,000 and 4,000,000 euro deferred shares of €.01 each, of which 4,000,000 are issued and outstanding. All of the issued and outstanding ordinary shares of Parent Common Stock were issuable upon have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth in Section 5.3 of the exercise Parent Disclosure Schedule, as of options the date of this Agreement, there are no outstanding agreements, subscriptions, warrants, options, rights or warrants and 5,012,107 commitments (nor has Parent granted any other right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating Parent to purchase, redeem, issue or sell any ordinary shares or other securities of Parent Common Stock were issuable upon conversion Parent, including any security or obligation of any kind convertible securities granted into or issuable by exchangeable or exercisable for any ordinary shares or other security of Parent. Except as set forth on in Section 3.4 5.3 of the Parent Disclosure Schedule, since October 31, 1997, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock is, and all shares of Parent Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereof, other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7i) or in Section 3.4 to the Parent Disclosure Schedule, there are no outstanding shares or authorized equity equivalents, restricted stock awards, restricted stock units, leveraged share awards, stock appreciation, phantom stock, dividend equivalent rights, profit participation, or other equity awards of capital stock Parent or subscriptionsits Subsidiaries, optionsand (ii) there are no voting trusts, warrants, puts, calls, stockholder agreements, understandingsproxies, claims or other commitments or rights of any type relating similar Contracts with respect to the issuance, sale or transfer by Parent voting of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of the capital stock of Parent; and Parent has no obligation of any kind or its Subsidiaries to issue any additional securities or to pay for securities of which Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stockits Subsidiaries is a party.