Common use of Authorization; Closing Clause in Contracts

Authorization; Closing. As of the consummation of the transactions substituting Restricted Shares (as defined below) for the Warrant (the "SUBSTITUTION CLOSING"), Parent will have authorized the issuance to UHC of 4,229,682 shares of restricted Common Stock (the "TRANCHE A SHARES") and 1,409,895 shares of restricted Common Stock (the "TRANCHE B SHARES", and collectively with the Tranche A Shares, the "RESTRICTED SHARES"). The Substitution Closing will take place at the offices of Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California, on January 25, 2001, or such other time and date as mutually agreed upon by the parties.