Common use of Authorized and Outstanding Stock Clause in Contracts

Authorized and Outstanding Stock. After giving effect to the transactions contemplated hereby, the authorized capital stock of the Company will consist of (i) 30,000,000 shares of its common stock, par value $0.01 per share (the "Common Stock"), of which 9,532,862 shares were issued and outstanding as of March 8, 2002, and (ii) 9,000,000 shares of preferred stock, of which (a) 4,000,000 shares have been designated as Series A Preferred Stock, par value $0.01 per share, no shares of which are outstanding, and (b) 1,500,000 shares have been designated as Series B Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), 666,667 shares of which are issued and outstanding. Except as disclosed in the Company SEC reports (as defined below) and in the Transaction Documents, there are no outstanding subscriptions, options, warrants, phantom rights, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the Company. Except as set forth in the Company SEC Reports, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or any interests therein. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company will have been duly and validly authorized and issued and will be fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. Assuming the accuracy of the Investor's representations in Section III, the offer, issuance, sale and delivery of the Shares and Conversion Shares are or will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act") and the qualification or registration provisions of applicable state securities laws. The Company has duly and validly authorized and reserved 666,667 shares of Common Stock for issuance upon conversion of the Series B Preferred Stock, and the Conversion Shares so issued in accordance with the Certificate of Incorporation will, upon such conversion and issuance, be validly issued, fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. There are no preemptive rights, rights of first refusal, put or call rights or obligations or anti-dilution rights with respect to the issuance, sale or redemption of the Company's capital stock, other than rights set forth herein or in the Certificate of Incorporation. Other than the rights set forth in the Transaction Documents, there are no rights to have the Company's capital stock registered for sale to the public pursuant to the laws of any jurisdiction, and there are no agreements of which the Company is aware relating to the voting of the Company's voting securities or restrictions on the transfer of the Company's capital stock.

Authorized and Outstanding Stock. After giving effect Immediately prior to the consummation of the transactions contemplated herebyto be effected at the Closing, the authorized capital stock of the Company will consist of (i) 30,000,000 shares of its common stock, par value $0.01 .001 per share (the "Common Stock")share, of which 9,532,862 5,609,500 shares were are issued and outstanding as of March 8, 2002outstanding, and (ii) 9,000,000 10,000,000 shares of preferred stock, par value $.001 per share, of which (aw) 4,000,000 4,500,000 shares have been designated as Series A Convertible Preferred Stock (the "Series A Preferred Stock"), par value $0.01 per share, no shares 4,000,000 of which are issued and outstanding, and (bx) 1,500,000 2,333,333 shares have been designated as Series B Convertible Preferred Stock, par value $0.01 per share Stock (the "Series B Preferred Stock"), 666,667 shares all of which are issued and outstandingoutstanding and (y) 3,140,000 shares have been designated as Series C Convertible Preferred Stock (the "Series C Preferred Stock"), and the Company has committed to issue 3,387,550 shares of Series C Preferred Stock. Except as disclosed in the Company SEC reports (as defined below) and in the Transaction DocumentsSchedule 3.03, there are no outstanding subscriptions, options, warrants, phantom rights, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the Company. Except as set forth in the Company SEC ReportsRevised Charter or in Schedule 3.03, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or any other equity interests thereinin the Company. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company will have been duly and validly authorized and issued and will be fully paid and non-assessable assessable. The relative rights, preferences and free and clear of all liens and encumbrances created by or through other terms relating to the Company. Assuming the accuracy New Preferred, upon filing of the Investor's representations Revised Charter, will be substantially as set forth in Section IIIthe form of Revised Charter attached hereto as Exhibit B, and such rights and preferences would be valid and enforceable under Delaware law. Except as pursuant to the Stockholders' Agreement, dated as of May 17, 2000, by and among the Company and the stockholders of the Company identified on Annex I thereto, the offer, issuance, sale and delivery of the Shares and Conversion Shares are or will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act") and the qualification or registration provisions of applicable state securities laws. The Company has duly and validly authorized and reserved 666,667 shares of Common Stock for issuance upon conversion of the Series B Preferred Stock, and the Conversion Shares so issued in accordance with the Certificate of Incorporation will, upon such conversion and issuance, be validly issued, fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. There are no not granted any preemptive rights, rights of first refusal, put or call rights or obligations or anti-dilution rights with respect to the issuance, issuance or sale or redemption of the Company's capital stock, other than rights set forth herein or in the Certificate of Incorporation. Other than the rights set forth in the Transaction Documents, there are no rights to have the Company's capital stock registered for sale to the public pursuant to the laws of any jurisdiction, and there are no agreements of which the Company is aware relating to the voting of the Company's voting securities or restrictions on the transfer of the Company's capital stock.

Authorized and Outstanding Stock. After giving effect to the transactions contemplated hereby, the authorized capital stock of the Company will consist of (i) 30,000,000 shares of its common stock, par value $0.01 per share (the "Common Stock"), of which 9,532,862 9,923,998 shares were issued and outstanding as of March 8October 16, 20022003, and (ii) 9,000,000 shares of preferred stock, of which (a) 4,000,000 shares have been designated as Series A Preferred Stock, par value $0.01 per share, no shares of which are outstanding, and (b) 1,500,000 shares have been designated as Series B Preferred Stock, par value $0.01 per share (the "“Series B Preferred Stock"”), 666,667 801,448 shares of which are issued and outstanding as of October 19, 2003, and (c) 166,667 shares have been designated as Series C Preferred Stock, 166,667 shares of which are issued and outstanding. Except as disclosed in the Company SEC reports (as defined below) and in the Transaction Documents, there are no outstanding subscriptions, options, warrants, phantom rights, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the Company. Except as set forth in the Company SEC Reports, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or any interests therein. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company will have been duly and validly authorized and issued and will be fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. Assuming the accuracy of the Investor's Investors representations in Section III, the offer, issuance, sale and delivery of the Shares and Conversion Shares are or will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "“Act"”) and the qualification or registration provisions of applicable state securities laws. The Company has duly and validly authorized and reserved 666,667 1,500,000 shares of Common Stock for issuance upon conversion of the Series B Preferred Stock, and the shares issuable upon conversion of the Series B Preferred Stock in accordance with the Certificate of Incorporation will, upon such conversion and issuance, be validly issued, fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. The Company has duly and validly authorized and reserved 166,667 shares of Common Stock for issuance upon conversion of the Series C Preferred Stock, and the Conversion Shares so issued in accordance with the Certificate of Incorporation will, upon such conversion and issuance, be validly issued, fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. There are no preemptive rights, rights of first refusal, put or call rights or obligations or anti-dilution rights with respect to the issuance, sale or redemption of the Company's ’s capital stock, other than rights set forth herein or in the Certificate of Incorporation. Other than the rights set forth in the Transaction Documents, there are no rights to have the Company's ’s capital stock registered for sale to the public pursuant to the laws of any jurisdiction, and there are no agreements of which the Company is aware relating to the voting of the Company's ’s voting securities or restrictions on the transfer of the Company's ’s capital stock.

Authorized and Outstanding Stock. After giving effect to the transactions contemplated hereby, the authorized capital stock of the Company will consist of (i) 30,000,000 shares of its common stock, par value $0.01 per share (the "Common Stock"), of which 9,532,862 9,925,447 shares were issued and outstanding as of March 8November 21, 20022003, and (ii) 9,000,000 shares of preferred stock, of which (a) 4,000,000 shares have been designated as Series A Preferred Stock, par value $0.01 per share, no shares of which are outstanding, and (b) 1,500,000 shares have been designated as Series B Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), 666,667 801,448 shares of which are issued and outstanding as of November 21, 2003, and (c) 1,500,000 shares have been designated as Series C Preferred Stock, 166,667 shares of which are issued and outstanding. Except as disclosed in the Company SEC reports (as defined below) and in the Transaction Documents, there are no outstanding subscriptions, options, warrants, phantom rights, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the Company. Except as set forth in the Company SEC Reports, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or any interests therein. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company will have been duly and validly authorized and issued and will be fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. Assuming the accuracy of the Investor's representations in Section III, the offer, issuance, sale and delivery of the Shares and Conversion Shares are or will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act") and the qualification or registration provisions of applicable state securities laws. The Company has duly and validly authorized and reserved 666,667 1,500,000 shares of Common Stock for issuance upon conversion of the Series B Preferred Stock, and the shares issuable upon conversion of the Series B Preferred Stock in accordance with the Certificate of Incorporation will, upon such conversion and issuance, be validly issued, fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. The Company has duly and validly authorized and reserved 166,667 shares of Common Stock for issuance upon conversion of the Series C Preferred Stock, and the Conversion Shares so issued in accordance with the Certificate of Incorporation will, upon such conversion and issuance, be validly issued, fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. There are no preemptive rights, rights of first refusal, put or call rights or obligations or anti-dilution rights with respect to the issuance, sale or redemption of the Company's capital stock, other than rights set forth herein or in the Certificate of Incorporation. Other than the rights set forth in the Transaction Documents, there are no rights to have the Company's capital stock registered for sale to the public pursuant to the laws of any jurisdiction, and there are no agreements of which the Company is aware relating to the voting of the Company's voting securities or restrictions on the transfer of the Company's capital stock.