Common use of Capital Shares Clause in Contracts

Capital Shares. The Parent Common Shares issuable in the Purchase and Sale will be, at the time of Closing, duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement and the Investment and Sale Agreement will be validly issued in compliance with all applicable securities laws, fully paid, nonassessable and not subject to any preemptive rights. The authorized, issued and outstanding capital shares of Parent are as set forth in the SEC Documents as of the dates of the financial statements or other information included in the SEC Documents. Since September 30, 2003, there has been no material change to the issued and outstanding capital shares of Parent other than the issuances of shares of Parent common stock under Parent’s Employee Stock Purchase Plan and Stock Option Plan.

Capital Shares. The Parent Common Shares issuable in upon the Purchase and Sale Merger will be, at the time of Closing, duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement and the Investment and Sale Agreement Merger Documents will be validly issued in compliance with all applicable securities laws, fully paid, nonassessable and not subject to any preemptive rights. The authorized, issued and outstanding capital shares of Parent are as set forth in the SEC Documents as of the dates of the financial statements or other information included in the SEC Documents. Since September June 30, 2003, there has been no material change to the issued and outstanding capital shares of Parent other than the issuances of shares of Parent common stock under Parent’s Employee Stock Purchase Plan and Stock Option Plan.

Capital Shares. The Parent Common Shares issuable in upon the Purchase and Sale -------------- Merger will be, at the time of Closing, duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement and the Investment and Sale Agreement Merger Documents will be validly issued in compliance with all applicable securities lawsissued, fully paid, nonassessable and not subject to any preemptive rights. The authorized, issued and outstanding capital shares of Parent are as set forth in the SEC Documents as of the dates of the financial statements or other information included in the SEC Documents. Since September 30March 31, 20032001, there has been no material change to the issued and outstanding capital shares of Parent other than the issuances of shares of Parent common stock under Parent’s 's Employee Stock Purchase Plan and Stock Option Plan.