Capitalization of Parent, Merger Sub and LLC Clause Samples

Capitalization of Parent, Merger Sub and LLC. (a) As of March 10, 2004, Parent’s authorized capital stock consisted solely of (x) 300,000,000 shares of Class A common stock, par value $.01 per share (“Parent Class A Common Stock”), of which (i) 139,894,961 shares were issued and outstanding, (ii) 2,357,690 shares were issued and held in treasury (which does not include the shares reserved for issuance set forth in clause (iii) below) and no shares were held by subsidiaries of Parent, (iii) 17,432,246 shares were reserved for issuance upon the exercise of outstanding options, (iv) no shares were reserved for issuance upon the conversion of Parent Class B Common Stock (as defined below) into Parent Class A Common Stock, (v) 5,496,291 shares were reserved for future issuance under outstanding options granted by Parent, and (vi) no shares reserved for issuance upon the exercise of outstanding warrants issued by Parent; (y) 300,000,000 shares of Class B common stock, par value $.01 per share (“Parent Class B Common Stock” and, with the Parent Class A Common Stock, the “Parent Common Stock”), of which (i) no shares were issued and outstanding, (ii) no shares were issued and held in treasury and no shares were held by subsidiaries of Parent, and (iii) 159,684,897 shares were reserved for issuance upon the conversion of Parent Class A Common Stock into Parent Class B Common Stock; and (z) 100,000 shares of Preferred Stock, par value $.01 per share (“Parent Preferred Stock”), of which (i) no shares were issued and outstanding, (ii) no shares were issued and held in treasury and no shares were held by subsidiaries of Parent, and (iii) no shares were reserved for issuance. Each outstanding share of Parent capital stock is duly authorized and validly issued, fully paid and nonassessable, and has not been issued in violation of any preemptive or similar rights. Other than as set forth in the first sentence hereof, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale, repurchase 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 neither Parent nor any subsidiary of Parent has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities of Parent or any predecessor. Parent has no agreement, arrangement or understanding...