Common use of Capitalization of the Company and its Subsidiaries Clause in Contracts

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of: (i) 110,000,000 shares of Company Common Stock, of which 25,661,122 shares are issued and outstanding as of the date hereof and held by less than 1,000 stockholders, and (ii) 10,000,000 shares of Preferred Stock, no par value, no shares of which are issued and outstanding. All of the issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rights. As of the date hereof, 3,492,000 Shares are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company's 2002 Stock Plan. Except as set forth above or listed in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding (i) shares of stock or other voting securities of the Company; (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company; (iii) options or other rights to acquire from the Company or any of its Subsidiaries, and no obligations of the Company or any of its Subsidiaries to issue, any stock, voting securities, or securities convertible into or exchangeable for stock or voting securities of the Company; or (iv) equity equivalents, interests in the ownership or earnings of the Company, or other similar rights (including stock appreciation rights) (collectively, "Company Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or to which it is bound relating to the voting of any shares of capital stock of the Company (other than the Company Voting Agreement).

Capitalization of the Company and its Subsidiaries. (a) The As of the date hereof, the authorized capital stock of the Company consists ofof 500,000,000 shares of capital stock, of which: (i) 110,000,000 shares of Company 496,500,000 are classified as Common Stock, of which 25,661,122 par value $0.0001 per share, 28,500,000 shares are issued and outstanding as of the date hereof and held by less than 1,000 stockholdersoutstanding, and (ii) 10,000,000 shares of 3,500,000 are classified as Series A Junior Participating Preferred Stock, no par valuevalue $0.0001 per share, no shares none of which shares are issued and or outstanding. All The Series A Junior Participating Preferred Stock has been reserved for issuance upon the exercise of the issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rightspreferred share purchase rights in accordance with the Rights Agreement. As of the date hereof, 3,492,000 Shares there are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to in respect of 1,437,250 Shares at the Company's 2002 Stock Planexercise prices set forth in Section 2.9(a) of the Company Disclosure Schedule. Except as set forth above or listed as set forth in Section 3.2(a2.9(a) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding (i) no shares of capital stock or other voting securities of the Company; , (ii) no securities of the Company or any of its Subsidiaries subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company; , (iii) options no options, calls or other rights (including warrants or other contractual rights, including contingent rights) to acquire from the Company or any of its Subsidiariessubsidiaries, and no obligations of the Company or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock, voting securities, securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company; or Company and (iv) no equity equivalents, interests in the ownership or earnings of the Company, Company or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Company Securities"). There Except for the Company Stock Option Plan or as set forth in Section 2.9(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreementsSecurities or any capital stock, voting trusts securities or other agreements or understandings to which the Company or ownership interests in any of its Subsidiaries is a party or to which it is bound relating to the voting of any shares of capital stock subsidiary of the Company (other than the Company Voting Agreement)Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of: (i) 110,000,000 60,000,000 shares of Company Common Stock, of which 25,661,122 32,516,383 shares are were issued and outstanding as of the date hereof and held by less than 1,000 stockholdersJuly 13, 1999, and (ii) 10,000,000 1,000,000 shares of Preferred Stock, no par valuevalue $.01 per share, of which 300,000 shares are designated as Series A Junior Participating Preferred Stock, no shares of which are issued and outstanding. All of the issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rights. As of the date hereof, 3,492,000 6,260,252 Shares are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company's 2002 Stock PlanOptions. Except as set forth above or listed in Section 3.2(a) of and except for the Option Agreement and the Company Disclosure ScheduleRights Agreement (as hereinafter defined), as of the date hereof, there are no outstanding (i) no shares of stock or other voting securities of the Company; (ii) no securities of the Company or any of its Subsidiaries subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company; (iii) no options or other rights to acquire from the Company or any of its Subsidiariessubsidiaries, and no obligations of the Company or any of its Subsidiaries subsidiaries to issue, any stock, voting securities, or securities convertible into or exchangeable for stock or voting securities of the Company; or and (iv) no equity equivalents, interests in the ownership or earnings of the Company, or other similar rights (including stock appreciation rights) (collectively, "Company SecuritiesCOMPANY SECURITIES"). There Except for the Option Agreement, there are no outstanding obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the 9 18 Company or any of its Subsidiaries subsidiaries is a party or to which it is bound relating to the voting of any shares of capital stock of the Company (other than the Company Voting Agreement). Section 3.2 of the Company Disclosure Schedule sets forth information regarding the current exercise price, the date of grant, and the number of Company Stock Options granted for each holder thereof.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of: (i) 110,000,000 13,600 shares of Company Common Stock, of which 25,661,122 shares are issued and outstanding as of the date hereof and held by less than 1,000 stockholders, and (ii) 10,000,000 shares of Preferred Stock, no par value, no shares of which are issued and outstanding. All of the issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rights. As of the date hereof, 3,492,000 Shares are reserved for issuance 8,000 shares of Common Stock were issued and issuable upon or otherwise deliverable outstanding and owned of record and beneficially as set forth in connection with Section 2.2(a) of the exercise Sellers' Disclosure Schedule. All the outstanding share capital of outstanding the Company Stock Options issued pursuant to the Company's 2002 Stock Planhas been duly authorized, validly issued, fully paid and non-assessable. Except as set forth above or listed and in Section 3.2(a2.2(a) of the Company Sellers' Disclosure Schedule, as of the date hereof, (1) there are no outstanding (i) shares of capital stock or other voting securities of the Company; (ii) securities of the Company authorized, issued or any of its Subsidiaries convertible into outstanding, (2) there are no authorized or exchangeable for shares of stock or voting securities of the Company; (iii) options outstanding options, warrants, calls, preemptive rights, subscriptions or other rights rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to acquire from the issued or unissued capital stock of the Company or any of its Subsidiaries, and no obligations of obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any stock, voting securities, shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for stock such shares or voting securities of the Company; or (iv) equity equivalents, interests in the ownership or earnings of the Companyinterests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other similar rights right, agreement, arrangement or commitment, (including stock appreciation rights3) (collectively, "Company Securities"). There there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which capital stock of the Company or any of its Subsidiaries is a party Subsidiaries, or to which it is bound relating to make any payments based on the voting of any shares market price or value of capital stock of the Company or its Subsidiaries, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary or any other than entity and (4) there are no outstanding shareholder agreements, voting agreements, option agreements, buy-sell agreements, rights of first refusal or first offer, proxies, registration rights agreements or other similar agreements with respect to the equity securities of the Company Voting Agreement)or any of its Subsidiary.

Capitalization of the Company and its Subsidiaries. (a) The authorized stock share capital of the Company consists of: (i) 110,000,000 shares of Company Common Stock, of which 25,661,122 shares are issued and outstanding as of the date hereof and held by less than 1,000 stockholders, and (ii) 10,000,000 shares of Preferred Stock, no par value, no shares of which are issued and outstanding. All of the issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rightsUS$36,000 divided into 360,000,000 Shares. As of the date hereof, 3,492,000 197,446,940 Shares were issued and outstanding, all of which are reserved duly authorized, validly issued, fully paid and non-assessable, in compliance with all applicable Laws, and none of which was issued in violation of any preemptive rights or similar rights to subscribe for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company's 2002 Stock Planpurchase securities. Except as set forth above or listed in this Section 3.2(a4.02 and except for this Agreement and the Transactions, (A) there is no share capital of the Company Disclosure Scheduleauthorized, as of the date hereofissued or outstanding, (B) there are no authorized or outstanding (i) shares of stock options, warrants, calls, preemptive rights, subscriptions or other voting securities rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to the Company; (ii) securities issued or unissued share capital of the Company or any of its Subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company; (iii) options or other rights to acquire from the Company or any of its Subsidiaries, and no obligations of obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any stock, voting securities, share capital or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for stock such share capital or voting securities of the Company; or (iv) equity equivalents, interests in the ownership or earnings of the Companyinterests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other similar rights right, agreement, arrangement or commitment, (including stock appreciation rightsC) (collectively, "Company Securities"). There there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which share capital of the Company or any of its Subsidiaries is a party Subsidiaries, or to which it is bound relating to make any payments based on the voting market price or value of any shares of Shares or other share capital stock of the Company or its Subsidiaries, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company’s Subsidiaries or any other entity other than loans to the Company’s Subsidiaries in the ordinary course of business, and (D) there are no outstanding bonds, debentures, notes or other obligations of the Company Voting Agreement)the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of: (i) 110,000,000 60,000,000 shares of Company Common Stock, of which 25,661,122 32,516,383 shares are were issued and outstanding as of the date hereof and held by less than 1,000 stockholdersJuly 13, 1999, and (ii) 10,000,000 1,000,000 shares of Preferred Stock, no par valuevalue $.01 per share, of which 300,000 shares are designated as Series A Junior Participating Preferred Stock, no shares of which are issued and outstanding. All of the issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rights. As of the date hereof, 3,492,000 6,260,252 Shares are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company's 2002 Stock PlanOptions. Except as set forth above or listed in Section 3.2(a) of and except for the Option Agreement and the Company Disclosure ScheduleRights Agreement (as hereinafter defined), as of the date hereof, there are no outstanding (i) no shares of stock or other voting securities of the Company; (ii) no securities of the Company or any of its Subsidiaries subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company; (iii) no options or other rights to acquire from the Company or any of its Subsidiariessubsidiaries, and no obligations of the Company or any of its Subsidiaries subsidiaries to issue, any stock, voting securities, or securities convertible into or exchangeable for stock or voting securities of the Company; or and (iv) no equity equivalents, interests in the ownership or earnings of the Company, or other similar rights (including stock appreciation rights) (collectively, "Company SecuritiesCOMPANY SECURITIES"). There Except for the Option Agreement, there are no outstanding obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries subsidiaries is a party or to which it is bound relating to the voting of any shares of capital stock of the Company (other than the Company Voting Agreement). Section 3.2 of the Company Disclosure Schedule sets forth information regarding the current exercise price, the date of grant, and the number of Company Stock Options granted for each holder thereof.

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of: (i) 110,000,000 shares of Company Common Stock, of which 25,661,122 shares are issued and outstanding as of the date hereof and held by less than 1,000 stockholders, and (ii) 10,000,000 shares of Preferred Stock, no par value, no shares of which are issued and outstanding. All of the issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rights. As of the date hereof, 3,492,000 Shares are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company's ’s 2002 Stock Plan. Except as set forth above or listed in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding (i) shares of stock or other voting securities of the Company; (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company; (iii) options or other rights to acquire from the Company or any of its Subsidiaries, and no obligations of the Company or any of its Subsidiaries to issue, any stock, voting securities, or securities convertible into or exchangeable for stock or voting securities of the Company; or (iv) equity equivalents, interests in the ownership or earnings of the Company, or other similar rights (including stock appreciation rights) (collectively, "“Company Securities"”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or to which it is bound relating to the voting of any shares of capital stock of the Company (other than the Company Voting Agreement).