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

Capitalization of the Company and its Subsidiaries. The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock of which, as of July 31, 1997, 4,929,313 Shares were issued and outstanding. All outstanding shares of capital stock of the Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Except as set forth on Schedule 2.2 hereof, as of July 31, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedule 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 100,000,000 100 million shares of Common Stock capital stock, of which, as of July 31January 16, 19972001, 4,929,313 Shares 18,558,065 shares of Company Common Stock were issued and outstanding, and no shares of Company Common Stock were held in the Company's treasury. All of the outstanding shares of capital stock of the Company Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. As of January 17, 2001, 1,724,856 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Options. Except as set forth on Schedule 2.2 hereofin this Section 3.2, as of July 31January 17, 19972001, there are were outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no stock appreciation rights, phantom stock units, restricted stock grants, contingent stock grants or Employee Plans which grant awards of any of the foregoing, and no other outstanding contractual rights to which the Company is a party the value of which is based on the value of Company Common Stock, (iii) no bonds, debentures, notes or other indebtedness of the Company or any subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote, (iv) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iiiv) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or its subsidiaries and, and no obligation obligations of the Company or its subsidiaries to issue, deliver or sell issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, Company and (iv) no equity equivalents, performance shares, equivalent interests in the ownership or earnings of the Company or other similar rights issued by the Company its subsidiaries (collectively, collectively "Company SecuritiesCOMPANY SECURITIES"). Except as set forth on Section 3.2 of the Company Disclosure Schedule 2.2 heretolists each outstanding Company Stock Option, showing in each case the exercise price, the number of shares of Company Common Stock into which each such Company Stock Option is exercisable, and the expiration date of such Company Stock Option. As of the date hereof, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, repurchase redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 heretoThere are no stockholder agreements, each voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or registration of the outstanding any shares of capital stock of each the Company. To the knowledge of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by as of the Company, free and clear date of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedule 2.2 heretothis Agreement, there are no existing options, calls or commitments irrevocable proxies and no voting agreements (other than the Voting Agreement) with respect to any shares of any character relating to the issued or unissued capital stock or the other equity voting securities of any subsidiary of the CompanyCompany to which the Company is a party.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of of: (i) 100,000,000 240,000,000 shares of Company Common Stock Stock, of which, which 56,465,838 shares are issued and outstanding as of July 31the date hereof and 2,105,372 shares are held by the Company in treasury, 1997and (ii) 2,000,000 shares of Preferred Stock, 4,929,313 Shares were issued and par value $.01 per share, of which 100,000 shares are designated as Series A Junior Participating Preferred Stock, no shares of which are outstanding. All outstanding shares of capital stock of the Company issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, nonassessable non-assessable and free of preemptive rights. As of the date hereof, 7,092,273 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 Option Plans and 4,326,757 Shares are reserved for issuance upon conversion of the Company's 4 1/4% Convertible Subordinated Notes due 2007 (the "4 1/4% Notes"). Except as set forth on Schedule 2.2 hereofabove and except for the Option Agreement, the 4 1/4% Notes and the Company Rights Agreement (as hereinafter defined), as of July 31, 1997the 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 convertible into or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or any of its subsidiaries, and no obligation obligations of the Company or any of its subsidiaries to issue, deliver or sell any capital stock, voting securities securities, or securities convertible into or exchangeable for capital stock or voting securities of the Company, and ; or (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company Company, or other similar rights issued by the Company (including stock appreciation rights) (collectively, "Company Securities"). Except as set forth on Schedule 2.2 heretofor the Option Agreement and the 4 1/4% Notes, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 heretoThere are no stockholder agreements, each 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 outstanding voting of any shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by Company (other than the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"Voting Agreement). Except as set forth on Schedule 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of of: (i) 100,000,000 240,000,000 shares of Company Common Stock Stock, of which, which 56,465,838 shares are issued and outstanding as of July 31the date hereof and 2,105,372 shares are held by the Company in treasury, 1997and (ii) 2,000,000 shares of Preferred Stock, 4,929,313 Shares were issued and par value $.01 per share, of which 100,000 shares are designated as Series A Junior Participating Preferred Stock, no shares of which are outstanding. All outstanding shares of capital stock of the Company issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, nonassessable non-assessable and free of preemptive rights. As of the date hereof, 7,092,273 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 Option Plans and 4,326,757 Shares are reserved for issuance upon conversion of the Company's 4-1/4% Convertible Subordinated Notes due 2007 (the "4-1/4% NOTES"). Except as set forth on Schedule 2.2 hereofabove and except for the Option Agreement, the 4-1/4% Notes and the Company Rights Agreement (as hereinafter defined), as of July 31, 1997the 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 convertible into or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or any of its subsidiaries, and no obligation obligations of the Company or any of its subsidiaries to issue, deliver or sell any capital stock, voting securities securities, or securities convertible into or exchangeable for capital stock or voting securities of the Company, and ; or (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company Company, or other similar rights issued by the Company (including stock appreciation rights) (collectively, "Company SecuritiesCOMPANY SECURITIES"). Except as set forth on Schedule 2.2 heretofor the Option Agreement and the 4-1/4% Notes, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 heretoThere are no stockholder agreements, each 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 outstanding voting of any shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by Company (other than the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"Voting Agreement). Except as set forth on Schedule 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 100,000,000 40,000,000 shares of Common Stock Stock, of which, as of July 31the date hereof, 1997, 4,929,313 Shares 5,243,956 shares were issued and outstanding (excluding shares held as treasury shares), and 194,884 shares of Common Stock are held as treasury shares and (ii) 5,000,000 shares of preferred stock, no shares of which are issued or outstanding. All outstanding shares of capital stock of the Company Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of the date hereof, (i) 580,555 shares of Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding Stock Options 12 18 and (ii) 34,000 shares of Common Stock are issuable under the 1997 Stock Plan pursuant to Section 2.11(d). Section 3.2(a) of the Disclosure Schedule sets forth the outstanding Stock Options. Except as set forth on Schedule 2.2 hereof, as of July 31, 1997above, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or its subsidiaries, and no obligation obligations of the Company or its subsidiaries to issue, deliver or sell any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or its subsidiaries or other similar rights issued by the Company (collectivelye.g., "Company Securities"phantom stock or stock appreciation rights). Except as set forth on Schedule 2.2 heretofor the Voting Agreements and agreements issued under the Company Plans, there are no outstanding obligations of stockholder, voting, repurchase or similar agreements or understandings to which the Company or any of its subsidiaries to repurchase, redeem is a party or otherwise acquire bound relating to the transfer, voting or repurchase of any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedule 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 100,000,000 40,000,000 shares of Common Stock Stock, of which, as of July 31the date hereof, 1997, 4,929,313 Shares 5,243,956 shares were issued and outstanding (excluding shares held as treasury shares), and 194,884 shares of Common Stock are held as treasury shares and (ii) 5,000,000 shares of preferred stock, no shares of which are issued or outstanding. All outstanding shares of capital stock of the Company Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of the date hereof, (i) 580,555 shares of Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding Stock Options 12 17 and (ii) 34,000 shares of Common Stock are issuable under the 1997 Stock Plan pursuant to Section 2.11(d). Section 3.2(a) of the Disclosure Schedule sets forth the outstanding Stock Options. Except as set forth on Schedule 2.2 hereof, as of July 31, 1997above, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or its subsidiaries, and no obligation obligations of the Company or its subsidiaries to issue, deliver or sell any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or its subsidiaries or other similar rights issued by the Company (collectivelye.g., "Company Securities"phantom stock or stock appreciation rights). Except as set forth on Schedule 2.2 heretofor the Voting Agreements and agreements issued under the Company Plans, there are no outstanding obligations of stockholder, voting, repurchase or similar agreements or understandings to which the Company or any of its subsidiaries to repurchase, redeem is a party or otherwise acquire bound relating to the transfer, voting or repurchase of any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedule 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 100,000,000 30,000,000 Shares and 1,000,000 shares of Common Stock preferred stock, of which, as which 14,192,776 Shares and no shares of July 31, 1997, 4,929,313 Shares were preferred stock are issued and outstanding. All outstanding shares of capital stock of the Company outstanding Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Except All of the outstanding Shares have been issued in compliance with all applicable United States federal and state and foreign securities laws. Other than (x) as set forth on Schedule 2.2 hereofin the first sentence of this Section 3.2(a); (y) an aggregate of 1,975,000 Shares reserved for issuance for awards under Option Plans, as of July 31, 1997which 1,561,564 Shares are subject to outstanding Stock Options issued under such Option Plans; and (z) an aggregate of 1,078,524 Shares subject to outstanding Stock Options issued outside of the Options Plans, there are no other outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or its subsidiaries convertible into or exercisable or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or its subsidiaries, and no obligation or obligations of the Company or its subsidiaries to issue, deliver or sell any capital stock, voting securities or securities convertible into or exercisable or exchangeable for capital stock or voting securities of the Company, ; and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or its subsidiaries or other similar rights issued by the Company (clauses (i) through (iv) above, collectively, "Company SecuritiesCOMPANY SECURITIES"). Except as set forth on Schedule 2.2 hereto, there There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 heretoThere are no stockholder agreements, each voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or registration of the outstanding any shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedule 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. The authorized capital stock of the Company consists of (i) 100,000,000 30,000,000 shares of Common Stock Stock, par value $.01 per share, of which, as of July 31the date of this Agreement, 19978,262,513 shares of Common Stock are issued and outstanding and (ii) 10,000,000 shares of Preferred Stock, 4,929,313 Shares were par value $1.00 per share, of which, as of the date of this Agreement, no shares are issued and outstanding. All outstanding shares of capital stock of the Company Common Stock have been duly authorized and validly issued, and are fully paidpaid and nonassessable. As of the date of this Agreement, nonassessable Employee Options to purchase an aggregate of 610,500 shares of Common Stock are outstanding and free warrants to purchase 435,000 shares of preemptive rightsCommon Stock are outstanding and held by Metropolitan Life Insurance Company, First Boston LBO, Inc. or their successors and assigns (the "Warrants"). Except as set forth above and except as set forth on Schedule 2.2 hereof, as of July 31, 19972.2, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no written or oral options, subscriptions, warrants, convertible securities, calls calls, preemptive or rescission rights or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalentsequivalents (including, performance shareswithout limitation, stock appreciation rights), interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto2.2, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedule 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.all