Common use of Capitalization of the Seller Clause in Contracts

Capitalization of the Seller. (a) The authorized capital stock of the Seller consists of 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of the date hereof, (i) 26,948,955 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (ii) 300,000 shares of preferred stock (not including the Preferred Stock) are issued and outstanding, all of which are validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Common Stock or preferred stock was issued in violation of any preemptive rights. All issuances of such issued and outstanding shares when made were registered or exempt from registration under the Securities Act, except where the failure of such issuances to be registered or exempt from registration would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the SEC Reports and in Schedule 3.2 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character to which the Seller is a party relating to the issuance or sale of capital stock of the Seller or obligating the Seller to issue or sell any shares of capital stock of, or any other equity interest in, the Seller or its Subsidiaries. Except as disclosed in Schedule 3.2 of the Disclosure Schedule, there are no outstanding contractual obligations of the Seller to repurchase, redeem or otherwise acquire any shares of Common Stock or shares of capital stock of its Subsidiaries. Upon issuance of the Shares to the Purchaser at the Closing and payment therefor pursuant to this Agreement and the Certificate of Designations, the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. By the Closing Date, the shares of Common Stock issuable upon conversion of the Shares will be duly authorized and reserved for issuance upon such conversion and, upon issuance of such shares in accordance with the Certificate of Designations, will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon consummation of the transactions contemplated by this Agreement, including the issuance of the Shares, registration of the Shares in the name of the Purchaser in the stock records of the Seller and delivery of the Shares, the Purchaser will own the Shares free and clear of all Encumbrances, other than Encumbrances resulting from any action, or failure to take action, by the Purchaser. All shares of Common Stock issued as dividends with respect to the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon the due declaration and issuance of a dividend payable in Common Stock with respect to the Shares, the registration of such shares of Common Stock in the name of the Purchaser in the stock records of the Seller and delivery of such shares of Common Stock, the Purchaser will own all such shares of Common Stock free and clear of all Encumbrances, other than Encumbrances resulting from any action, or failure to take any action, by the Purchaser.

Capitalization of the Seller. (a) The authorized capital stock of the Seller consists of 100,000,000 55,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of the date hereofMarch 10, 1997, (i) 26,948,955 26,864,511 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, nonassessable and (ii) 300,000 200,000 shares of preferred stock are issued and outstanding (not including the Preferred Stock and the Series C Preferred Stock) are issued and outstanding, all of which are validly issued, fully paid and nonassessable). None of the issued and outstanding shares of Common Stock or preferred stock was issued in violation of any preemptive rights. All issuances of such issued and outstanding shares when made were registered or exempt from registration under the Securities Act, except where the failure of such issuances to be registered or exempt from registration would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the SEC Reports and in Schedule 3.2 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character to which the Seller is a party relating to the issuance or sale of capital stock of the Seller or obligating the Seller to issue or sell any shares of capital stock of, or any other equity interest in, the Seller or its Subsidiaries. Except as disclosed in Schedule 3.2 of the Disclosure Schedule, there are no outstanding contractual obligations of the Seller to repurchase, redeem or otherwise acquire any shares of Common Stock or shares of capital stock of its Subsidiaries. Upon issuance of the Shares to the Purchaser at the Closing and payment therefor pursuant to this Agreement and the Certificate of DesignationsDesignation, the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. By the Closing Date, the shares of Common Stock issuable upon conversion of the Shares will be duly authorized and reserved for issuance upon such conversion and, upon issuance of such shares in accordance with the Certificate of DesignationsDesignation, will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon consummation of the transactions contemplated by this Agreement, including the issuance of the Shares, registration of the Shares in the name of the Purchaser in the stock records of the Seller and delivery of the SharesShares as provided in the Escrow Agreement, the Purchaser will own the Shares free and clear of all Encumbrances, other than Encumbrances resulting from any action, or failure to take action, by the Purchaser. All shares of Common Stock issued as dividends with respect to the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon the due declaration and issuance of a dividend payable in Common Stock with respect to the Shares, the registration of such shares of Common Stock in the name of the Purchaser in the stock records of the Seller and delivery of such shares of Common Stock, the Purchaser will own all such shares of Common Stock free and clear of all Encumbrances, other than Encumbrances resulting from any action, or failure to take any action, by the Purchaser.

Capitalization of the Seller. (a) 1. The authorized capital stock of the Seller consists of 100,000,000 55,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of the date hereofMay 20, 1997, (i) 26,948,955 26,865,099 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, nonassessable and (ii) 300,000 200,000 shares of preferred stock are issued and outstanding (not including the Preferred Stock and the Series C Preferred Stock) are issued and outstanding, all of which are validly issued, fully paid and nonassessable). None of the issued and outstanding shares of Common Stock or preferred stock was issued in violation of any preemptive rights. All issuances of such issued and outstanding shares when made were registered or exempt from registration under the Securities Act, except where the failure of such issuances to be registered or exempt from registration would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the SEC Reports and in Schedule 3.2 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character to which the Seller is a party relating to the issuance or sale of capital stock of the Seller or obligating the Seller to issue or sell any shares of capital stock of, or any other equity interest in, the Seller or its Subsidiaries. Except as disclosed in Schedule 3.2 of the Disclosure Schedule, there are no outstanding contractual obligations of the Seller to repurchase, redeem or otherwise acquire any shares of Common Stock or shares of capital stock of its Subsidiaries. Upon issuance of the Shares to the Purchaser at the Closing and payment therefor pursuant to this Agreement and the Certificate of DesignationsDesignation, the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. By the Closing Date, the shares of Common Stock issuable upon conversion of the Shares will be duly authorized and reserved for issuance upon such conversion and, upon issuance of such shares in accordance with the Certificate of DesignationsDesignation, will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon consummation of the transactions contemplated by this Agreement, including the issuance of the Shares, registration of the Shares in the name of the Purchaser in the stock records of the Seller and delivery of the SharesShares as provided in the Escrow Agreement, the Purchaser will own the Shares free and clear of all Encumbrances, other than Encumbrances resulting from any action, or failure to take action, by the Purchaser. All shares of Common Stock issued as dividends with respect to the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon the due declaration and issuance of a dividend payable in Common Stock with respect to the Shares, the registration of such shares of Common Stock in the name of the Purchaser in the stock records of the Seller and delivery of such shares of Common Stock, the Purchaser will own all such shares of Common Stock free and clear of all Encumbrances, other than Encumbrances resulting from any action, or failure to take any action, by the Purchaser.

Capitalization of the Seller. (a) The authorized capital stock of the Seller consists of 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of the date hereof, (i) 26,948,955 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (ii) 300,000 shares of preferred stock (not including the Preferred Stock) are issued and outstanding, all of which are validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Common Stock or preferred stock was issued in violation of any preemptive rights. All issuances of such issued and outstanding shares when made were registered or exempt from registration under the Securities Act, except where the failure of such issuances to be registered or exempt from registration would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the SEC Reports and in Schedule 3.2 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character to which the Seller is a party relating to the issuance or sale of capital stock of the Seller or obligating the Seller to issue or sell any shares of capital stock of, or any other equity interest in, the Seller or its Subsidiaries. Except as disclosed in Schedule 3.2 of the Disclosure Schedule, there are no outstanding contractual obligations of the Seller to repurchase, redeem or otherwise acquire any shares of Common Stock or shares of capital stock of its Subsidiaries. Upon issuance of the Shares to the Purchaser at the Closing and payment therefor pursuant to this Agreement and the Certificate of Designations, the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. By the Closing Date, the shares of Common Stock issuable upon conversion of the Shares will be duly authorized and reserved for issuance upon such conversion and, upon issuance of such shares in accordance with the Certificate of Designations, will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon consummation of the transactions contemplated by this Agreement, including the issuance of the Shares, registration of the Shares in the name of the Purchaser in the stock records of the Seller and delivery of the Shares, the Purchaser will own the Shares free and clear of all Encumbrances, other than Encumbrances resulting from any action, or failure to take action, by the Purchaser. All shares of Common Stock issued as dividends with respect to the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon the due declaration and issuance of a dividend payable in Common Stock with respect to the Shares, the registration of such shares of Common Stock in the name of the Purchaser in the stock records of the Seller and delivery of such shares of Common Stock, the Purchaser will own all such shares of Common Stock free and clear of all Encumbrances, other than Encumbrances resulting from any action, or failure to take any action, by the Purchaser. (b) The outstanding indebtedness of Seller as of March 31, 1998 is accurately reflected (subject to normal and recurring adjustments and other revisions which were not and are not known or reasonably expected to be material in amount) in the Seller's balance sheet at March 31, 1998 contained in the Seller's unaudited quarterly consolidated financial statements and the notes and schedules thereto for the quarter ended March 31, 1998 (the "1998 Financial Statements").

Capitalization of the Seller. (a) The authorized capital stock of the Seller consists of 100,000,000 55,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of the date hereofMay 20, 1997, (i) 26,948,955 26,865,099 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, nonassessable and (ii) 300,000 200,000 shares of preferred stock are issued and outstanding (not including the Preferred Stock and the Series C Preferred Stock) are issued and outstanding, all of which are validly issued, fully paid and nonassessable). None of the issued and outstanding shares of Common Stock or preferred stock was issued in violation of any preemptive rights. All issuances of such issued and outstanding shares when made were registered or exempt from registration under the Securities Act, except where the failure of such issuances to be registered or exempt from registration would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the SEC Reports and in Schedule 3.2 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character to which the Seller is a party relating to the issuance or sale of capital stock of the Seller or obligating the Seller to issue or sell any shares of capital stock of, or any other equity interest in, the Seller or its Subsidiaries. Except as disclosed in Schedule 3.2 of the Disclosure Schedule, there are no outstanding contractual obligations of the Seller to repurchase, redeem or otherwise acquire any shares of Common Stock or shares of capital stock of its Subsidiaries. Upon issuance of the Shares to the Purchaser at the Closing and payment therefor pursuant to this Agreement and the Certificate of DesignationsDesignation, the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. By the Closing Date, the shares of Common Stock issuable upon conversion of the Shares will be duly authorized and reserved for issuance upon such conversion and, upon issuance of such shares in accordance with the Certificate of DesignationsDesignation, will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon consummation of the transactions contemplated by this Agreement, including the issuance of the Shares, registration of the Shares in the name of the Purchaser in the stock records of the Seller and delivery of the SharesShares as provided in the Escrow Agreement, the Purchaser will own the Shares free and clear of all Encumbrances, other than Encumbrances resulting from any action, or failure to take action, by the Purchaser. All shares of Common Stock issued as dividends with respect to the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon the due declaration and issuance of a dividend payable in Common Stock with respect to the Shares, the registration of such shares of Common Stock in the name of the Purchaser in the stock records of the Seller and delivery of such shares of Common Stock, the Purchaser will own all such shares of Common Stock free and clear of all Encumbrances, other than Encumbrances resulting from any action, or failure to take any action, by the Purchaser.