Common use of Capitalization; Ownership of Stock Clause in Contracts

Capitalization; Ownership of Stock. The authorized capital stock of the Company consists of twenty million (20,000,000) shares of Common Stock, par value $0.10, four million six hundred forty five thousand seventeen (4,645,017) shares of which are issued and outstanding, two million forty nine thousand seven hundred fifty eight (2,049,758) shares of which are reserved for issuance upon the exercise of conversion rights, options or warrants and none of which are held as treasury shares, and ten thousand (10,000) shares of 1997 6.0% Cumulative Convertible Preferred stock, par value $100.00 (the "6.0% Preferred Stock"), three thousand three hundred thirty four (3,334) shares of which are outstanding and none of which are treasury shares, twenty five thousand (25,000) shares of 6.5% Cumulative Convertible Preferred Stock, par value $100.00 (the "6.5% Preferred Stock"), one thousand four hundred (1,400) shares of which are outstanding and none of which are treasury shares, and, subject to the completion of the closing under the 7.5% Cumulative Convertible Preferred Stock Purchase Agreement of even date herewith by and between the Company and the Purchaser ("Preferred Stock Purchase Agreement:"), five hundred twenty thousand eight hundred thirty three (520,833) shares of 7.5% Cumulative Convertible Preferred Stock, par value $5.76 (the "7.5% Preferred Stock"), all shares of which are outstanding, (collectively, the Common Stock and the various series of preferred stock are referred to as the "Capital Stock"). There are no other authorized shares of any other class. All outstanding shares of Capital Stock have been validly issued by the Company and are fully paid, non-assessable and free of preemptive rights. Except as set forth in Schedule 4.2, no shares of Capital Stock have been reserved for issuance for any purpose and there is no subscription, option, warrant, call, right, contract, commitment, understanding or arrangement relating to the issuance, sale or transfer by the Company of any shares of Capital Stock including any right of conversion or exchange under any outstanding security or other instrument other than the Stockholders Agreements of even date herewith between the Purchaser and the Sellers. The issuance and sale of all shares of Capital Stock have been in full compliance with all applicable federal and state securities laws. Each Seller holds of record the number of shares of Common Stock and Preferred Stock, if any, set forth next to his name in Schedule 4.2.

Capitalization; Ownership of Stock. The authorized capital stock of the Company consists of twenty million (20,000,000) shares of Common Stockcommon stock, par value $0.10, four 0.10 (the "Common Stock"),four million six hundred forty five thousand seventeen (4,645,017) shares of which are issued and outstanding, two million forty nine thousand seven hundred fifty eight (2,049,758) shares of which are reserved for issuance upon the exercise of conversion rights, options or warrants and none of which are held as treasury shares, and ten thousand (10,000) shares of 1997 6.0% Cumulative Convertible Preferred stock, par value $100.00 (the "6.0% Preferred Stock"), three thousand three hundred thirty four (3,334) shares of which are outstanding and none of which are treasury shares, and twenty five thousand (25,000) shares of 6.5% Cumulative Convertible Preferred Stock, par value $100.00 (the "6.5% Preferred Stock"), ) one thousand four hundred (1,400) shares of which are issued and outstanding and none of which are held as treasury shares, and, subject to the completion of the closing under the 7.5% Cumulative Convertible Preferred Stock Purchase Agreement of even date herewith by and between the Company and the Purchaser ("Preferred Stock Purchase this Agreement:"), five hundred twenty thousand eight hundred thirty three (520,833) shares of 7.5% Cumulative Convertible Preferred Stock, par value $5.76 (the "7.5% Preferred Stock"), all shares of which are outstanding, outstanding (collectively, the Common Stock and the various series of preferred stock are referred to as the "Capital Stock"). There are no other authorized shares of any other class. All outstanding shares of Capital Stock have been validly issued by the Company and are fully paid, non-assessable and free of preemptive rights. Except as set forth in Schedule 4.2, no shares of Capital Stock have been reserved for issuance for any purpose and there is no subscription, option, warrant, call, right, contract, commitment, understanding or arrangement relating to the issuance, sale or transfer by the Company of any shares of Capital Stock including any right of conversion or exchange under any outstanding security or other instrument other than the Stockholders Stockholder Agreements of even date herewith between the Purchaser Investor and certain of the SellersCompany's shareholders. The issuance and sale of all shares of Capital Stock have been in full compliance with all applicable federal and state securities laws. Each Seller holds of record the number of shares of Common Stock and Preferred Stock, if any, set forth next to his name in Schedule 4.2.

Capitalization; Ownership of Stock. The authorized capital stock of the Company consists of twenty million (20,000,000) shares of Common Stock, par value $0.10, four million six hundred forty five thousand seventeen (4,645,017) shares of which are issued and outstanding, two million forty nine thousand seven hundred fifty eight (2,049,758) shares of which are reserved for issuance upon the exercise of conversion rights, options or warrants and none of which are held as treasury shares, and ten thousand (10,000) shares of 1997 6.0% Cumulative Convertible Preferred stock, par value $100.00 (the "6.0% Preferred Stock"), three thousand three hundred thirty four (3,334) shares of which are outstanding and none of which are treasury shares, twenty five thousand (25,000) shares of 6.5% Cumulative Convertible Preferred Stock, par value $100.00 (the "6.5% Preferred Stock"), one thousand four hundred (1,400) shares of which are outstanding and none of which are treasury shares, and, subject to the completion of the closing under the 7.5% Cumulative Convertible Preferred Stock Purchase Agreement of even date herewith by and between the Company and the Purchaser Parent ("Preferred Stock Purchase Agreement:"), five hundred twenty thousand eight hundred thirty three (520,833) shares of 7.5% Cumulative Convertible Preferred Stock, par value $5.76 (the "7.5% Preferred Stock"), all shares of which are outstanding, (collectively, the Common Stock and the various series of preferred stock are referred to as the "Capital Stock"). There are no other authorized shares of any other class. All outstanding shares of Capital Stock have been validly issued by the Company and are fully paid, non-assessable and free of preemptive rights. Except as set forth in Schedule 4.2, no shares of Capital Stock have been reserved for issuance for any purpose and there is no subscription, option, warrant, call, right, contract, commitment, understanding or arrangement relating to the issuance, sale or transfer by the Company of any shares of Capital Stock including any right of conversion or exchange under any outstanding security or other instrument other than the Stockholders Agreements of even date herewith between the Purchaser Parent and the Sellers, as defined in the Common Stock Purchase Agreement. The issuance and sale of all shares of Capital Stock have been in full compliance with all applicable federal and state securities laws. Each Seller holds of record the number of shares of Common Stock and Preferred Stock, if any, set forth next to his name in Schedule 4.2.

Capitalization; Ownership of Stock. The authorized capital stock of the Company consists of twenty million (20,000,000) shares of Common Stock, par value $0.10, four five million six seventy three thousand nine hundred forty five thousand seventeen fifty two (4,645,0175,073,952) shares of which are issued and outstanding, two one million nine hundred forty nine thousand seven hundred fifty eight (2,049,7581,949,758) shares of which are reserved for issuance upon the exercise of conversion rights, options or warrants and none of which are held as treasury shares, and ten thousand (10,000) shares of 1997 6.0% Cumulative Convertible Preferred stock, par value $100.00 (the "6.0% Preferred StockPREFERRED STOCK"), three thousand three hundred thirty four (3,334) shares of which are outstanding and none of which are treasury shares, twenty five thousand (25,000) shares of 6.5% Cumulative Convertible Preferred Stock, par value $100.00 (the "6.5% Preferred Stock"), one thousand four hundred (1,400) shares of which are outstanding and none of which are treasury shares, and, subject to the completion of the closing under the 7.5% Cumulative Convertible Preferred Stock Purchase Agreement of even date herewith by and between the Company and the Purchaser ("Preferred Stock Purchase Agreement:"), five hundred twenty thousand eight hundred thirty three (520,833) shares of 7.5% Cumulative Convertible Preferred Stock, par value $5.76 (the "7.5% Preferred StockPREFERRED STOCK"), all shares of which are outstanding, (collectively, the Common Stock and the various series of preferred stock are referred to as the "Capital StockCAPITAL STOCK"). There are no other authorized shares of any other class. All outstanding shares of Capital Stock have been validly issued by the Company and are fully paid, non-assessable and free of preemptive rights. Except as set forth in Schedule 4.2, no shares of Capital Stock have been reserved for issuance for any purpose and there is no subscription, option, warrant, call, right, contract, commitment, understanding or arrangement relating to the issuance, sale or transfer by the Company of any shares of Capital Stock including any right of conversion or exchange under any outstanding security or other instrument other than the Stockholders Agreements of even date herewith between the Purchaser and the Sellersinstrument. The issuance and sale of all shares of Capital Stock have been in full compliance with all applicable federal and state securities laws. Each Seller holds of record the number of shares of Common Stock and Preferred Stock, if any, set forth next to his name in Schedule 4.2.

Capitalization; Ownership of Stock. The authorized capital stock of the Company consists of twenty million (20,000,000) shares of Common Stock, par value $0.10, four million six hundred forty five thousand seventeen (4,645,017) shares of which are issued and outstanding, two million forty nine thousand seven hundred fifty eight (2,049,758) shares of which are reserved for issuance upon the exercise of conversion rights, options or warrants and none of which are held as treasury shares, and ten thousand (10,000) shares of 1997 6.0% Cumulative Convertible Preferred stock, par value $100.00 (the "6.0% Preferred Stock")100.00, three thousand three hundred thirty four (3,334) shares of which are outstanding and none of which are treasury shares, twenty five thousand (25,000) shares of 6.5% Cumulative Convertible Preferred Stock, par value $100.00 (the "6.5% Preferred Stock")100.00, one thousand four hundred (1,400) shares of which are outstanding and none of which are treasury shares, and, subject to the completion of the closing under the 7.5% Cumulative Convertible Preferred Stock Purchase Agreement of even date herewith by and between the Company and the Purchaser ("Preferred Stock Purchase Agreement:"), five hundred twenty thousand eight hundred thirty three (520,833) shares of 7.5% Cumulative Convertible Preferred Stock, par value $5.76 (the "7.5% Preferred Stock")5.76, all shares of which are outstanding, (collectively, the Common Stock and the various series of preferred stock are referred to as the "Capital StockCAPITAL STOCK"). There are no other authorized shares of any other class. All outstanding shares of Capital Stock have been validly issued by the Company and are fully paid, non-assessable and free of preemptive rights. Except as set forth in Schedule 4.2, no shares of Capital Stock have been reserved for issuance for any purpose and there is no subscription, option, warrant, call, right, contract, commitment, understanding or arrangement relating to the issuance, sale or transfer by the Company of any shares of Capital Stock including any right of conversion or exchange under any outstanding security or other instrument other than the Stockholders Agreements of even date herewith between the Purchaser Parent and the Sellers, as defined in the Common Stock Purchase Agreement. The issuance and sale of all shares of Capital Stock have been in full compliance with all applicable federal and state securities laws. Each Seller holds of record the number of shares of Common Stock and Preferred Stock, if any, set forth next to his name in Schedule 4.2.