Common use of Company Capital Stock Clause in Contracts

Company Capital Stock. The Company's authorized capital stock consists of 57,000,000 shares of capital stock, comprised of 36,000,000 shares of Class A Voting Common Stock, par value $.00333 per share, and 12,000,000 shares of Class B Non-Voting Common Stock, par value $.00333 per share, of which 9,000,000 and 5,266,122 shares, respectively, are issued and outstanding on the date hereof, and 9,000,000 shares Company Preferred Stock, comprised of 6,000,000 shares designated as Class A Convertible Preferred Stock, par value $.00333 per share, and 3,000,000 shares designated as Class B Convertible Preferred Stock, par value $.00333 per share, of which 4,537,815 and 2,632,152 shares, respectively, are issued and outstanding on the date hereof. All of the issued and outstanding shares of Company Common Stock and Company Preferred Stock are duly and validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights. The owners of all issued and outstanding shares of Company Common Stock and Company Preferred Stock, together with number, class and series of such stock held by such stockholder as of the date hereof, are set forth in Section 4.4 of the Company Disclosure Schedule. The holders of all outstanding Equity Rights, and number of such Equity Rights so held as of the date hereof, are set forth in Section 4.4 of the Company Disclosure Schedule. Except as set forth in Section 4.4 of the Company Disclosure Schedule, there are no voting trusts, stockholders agreements, proxies or other similar agreements in effect with respect to the voting or transfer of the Company Common Stock or Company Preferred Stock. There is no liability for dividends declared or accumulated but unpaid with respect to any of the shares of Company Common Stock or Company Preferred Stock. Set forth in Section 4.4 of the Company Disclosure Schedule is a true and complete listing of each Vested Option, each Unvested Option, and each Frozen Option, and the holders thereof, the terms of vesting with respect to each such Unvested Option, the exercise price of each Stock Option listed, and the Stock Option plan under which each Stock Option listed was issued (and any restatements, amendments or supplements to any such plans prior to the date hereof).

Company Capital Stock. The Company's authorized capital stock of the Company consists solely of 57,000,000 12,000,000 shares of capital stock, comprised of 36,000,000 shares of Class A Voting Company Common Stock, par value $.00333 per share, and 12,000,000 shares of Class B Non-Voting Common Stock, par value $.00333 per share, of which 9,000,000 and 5,266,122 shares, respectively, 3,907,051 shares are issued and outstanding on as of the date hereof, and 9,000,000 3,000,000 shares of Company Preferred Stock, comprised of 6,000,000 shares designated as Class A Convertible Preferred Stock, par value $.00333 per share, and 3,000,000 shares designated as Class B Convertible Preferred Stock, par value $.00333 per share, of which 4,537,815 and 2,632,152 shares, respectively, no shares are issued and outstanding on outstanding. As of the date hereof, 1,806,600 shares of Company Common Stock were held in treasury by the Company. All Except for DPC Shares, no shares of the issued and Company Common Stock are held by Company's Subsidiaries. The outstanding shares of Company Common Stock and Company Preferred Stock are have been duly authorized and validly issued, issued and are fully paid and nonassessable non-assessable, and were not issued in violation free of any preemptive rights. The owners , with no personal liability attaching to the ownership thereof, and none of all issued and the outstanding shares of Company Common Stock and Company Preferred Stock, together with number, class and series of such stock held by such stockholder as have been issued in violation of the date hereof, are set forth in preemptive rights of any Person. Section 4.4 5.02 of the Company's Disclosure Schedule sets forth for each Company Disclosure Schedule. The holders Option, the name of all outstanding Equity Rightsthe grantee, and the date of the grant, the type of grant, the status of the option grant as qualified or non-qualified under Section 422 of the Code, the number of such Equity Rights so held as shares of Company Common Stock subject to each option, the number of shares of Company Common Stock subject to options that are currently exercisable and the exercise price per share. Section 5.02 of the date hereof, are set Company's Disclosure Schedule also sets forth the name of each participant and the number of units accrued by each such participant in Section 4.4 of the Company Disclosure ScheduleCompany's Deferred Stock Compensation Plan for Directors. Except as set forth in Section 4.4 of the Company Disclosure Schedulepreceding two sentence(s), there are no voting trustsshares of Company Stock reserved for issuance, stockholders agreements, proxies the Company does not have any Equity Interests issued or other similar agreements in effect outstanding with respect to Company Stock, and the voting Company does not have any commitment to authorize, issue or transfer sell any Company Stock or Equity Interests. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of, or other Equity Interests in, the Company or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of the Company. There are no shares of the Company Common Stock outstanding which are subject to vesting over time or Company Preferred Stock. There is no liability for dividends declared upon the satisfaction of any condition precedent, or accumulated but unpaid with respect which are otherwise subject to any right or obligation of repurchase or redemption on the part of the shares of Company Common Stock or Company Preferred Stock. Set forth in Section 4.4 of the Company Disclosure Schedule is a true and complete listing of each Vested Option, each Unvested Option, and each Frozen Option, and the holders thereof, the terms of vesting with respect to each such Unvested Option, the exercise price of each Stock Option listed, and the Stock Option plan under which each Stock Option listed was issued (and any restatements, amendments or supplements to any such plans prior to the date hereof)Company.

Company Capital Stock. The Company's As of October 19, 1999, the authorized capital stock of the Company consists solely of 57,000,000 50,000,000 shares of capital stock, comprised of 36,000,000 shares of Class A Voting Common Stock, par value $.00333 per share, and 12,000,000 shares of Class B Non-Voting Common Stock, par value $.00333 per share, of which 9,000,000 and 5,266,122 shares, respectively, 21,095,087 are issued and outstanding on and 30,000,000 shares of Preferred Stock of which the following series are authorized, issued and outstanding: SHARES ISSUED SERIES SHARES AUTHORIZED AND OUTSTANDING ------ ----------------- --------------- A 100 100 B 70,000 -0- D 2,000,000 1,628,663 As of the date hereof, and 9,000,000 except for such shares as may be repurchased by the Company as contemplated by Section 7.18 of this Agreement, no shares of Common Stock or Preferred Stock, comprised of 6,000,000 shares designated as Class A Convertible Preferred Stock, par value $.00333 per share, and 3,000,000 shares designated as Class B Convertible Preferred Stock, par value $.00333 per share, of which 4,537,815 and 2,632,152 shares, respectively, are issued and outstanding on Stock were held in treasury by the date hereofCompany or otherwise beneficially owned by the Company or its Subsidiaries. All of the issued and The outstanding shares of Company Common Stock and Company Preferred Stock are have been duly authorized and validly issued, are fully paid and nonassessable nonassessable, subject to no preemptive rights, and were not issued in violation of any preemptive rights. The owners Except as set forth in SCHEDULE 5.3, each of all issued and the outstanding shares of Company Common Stock and Company Preferred Stock, together with number, class and series capital stock of such stock held by such stockholder as each of the date hereofCompany's Subsidiaries have been duly authorized, and validly issued and are set forth in Section 4.4 of fully paid and non-assessable and not subject to any preemptive right and owned, either directly or indirectly, by the Company Disclosure Schedule. The holders free and clear of all outstanding Equity Rights, and number of such Equity Rights so held as of the date hereof, are set forth in Section 4.4 of the Company Disclosure ScheduleEncumbrances. Except as set forth in Section 4.4 of the Company Disclosure ScheduleSCHEDULE 5.3, there are no voting trustspre-emptive rights or outstanding subscriptions, stockholders agreementsoptions, proxies warrants, rights, convertible securities or other similar agreements in effect with respect or commitments of any character relating to the voting issued or transfer unissued capital stock or other securities of the Company Common Stock or Company Preferred Stock. There is no liability for dividends declared or accumulated but unpaid with respect to any of its Subsidiaries. Except as disclosed in SCHEDULE 5.3, the Company does not have shares subject to repurchase in the event certain performance targets have not been met (the "Company Performance Shares"). SCHEDULE 5.3 also sets forth the number and type of Company Common Stock or Company Preferred Stock. Set forth in Section 4.4 the equity securities of the Company Disclosure Schedule is a true or its Subsidiaries that will be issued, in accordance with and complete listing of each Vested Option, each Unvested Option, and each Frozen Option, and the holders thereof, the terms of vesting with respect to each such Unvested Option, the exercise price of each Stock Option listed, and the Stock Option plan under which each Stock Option listed was issued (and any restatements, amendments or supplements subject to any such plans prior to and all earn-out payment or other obligations of the date hereof)Company.

Company Capital Stock. The Company's authorized capital stock (a) As of the date of this Agreement, the Company Capital Stock consists of 57,000,000 shares of capital stock, comprised of 36,000,000 shares of Class A Voting Common Stock, par value $.00333 per share, and 12,000,000 shares of Class B Non-Voting Common Stock, par value $.00333 per share15,225,000 shares, of which 9,000,000 8,000,000 shares have been designated Company Common Stock and 5,266,122 shares, respectively, are issued and outstanding on the date hereof, and 9,000,000 7,225,000 shares have been designated Company Preferred Stock, comprised of 6,000,000 which 1,000,000 shares have been designated as Class A Convertible Series A-1 Preferred Stock, par value $.00333 per share, and 3,000,000 1,657,000 shares have been designated as Class B Convertible Series A-2 Preferred Stock, par value $.00333 per share2,284,000 shares have been designated Series A-3 Preferred Stock and 2,284,000 shares have been designated Series A-4 Preferred Stock. As of the date of this Agreement, 253,740 shares of which 4,537,815 Company Common Stock, 1,000,000 shares of Series A-1 Preferred Stock, 636,650 shares of Series A-2 Preferred Stock, 2,283,581 shares of Series A-3 Preferred Stock and 2,632,152 shares, respectively, are no shares of Series A-4 Preferred Stock have been issued and outstanding on the date hereofare outstanding. All of the such issued and outstanding shares of Company Common Capital Stock and Company Preferred Stock are have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive rightsor similar rights created by statute, the Company Certificate of Incorporation, the Company Bylaws or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with applicable federal and state securities or "blue sky" Laws. The owners Section 4.3(a) of all the Company Disclosure Schedule sets forth, as of the date of this Agreement, the name of each holder of shares of Company Capital Stock and the number of shares of Company Common Stock, Company Series A-1 Preferred Stock, Company Series A-2 Preferred Stock, Company Series A-3 Preferred Stock and Company Series A-4 Preferred Stock held of record by each such stockholder. There are no accrued or unpaid dividends with respect to any issued and outstanding shares of Company Common Capital Stock and Company Preferred Stock, together with number, class and series that will not be satisfied by the payment of such stock held by such stockholder as the Merger Consideration hereunder. (b) As of the date hereof, are set forth in Section 4.4 of the Company Disclosure Schedule. The holders of all outstanding Equity Rights, and number of such Equity Rights so held as of the date hereof, are set forth in Section 4.4 of the Company Disclosure Schedule. Except as set forth in Section 4.4 of the Company Disclosure Schedulethis Agreement, there are no voting trustsoutstanding options, stockholders warrants, calls, rights of conversion or other rights, agreements, proxies arrangements or other similar agreements in effect with respect commitments of any kind or character, relating to the voting or transfer of Company Capital Stock to which the Company Common Stock is a party, or by which it is bound, obligating the Company Preferred to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of Company Capital Stock. There is no liability for dividends declared or accumulated but unpaid with respect , other than outstanding Company Options representing the right to any purchase an aggregate of the 445,023 shares of Company Common Stock or Company Preferred Stock. Set forth in Section 4.4 of the Company Disclosure Schedule is a true and complete listing of each Vested Option, each Unvested Option, and each Frozen Option, and the holders thereof, the terms of vesting with respect to each such Unvested Option, the exercise price of each Stock Option listed, and the Stock Option plan under which each Stock Option listed was issued (and any restatements, amendments or supplements to any such plans prior to the date hereof).