Common use of Company Capital Structure Clause in Contracts

Company Capital Structure. (a) Immediately prior to Closing, the authorized capital stock of the Company will consist of 100,000,000 shares of authorized Common Stock, $.001 par value, of which 11,722,116 shares are issued and outstanding as of December 16, 1998 and of which 10,000,000 are designated Class B Common, none of which are outstanding, and 50,000,000 shares of Preferred Stock, $.001 par value, of which 750,000 shares are designated Series A Preferred Stock, all of which are outstanding, 17,100,003 shares are designated Series B Preferred, all of which are outstanding, 11,149,287 shares are designated Series C Preferred, 396,159 of which are outstanding, 6,000,000 shares are designated Series C-1 Preferred, none of which are outstanding, 5,000,000 shares are designated Series D Preferred, none of which are outstanding and 5,000,000 shares are designated Series D-1 Preferred, none of which are outstanding (collectively, the "COMPANY CAPITAL STOCK"). Except as provided in the Stockholders Rights Agreement, all outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable, are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities laws. The Company has no other capital stock authorized, issued or outstanding.

Company Capital Structure. (a) Immediately prior to Closing, the authorized capital stock of the Company will consist of 100,000,000 shares of authorized Common Stock, $.001 par value, of which 11,722,116 11,773,997 shares are issued and outstanding as of December 1631, 1998 and of which 10,000,000 are designated Class B Common, none of which are outstanding, and 50,000,000 shares of Preferred Stock, $.001 par value, of which 750,000 shares are designated Series A Preferred Stock, all of which are outstanding, 17,100,003 shares are designated Series B Preferred, all of which are outstanding, 11,149,287 shares are designated Series C Preferred, 396,159 of which are outstanding, 6,000,000 shares are designated Series C-1 Preferred, none 2,701,049 of which are outstanding, 5,000,000 shares are designated Series D Preferred, none of which are outstanding and 5,000,000 shares are designated Series D-1 Preferred, none 2,083,334 of which are outstanding (collectively, the "COMPANY CAPITAL STOCKCompany Capital Stock"). Except as provided in the Stockholders Rights Agreement, all outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable, are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities laws. The Company has no other capital stock authorized, issued or outstanding.

Company Capital Structure. (a) Immediately prior to Closing, the The authorized capital stock of the Company will consist of 100,000,000 consists of: 40,000,000 shares of authorized Common Stock, par value $.001 par value0.0001 per share (the “Company Common Stock”), of which 11,722,116 11,055,653 shares are issued and outstanding as of December 16, 1998 outstanding; and of which 10,000,000 are designated Class B Common, none of which are outstanding, and 50,000,000 22,522,057 shares of Preferred Stock, par value $.001 par value, of which 750,000 0.0001 per share (the “Preferred Stock”). Of the authorized Preferred Stock: 8,590,231 shares are have been designated Series A Preferred Stock, all of which are outstanding, 17,100,003 shares 8,405,809 shares are issued and outstanding; and 13,931,826 shares have been designated Series B PreferredPreferred Stock, all of which are outstanding, 11,149,287 13,731,824 shares are designated Series C Preferredissued and outstanding. No other shares of Preferred Stock are issued or outstanding. The Company Capital Stock, 396,159 including all shares of which are outstandingthe Company Restricted Stock, 6,000,000 shares are designated Series C-1 Preferredis held of record by the Persons, none with the addresses of which are outstanding, 5,000,000 shares are designated Series D Preferred, none of which are outstanding record and 5,000,000 shares are designated Series D-1 Preferred, none of which are outstanding (collectively, in the "COMPANY CAPITAL STOCK"amounts set forth on Schedule 3.3(a). Except as provided in the Stockholders Rights Agreement, all All outstanding shares of Company Capital Stock (i) are duly authorized, validly issued, fully paid and non-assessable, assessable and are not subject to preemptive rights created by statute, the Company Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound bound, and (ii) have been issued offered, sold and delivered by the Company in compliance in all material respects with federal and state securities lawsall applicable Laws. The All preferential rights of the Preferred Stock in connection with the sale of substantially all of the assets of the Company has or a merger involving the Company are set forth in the Company Certificate of Incorporation. There are no other capital stock authorized, issued declared or outstandingaccrued but unpaid dividends with respect to any shares of Company Capital Stock.

Company Capital Structure. (a) Immediately prior to Closing, the The authorized capital stock of the Company will consist consists of 100,000,000 (i) 19,226,125 shares of authorized Common Stock, $.001 par value, of which 11,722,116 2,787,637 shares are issued and outstanding as of December 16, 1998 and of which 10,000,000 are designated Class B Common, none of which are outstanding, and 50,000,000 (ii) 23,875 shares of Preferred Stock, $.001 par value, of which 750,000 shares 2,500 are designated Series A Preferred StockPreferred, all of which are issued and outstanding, 17,100,003 3,125 shares are designated Series B Preferred, all of which are issued and outstanding, 11,149,287 1,000 shares are designated Series C Preferred, 396,159 all of which are issued and outstanding, 6,000,000 shares are designated Series C-1 Preferred, none of which are outstanding, 5,000,000 5,250 shares are designated Series D PreferredPreferred Stock, none all of which are outstanding issued and 5,000,000 outstanding, and 12,000 shares are designated Series D-1 E Preferred, none all of which are outstanding (collectively, issued and outstanding. The Company Capital Stock is held by the "COMPANY CAPITAL STOCK"persons and in the amounts set forth on Schedule 2.2(a). Except as provided in the Stockholders Rights Agreement, all All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable, are assessable and not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and bound. On or at the Effective Time, each outstanding share of Preferred Stock of the Company, other than shares for which dissenter's rights have been issued exercised, shall be converted into Common Stock of the Company in compliance with federal and state securities laws. The such number of shares of Common Stock of the Company has no other capital stock authorized, issued or outstandingas is set forth on Schedule 2.2(a).

Company Capital Structure. (a) Immediately prior to ClosingAs of April 7, 1999, the authorized capital stock of the Company will consist consists of 100,000,000 125,000,000 shares of authorized Common Stock, $.001 0.001 par value, of which 11,722,116 11,162,113 shares are issued and outstanding as of December 16outstanding, 1998 and of which 10,000,000 8,000,000 shares are designated as Class B CommonCommon Stock, none of which are outstanding, and 50,000,000 45,000,000 shares of Preferred Stock, $.001 0.001 par value, of which 750,000 17,563,187 shares are designated as Series A B Preferred Stock, all 16,450,721 of which are outstanding, 17,100,003 18,198,413 shares are designated as Series B PreferredC Preferred Stock, all 18,009,405 of which are outstanding, 11,149,287 3,640,000 shares are designated as Series C Preferred, 396,159 of which are outstanding, 6,000,000 shares are designated Series C-1 PreferredD Preferred Stock, none of which are outstanding, 5,000,000 and 3,640,000 shares are designated Series D Preferred, none of which are outstanding and 5,000,000 shares are designated as Series D-1 PreferredPreferred Stock, none 1,536,362 of which are outstanding (collectively, the "COMPANY CAPITAL STOCKCompany Capital Stock"). Except as provided in the Stockholders Fifth --------------------- Amended and Restated Rights AgreementAgreement of the Company, all outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-non- assessable, are not subject to preemptive rights created by statute, the Second Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities laws. The Company has no other capital stock authorized, issued or outstanding.

Company Capital Structure. (a) Immediately prior to Closing, the authorized capital stock of the Company will consist of 100,000,000 shares of authorized Common Stock, $.001 par value, of which 11,722,116 shares are issued and outstanding as of December 16, 1998 and of which 10,000,000 are designated Class B Common, none of which are outstanding, and 50,000,000 shares of Preferred Stock, $.001 par value, of which 750,000 shares are designated Series A Preferred Stock, all of which are outstanding, 17,100,003 shares are designated Series B Preferred, all of which are outstanding, 11,149,287 shares are designated Series C Preferred, 396,159 of which are outstanding, 6,000,000 shares are designated Series C-1 Preferred, none of which are outstanding, 5,000,000 shares are designated Series D Preferred, none of which are outstanding and 5,000,000 shares are designated Series D-1 Preferred, none of which are outstanding (collectively, the "COMPANY CAPITAL STOCK"). Except as provided in the Stockholders Rights Agreement, all outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-non- assessable, are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities laws. The Company has no other capital stock authorized, issued or outstanding.