Common use of Company Capitalization Clause in Contracts

Company Capitalization. The authorized capital stock of the Company consists of (i) thirty thousand (30,000) shares of Common Stock, $0.0001 par value, of which ten million seven hundred two thousand one hundred seventy-nine (10,702,179) are issued and outstanding as of June 30, 2004; and (ii) five million (5,000,000) shares of Preferred Stock, $0.0001 par value per share, of which no shares are issued and outstanding. Immediately prior to the initial Closing, there shall be authorized Three Million Seven Hundred Fifty Thousand (3,750,000) shares of Preferred Stock, which are to be designated 8% Series C Convertible Preferred Stock, none of which are issued and outstanding prior to the Initial Closing. Although the Company's Amended and Restated Certificate of Incorporation sets forth the rights, preferences, privileges and restrictions of two series of Preferred Stock, designated Series A Preferred and Series B Preferred, no number of shares has been allocated to such series, and the Company represents and warrants that it will not issue such series of Preferred Stock. The outstanding shares of Common Stock (a) have been duly authorized and validly issued and (b) are fully paid and nonassessable, with no personal liability attaching to the ownership thereof. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the authorized capital stock of the Company are as stated in the Company's Certificate of Incorporation, as amended and currently in effect (including the Certificate of Designations), and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. The Conversion Shares and the Warrant Shares have been duly and validly reserved for issuance. The Shares, when issued in compliance with the provisions of this Agreement, the Conversion Shares, when issued in compliance with the provisions of this Agreement and the Certificate of Designations, and the Warrant Shares, when issued in compliance with the provisions of the Class A Warrants or the Class B Warrants, as the case may be, will be duly authorized, validly issued, fully paid and nonassessable, no personal liability will attach to the ownership thereof, and will be free of any liens or encumbrances and will be issued in compliance with applicable federal and state securities laws; provided, however, that the Shares, the Conversion Shares and the Warrant Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

Company Capitalization. The authorized capital stock of the Company consists of (i) thirty thousand (30,000) shares of Common Stock, $0.0001 par value, of which ten million seven hundred two thousand one hundred seventy-nine (10,702,179) are issued and outstanding as of June 30, 2004; and (ii) five million (5,000,000) shares of Preferred Stock, $0.0001 par value per share, of which no shares are issued and outstanding. Immediately prior to the initial Closing, there shall be authorized Three Million Seven Hundred Fifty Thousand (3,750,000) shares of Preferred Stock, which are to be designated 8% Series C Convertible Preferred Stock, none of which are issued and outstanding prior to the Initial Closing. Although the Company's ’s Amended and Restated Certificate of Incorporation sets forth the rights, preferences, privileges and restrictions of two series of Preferred Stock, designated Series A Preferred and Series B Preferred, no number of shares has been allocated to such series, and the Company represents and warrants that it will not issue such series of Preferred Stock. The outstanding shares of Common Stock (a) have been duly authorized and validly issued and (b) are fully paid and nonassessable, with no personal liability attaching to the ownership thereof. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the authorized capital stock of the Company are as stated in the Company's ’s Certificate of Incorporation, as amended and currently in effect (including the Certificate of Designations), and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. The Conversion Shares and the Warrant Shares have been duly and validly reserved for issuance. The Shares, when issued in compliance with the provisions of this Agreement, the Conversion Shares, when issued in compliance with the provisions of this Agreement and the Certificate of Designations, and the Warrant Shares, when issued in compliance with the provisions of the Class A Warrants or the Class B Warrants, as the case may be, will be duly authorized, validly issued, fully paid and nonassessable, no personal liability will attach to the ownership thereof, and will be free of any liens or encumbrances and will be issued in compliance with applicable federal and state securities laws; provided, however, that the Shares, the Conversion Shares and the Warrant Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

Company Capitalization. The entire authorized capital stock of the Company consists solely of (i) thirty thousand (30,000) 30,000,000 shares of Common Company Stock, $0.0001 par value, of which ten million seven hundred two thousand one hundred seventy-nine (10,702,179) are issued and outstanding as of June 30, 2004; and (ii) five million (5,000,000) shares of Preferred Stock, $0.0001 par value $0.25 per share, of which no 2,333,647 shares are issued and 2,273,647 shares are outstanding as of the date hereof and (ii) 5,000,000 shares of preferred stock, par value $10.00 per share, which the Board of Directors of the Company may designate from time to time in one or more series. Pursuant to action by the Board of Directors of the Company, 50,000 shares of preferred stock have been designated as the Company's Series C Cumulative Convertible Preferred Stock (the "Series C Preferred Stock"), which is convertible at the option of the holder. As of the date hereof, all of the previously outstanding shares of the Series C Preferred Stock have been converted into Company Stock, and therefore, there are no shares of the Series C Preferred Stock issued and outstanding. Immediately prior to the initial ClosingIndependent Capital Trust, there shall be authorized Three Million Seven Hundred Fifty Thousand (3,750,000) shares of Preferred Stock, which are to be designated 8% Series C Convertible Preferred Stock, none a Delaware business trust of which are the Company owns <PAGE> all of its common securities, has issued and outstanding prior to 40,207 of its trust common securities and has issued and outstanding 1,300,000 trust preferred securities (the Initial Closing"Trust Preferred Securities"), in each case as of the date hereof. Although The obligations evidenced by the trust preferred securities are guaranteed by the Company's Amended and Restated Certificate . The Company has issued all of Incorporation sets its 8.5% subordinated debentures to Independent Capital Trust. Except as set forth the on Schedule 3.02,there are no (i) other outstanding equity securities of any kind or character, (ii) outstanding subscriptions, options, convertible securities, rights, preferenceswarrants, privileges and restrictions calls or other agreements or commitments of two series of Preferred Stockany kind issued or granted by, designated Series A Preferred and Series B Preferredor binding upon, no number of shares has been allocated to such series, and the Company represents to (A) purchase or otherwise acquire any security of or equity interest in the Company or (B) issue any shares of, restricting the transfer of or otherwise relating to shares of its capital stock. All of the issued and warrants that it will not issue such series of Preferred Stock. The outstanding shares of the Common Stock (a) have been duly authorized and authorized, validly issued and (b) are fully paid and nonassessable, with no personal liability attaching to the ownership thereof. The designations, powers, preferences, rights, qualifications, limitations and restrictions have not been issued in respect violation of the authorized capital stock securities laws of the Company are as stated United States or any other applicable jurisdiction or in the Company's Certificate of Incorporation, as amended and currently in effect (including the Certificate of Designations), and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. The Conversion Shares and the Warrant Shares have been duly and validly reserved for issuance. The Shares, when issued in compliance with the provisions of this Agreement, the Conversion Shares, when issued in compliance with the provisions of this Agreement and the Certificate of Designations, and the Warrant Shares, when issued in compliance with the provisions violation of the Class A Warrants or the Class B Warrants, as the case may be, will be duly authorized, validly issued, fully paid and nonassessable, no personal liability will attach to the ownership thereof, and will be free preemptive rights of any liens or encumbrances and will be issued in compliance with applicable federal and state securities laws; provided, however, that the Shares, the Conversion Shares and the Warrant Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposedperson.

Company Capitalization. The authorized share capital stock of the Company consists of 11,000,000 Class A Common Shares, par value $0.001 per share (the “Class A Common Shares”), 969,691 Class B Common Shares, par value $0.001 per share (the “Class B Common Shares”), 2,030,309 Class C Common Shares, par value $0.001 per share (the “Class C Common Shares”, and, together with the Class A Common Shares and Class B Common Shares, the “Shares”) and 500,000,000 Class A Preferred Shares, par value $0.001 per share (the “Preference Shares”). As of the date of this Agreement, (i) thirty thousand (30,000) shares of 9,489,407 Class A Common Stock, $0.0001 par value, of which ten million seven hundred two thousand one hundred seventy-nine (10,702,179) are Shares were issued and outstanding as of June 30which 450,159 were Restricted Shares, 2004; and (ii) five million (5,000,000) shares of Preferred Stock, $0.0001 par value per share, of which no shares are 969,691 Class B Common Shares were issued and outstanding. Immediately prior to the initial Closing, there shall be authorized Three Million Seven Hundred Fifty Thousand (3,750,000iii) shares of Preferred Stock, which are to be designated 8% Series 2,030,309 Class C Convertible Preferred Stock, none of which are Common Shares were issued and outstanding prior outstanding, (iv) no Preference Shares were issued and outstanding, (v) options to the Initial Closing. Although the Company's Amended acquire 491,353 Class A Common Shares were issued and Restated Certificate of Incorporation sets forth the rights, preferences, privileges and restrictions of two series of Preferred Stock, designated Series A Preferred and Series B Preferred, no number of shares has been allocated to such seriesoutstanding, and (vi) no bonds, debentures, notes or other instruments or evidence of indebtedness having the Company represents and warrants that it will not issue such series right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which holders of Preferred StockShares may vote were issued or outstanding. The All outstanding shares of Common Stock (a) have been duly authorized and validly issued and (b) are fully paid and nonassessable, with no personal liability attaching to the ownership thereof. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the authorized capital stock of the Company are as stated in the Company's Certificate of Incorporation, as amended and currently in effect (including the Certificate of Designations)Shares are, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. The Conversion Shares and which may be issued pursuant to the Warrant Shares have been duly and validly reserved for issuance. The SharesCompany Equity Plans will be, when issued in compliance accordance with the provisions of this Agreementrespective terms thereof, the Conversion Shares, when issued in compliance with the provisions of this Agreement and the Certificate of Designations, and the Warrant Shares, when issued in compliance with the provisions of the Class A Warrants or the Class B Warrants, as the case may be, will be duly authorized, validly issued, fully paid and nonassessable, no personal liability will attach to the ownership thereof, non-assessable and will be free of any liens or encumbrances and will be not issued in compliance with applicable federal and state securities laws; provided, however, that the Shares, the Conversion Shares and the Warrant Shares may be subject to restrictions on transfer under state and/or federal securities laws violation of preemptive rights or similar rights. Except as set forth herein above and in Section 2.2(a) of the Company Disclosure Schedule, and except for changes resulting from the exercise, forfeiture or repurchase of stock options outstanding on the date hereof or from actions taken pursuant to Section 5.1 hereof, there are no outstanding (A) shares or other voting securities of the Company, (B) securities of the Company convertible into or exchangeable or exercisable for shares or other voting securities of the Company, (C) options, warrants, restricted stock, restricted stock units, or other rights to acquire from the Company, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock or voting securities of the Company obligating the Company to issue, register, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or obligating the Company to grant, extend or enter into any such option, warrant, restricted stock units, subscription or other right, convertible security, agreement, arrangement or commitment, or (D) equity equivalents, interests in the ownership or earnings of the Company or other similar rights (the items in clauses (A), (B), (C) and (D) being referred to collectively as the “Company Securities”). Except as set forth in Section 2.2(a) of the Company Disclosure Schedule, none of the Company or its Subsidiaries has any obligation, commitments or arrangements to redeem, repurchase or otherwise required acquire, or register sales of securities of, any of the Company Securities, including as a result of the transactions contemplated by such laws at this Agreement, or to provide funds to or make any investment (in the time form of a transfer loan, capital contribution or otherwise) in any Subsidiary or other Person. Except as set forth in Section 2.2(a) of the Company Disclosure Schedule, and except for agreements between the Company or a direct or indirect wholly owned Subsidiary on the one hand and another direct or indirect wholly owned Subsidiary on the other hand, there are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is proposeda party with respect to the voting or disposition of the capital stock of the Company. No Company Subsidiary owns any capital stock of the Company. The Shares are not represented by certificates issued by the Company.

Company Capitalization. The authorized capital stock of the Company consists of (i) thirty thousand (30,000) 15,000,000 shares of Class A Company Common Stock, $0.0001 par value, of which ten million seven hundred two thousand one hundred seventy-nine (10,702,179) are issued and outstanding as of June 30, 2004; and (ii) five million (5,000,000) 15,000,000 shares of Preferred StockClass B Company Common Stock and 5,000,000 shares of cumulative preferred stock, $0.0001 par value $100 per share, of the Company (the "Preferred Stock") of which no 100,000 shares are designated as Series A Junior Participating Cumulative Preferred Stock and have been reserved for issuance upon the exercise of the rights (the "Company Rights") distributed to holders of the Company Common Stock pursuant to the Amended and Restated Rights Agreement, dated as of December 24, 1998 (the "Rights Plan"), between the Company and National City Bank, as Rights Agent. As of the close of business on May 1, 2006, (i) 3,734,927 shares of Class A Company Common Stock were issued and outstanding. Immediately prior outstanding and 980,326 shares were held by the Company as treasury shares, (ii) 4,177,372 shares of Class B Company Common Stock were issued and outstanding and 1,087,786 shares were held by the Company as treasury shares, (iii) 1,682,625 shares of Company Common Stock were reserved for issuance under the Company Stock Plans (including shares referred to in (iv) and (v) below), (iv) 1,198,835 shares of Class A Company Common Stock were reserved for issuance upon the initial Closingexercise of outstanding Company Stock Options granted under the plans and agreements applicable to such Company Stock Options, there shall be authorized Three Million Seven Hundred Fifty Thousand (3,750,000v) 435,850 shares of Class B Company Common Stock were reserved for issuance upon the exercise of outstanding Company Stock Options granted under the plans and agreements applicable to such Company Stock Options, (vi) no shares of Preferred Stock, which are to be designated 8% Series C Convertible Preferred Stock, none of which are Stock were issued and outstanding prior and (vii) no bonds, debentures, notes or other instruments or evidence of indebtedness having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the Initial Closing. Although the Company's Amended and Restated Certificate right to vote) on any matters of Incorporation sets forth the rights, preferences, privileges and restrictions which shareholders of two series of Preferred Stock, designated Series A Preferred and Series B Preferred, no number of shares has been allocated to such series, and the Company represents and warrants that it will not issue such series of Preferred Stockmay vote were issued or outstanding. The All outstanding shares of Company Common Stock (a) have been duly authorized and validly issued and (b) are fully paid and nonassessable, with no personal liability attaching to the ownership thereof. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the authorized capital stock of the Company are as stated in the Company's Certificate of Incorporation, as amended and currently in effect (including the Certificate of Designations)are, and all such designations, powers, preferences, rights, qualifications, limitations shares which may be issued pursuant to the plans and restrictions are valid, binding and enforceable and in accordance with all agreements applicable laws. The Conversion Shares and to the Warrant Shares have been duly and validly reserved for issuance. The SharesCompany Stock Options will be, when issued in compliance accordance with the provisions of this Agreementrespective terms thereof, the Conversion Shares, when issued in compliance with the provisions of this Agreement and the Certificate of Designations, and the Warrant Shares, when issued in compliance with the provisions of the Class A Warrants or the Class B Warrants, as the case may be, will be duly authorized, validly issued, fully paid and nonassessable, no personal liability will attach to the ownership thereof, non-assessable and will be free of any liens or encumbrances and will be not issued in compliance with applicable federal and state securities laws; providedviolation of, howeveror are subject to, that the Shares, the Conversion Shares and the Warrant Shares may be subject to restrictions on transfer under state and/or federal securities laws preemptive rights or similar rights. Except as set forth herein above and as contemplated by this Agreement, there are no outstanding (A) shares of capital stock or other voting securities of the Company, (B) securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, (C) options, warrants, restricted stock, restricted stock units, or other rights to acquire from the Company, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock or voting securities of the Company obligating the Company to issue, register, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or obligating the Company to grant, extend or enter into any such option, warrant, restricted stock units, subscription or other right, convertible security, agreement, arrangement or commitment or (D) no equity equivalents, interests in the ownership or earnings of the Company or other similar rights (the items in clauses (A), (B), (C) and (D) being referred to collectively as the "Company Securities"). None of the Company or its Subsidiaries has any obligation, commitments or arrangements to redeem, repurchase or otherwise required acquire any of the Company Securities or any of the Company Subsidiary Securities (as hereinafter defined), including as a result of the transactions contemplated by such laws at this Agreement or to provide funds to or make any investment (in the time form of a transfer loan, capital contribution or otherwise) in any Subsidiary or other Person. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no voting trusts or registration rights or other agreements or understandings to which the Company or any of its Subsidiaries is proposeda party, or of which the Company has knowledge, with respect to the voting or disposition of the capital stock of the Company or any of its Subsidiaries. For purposes of this Agreement, "knowledge of the Company", "Company's knowledge" or similar "knowledge" qualifiers mean the actual knowledge after due inquiry of the individuals set forth in Section 3.2(a) of the Company Disclosure Schedule.

Company Capitalization. (a) The authorized capital stock of the Company consists of 250,000,000 shares of Company Common Stock and 100,000,000 shares of Company Preferred Stock, par value $.001 per share (the “Company Preferred Stock).” At the time the Agreement is executed, (i) thirty thousand (30,000) 10,219,807 shares of Company Common Stock, $0.0001 par value, of which ten million seven hundred two thousand one hundred seventy-nine (10,702,179) are issued and outstanding as of June 30, 2004; and (ii) five million (5,000,000) shares of Preferred Stock, $0.0001 par value per share, of which no shares Stock are issued and outstanding. Immediately prior to the initial Closing, there shall be authorized Three Million Seven Hundred Fifty Thousand (3,750,000ii) 652,500 shares of Company Common Stock are reserved for issuance upon exercise of outstanding warrants, (iii) 69,385 shares of Company Common Stock are reserved for issuance upon the vesting of outstanding restricted stock units, (iv) no shares of Company Common Stock are reserved for issuance upon settlement of Company Performance Share Awards and (v) no shares of Company Preferred Stock, which Stock are to be designated 8% Series C Convertible Preferred Stock, none outstanding. (b) All of which are issued and outstanding prior to the Initial Closing. Although the Company's Amended and Restated Certificate of Incorporation sets forth the rights, preferences, privileges and restrictions of two series of Preferred Stock, designated Series A Preferred and Series B Preferred, no number of shares has been allocated to such series, and the Company represents and warrants that it will not issue such series of Preferred Stock. The outstanding shares of Company Common Stock (a) have been duly authorized and validly issued and (b) are fully paid and nonassessable, with no personal liability attaching to the ownership thereof. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the authorized capital stock of the Company are as stated in the Company's Certificate of Incorporation, as amended and currently in effect (including the Certificate of Designations), and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. The Conversion Shares and the Warrant Shares have been duly and validly reserved for issuance. The Shares, when issued in compliance with the provisions of this Agreement, the Conversion Shares, when issued in compliance with the provisions of this Agreement and the Certificate of Designations, and the Warrant Shares, when issued in compliance with the provisions of the Class A Warrants or the Class B Warrants, as the case may be, will be duly authorized, validly issued, fully paid paid, and nonassessable. Except for the redemption rights to be included in the New Acquirer Operating Agreement, no personal liability will attach to the ownership thereofAmended and Restated Articles, the Acquirer Warrants, and the Company Performance Share Awards, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, or commitments of any character under which Company is or may become obligated to issue or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any Equity Interests of Company or any securities or obligations exercisable or exchangeable for, or convertible into, any Equity Interests of Company, and no securities or obligations evidencing such rights are authorized, issued, or outstanding. (c) At Closing, (i) the Unit Consideration and Class B Common Stock Consideration and (ii) the Company Class A Common Stock issuable upon redemption of the Acquirer Common Units (including Acquirer Common Units issuable upon exercise of the Acquirer Warrants) will have each been duly authorized and, when issued, will be free of any liens or encumbrances validly issued, fully paid, and will be issued in compliance with applicable federal and state securities laws; provided, however, that the Shares, the Conversion Shares and the Warrant Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposednonassessable.