Common use of MCSC Clause in Contracts

MCSC. (i) The authorized capital stock of MCSC consists of 30,000,000 shares of MCSC Common Stock and 5,000,000 shares of MCSC preferred stock, no par value par share ("MCSC Preferred Stock"). As of December 5, 1997, there were 4,204,109 shares of MCSC Common Stock issued and outstanding, and there were no shares of MCSC Preferred Stock issued and outstanding. All outstanding shares of MCSC Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of MCSC Common Stock has been issued in violation of the preemptive rights of any person, firm or entity. As of the date hereof, there are no Rights authorized, issued or outstanding with respect to the capital stock of MCSC, except for (A) shares of MCSC Common Stock issuable pursuant to the MCSC 1996 Stock Option Plan and the MCSC Non-Employee Directors Stock Option Plan and (B) by virtue of this Agreement and (C) pursuant to certain agreements to acquire the stock or assets of other entities.

MCSC. (i) The authorized capital stock of MCSC consists of 30,000,000 thirty million (30,000,000) shares of MCSC Common Stock and 5,000,000 five million (5,000,000) shares of MCSC preferred stock, no par value par share (the "MCSC Preferred Stock"). As of December 5October 8, 1997, there were 4,204,109 4,020,776 shares of MCSC Common Stock issued and outstanding, and there were no shares of MCSC Preferred Stock issued and outstanding. All outstanding shares of MCSC Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of MCSC Common Stock has been issued in violation of the preemptive rights of any person, firm or entity. As of the date hereof, there are no Rights authorized, issued or outstanding with respect to the capital stock of MCSC, except for (A) shares of MCSC Common Stock issuable pursuant to the MCSC 1996 Stock Option Plan and the MCSC Non-Employee Directors Stock Option Plan and (B) by virtue of this Agreement and (C) pursuant to certain agreements to acquire the stock or assets of other entitiesentities as disclosed to the Stockholders in connection with this Agreement.

MCSC. (i) The authorized capital stock of MCSC consists of 30,000,000 thirty million (30,000,000) shares of MCSC Common Stock and 5,000,000 five million (5,000,000) shares of MCSC preferred stock, no par value par share ("MCSC Preferred Stock"). As of December 5July 16, 19971998, there were 4,204,109 10,369,742 shares of MCSC Common Stock issued and outstanding, and there were no shares of MCSC Preferred Stock issued and outstanding. All outstanding shares of MCSC Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of MCSC Common Stock has been issued in violation of the preemptive rights of any person, firm or entity. As of the date hereof, there are no Rights authorized, issued or outstanding with respect to the capital stock of MCSC, except for (A) shares of MCSC Common Stock issuable pursuant to the MCSC 1996 Stock Option Plan and Plan, the MCSC Non-Employee Directors Stock Option Plan, the 1998 Stock Option Plan, the 1998 Employee Payroll Deduction Stock Purchase Plan and the 401(k) plan, and (B) by virtue of this Agreement and (C) pursuant to certain agreements to acquire the stock or assets of other entities.

MCSC. (i) The authorized capital stock of MCSC consists of AGREEMENT AND PLAN OF REORGANIZATION PAGE 27 30,000,000 shares of MCSC Common Stock and 5,000,000 shares of MCSC preferred stock, no par value par share ("MCSC Preferred Stock"). As of December 5October 8, 1997, there were 4,204,109 4,020,776 shares of MCSC Common Stock issued and outstanding, and there were no shares of MCSC Preferred Stock issued and outstanding. All outstanding shares of MCSC Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of MCSC Common Stock has been issued in violation of the preemptive rights of any person, firm or entity. As of the date hereof, there are no Rights authorized, issued or outstanding with respect to the capital stock of MCSC, except for (A) shares of MCSC Common Stock issuable pursuant to the MCSC 1996 Stock Option Plan and the MCSC Non-Employee Directors Stock Option Plan and (B) by virtue of this Agreement and (C) pursuant to certain agreements to acquire the stock or assets of other entities.