Common use of Parent Stock Clause in Contracts

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock"), of which no shares are validly issued and outstanding, and (B) 1,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to this Agreement), fully paid and nonassessable; and (ii) 250,000 shares of Class A Convertible Preferred stock, of which 157,760 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) hereto, there are no options, warrants, calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereof, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- hereto. (c) When delivered to the Swan Shareholders in accordance with the terms hereof, the Parent Stock will (i) be duly authorized, fully paid and nonassessable, and (ii) be free and clear of all Liens.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 75,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 14,053,489 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to this Agreementhereto, and excluding the potential acquisitions of Pequot Systems, Inc., Pantheon Interactive, Inc., Two-Way Communications, L.L.C. and NetResponse L.L.C.), fully paid and nonassessable; and (ii) 250,000 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 176,291 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable, and (D) 50,000 of which have been designated as Class D Nonvoting Preferred Stock, of which 35,700 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) 5.6 hereto, there are no ------------ options, warrants, calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other rightright (excluding the same potential acquisitions as referred to above). In addition to the foregoing, as of the date hereofClosing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- hereto. (c) When delivered to the Swan Shareholders Ionix Shareholder in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (ii) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 50,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 8,172,000 shares are validly issued and outstanding (taking into account the stock split described in Section 3.1(d) hereof, but without taking into account any shares of Parent Stock to be issued pursuant to this Agreement), fully paid and nonassessable; and (ii) 250,000 500,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 169,260 shares are validly issued and outstanding, fully paid and nonassessable, (B) 100,000 of which have been designated as Class B Convertible Preferred Stock, of which 83,075 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) 5.6 hereto, there are no options, warrants, calls, --------------- agreements, ------------ commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereof, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- 5.6 ------------ hereto. (c) When delivered to the Swan Small World Shareholders in accordance with the terms hereof, the Parent Stock will (i) be duly authorized, fully paid and nonassessable, and (ii) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 75,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 13,621,814, shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to this Agreementhereto), fully paid and nonassessable; and (ii) 250,000 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 176,291 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable, and (D) 50,000 of which have been designated as Class D Nonvoting Preferred Stock, of which 35,700 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) 5.6 hereto, there are no options, ------------ warrants, calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereofClosing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- hereto. (c) When delivered to the Swan LMP Principal Shareholders in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (ii) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 75,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 8,869,010 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to this Agreement), fully paid and nonassessable; and (ii) 250,000 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 172,452 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) 5.6 hereto, there are no ------------ options, warrants, calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other rightright (without taking into account any options to be issued pursuant to this Agreement). In addition to the foregoing, as of the date hereof, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of record, immediately prior to the Effective Time Time, of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- 5.6 ------------ hereto. (c) When delivered to the Swan Micro Shareholders in accordance with the terms hereof, the Parent Stock will (i) be duly authorized, fully paid and nonassessable, and (iib) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 75,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 8,869,010 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Spin Cycle Entertainment ("SCE") and the shareholders of SCE identified therein (the "SCE Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 7, 1998), fully paid and nonassessable; and (ii) 250,000 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 172,452 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) -------- 5.6 hereto, there are no options, warrants, calls, --------------- agreements, commitments or --- other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereof, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of immediately prior to the Effective Time of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- 5.6 hereto.. ------------ (c) When delivered to the Swan Digital Shareholders in accordance with the terms hereof, the Parent Stock will (i) be duly authorized, fully paid and nonassessable, and (ii) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 75,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 10,319,628 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant hereto, or pursuant to this Agreementany of the Potential Acquisitions as defined in the Memorandum), fully paid and nonassessable; and (ii) 250,000 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 174,061 (as of the Closing Date, 174,526) shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) -------- 5.6 hereto, there are no options, warrants, calls, --------------- agreements, commitments or --- other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereofClosing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- hereto. (c) When delivered to the Swan Image Shareholders in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (ii) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 75,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 11,197,506 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to this Agreementhereto), fully paid and nonassessable; and (ii) 250,000 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 174,061 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) 5.6 hereto, there are no options, warrants, calls, --------------- ------------ agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereofClosing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- hereto. (c) When delivered to the Swan W & L Shareholders in accordance with the terms hereof, the Parent Stock will (i) be duly authorized, fully paid and nonassessable, and (ii) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 75,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 14,053,489 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to this Agreementhereto, and excluding the potential acquisitions of Two-Way Communications, L.L.C., Pequot Systems, Inc., Ionix Development Corporation and NetResponse L.L.C.), fully paid and nonassessable; and (ii) 250,000 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 176,291 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock , (B) 200,000 of Parent was which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued in accordance with applicable federal and state securities laws. outstanding, fully paid and nonassessable, (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable and (D) 50,000 of which have been designated as Class D Nonvoting Preferred Stock, of which 35,700 shares are validly issued and outstanding, fully paid and nonassessable.. Except as set forth on Schedule 5.6(a) 5.6 hereto, there are no options, warrants, ------------ calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other rightright (excluding the same potential acquisitions as referred to above). In addition to the foregoing, as of the date hereofClosing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- hereto. (c) When delivered to the Swan Pantheon Shareholders in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (ii) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock"), of which no shares are validly issued and outstanding, and (B) 1,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 40,748 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to this Agreement), fully paid and nonassessable; and (ii) 250,000 shares of Class A Convertible Preferred stock, of which 157,760 111,500 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock securities of Parent was were issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) hereto, there are no options, warrants, calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereof, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in ParentParent under ordinary circumstances. (b) The holders of record as of the date hereof of the issued and outstanding shares of capital stock of Parent are set forth on Schedule 5.6(b) --------------- hereto. (c) The holders of record as of the Effective Time Date of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b5.6(c) --------------- heretohereto (determined based on certain assumptions described therein). (cd) When delivered to the Swan Shareholders TWG Shareholder in accordance with the terms hereof, the Parent Stock will (i) be duly authorized, fully paid and nonassessable, (ii) represent 10.0327% of the issued and outstanding shares of Parent Stock (determined based on the assumptions set forth on Schedule 5.6(c)), --------------- (iii) represent, on an as-converted and fully diluted basis, 2.2574% of the issued and outstanding capital stock of Parent (determined based on the assumptions set forth in Schedule 5.6(c)), and (iiiv) be free and clear of all --------------- Liens.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 75,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 13,778,489 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to this Agreementhereto), fully paid and nonassessable; and (ii) 250,000 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 176,291 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable and (D) 50,000 of which have been designated as Class D Nonvoting Preferred Stock, of which 35,700 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) 5.6 hereto, there are no options, warrants, calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereofClosing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- hereto. (c) When delivered to the Swan Shareholders Exchange Place Shareholder in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (ii) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof hereof, the authorized capital stock of Parent consists of (i) (A) 250,000 75,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 11,863,632 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant hereto, or pursuant to this Agreementany of the Potential Acquisitions as defined in the Memorandum), fully paid and nonassessable; and (ii) 250,000 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 174,526 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) 5.6 hereto, there are no options, ------------ warrants, calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereofClosing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- hereto. (c) When delivered to the Swan Spinners Shareholders in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (ii) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 75,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 14,053,489 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to this Agreementhereto, and excluding the potential acquisitions of Pequot Systems, Inc., Pantheon Interactive, Inc., Ionix Development Corporation and Two-Way Communications, L.L.C.), fully paid and nonassessable; and (ii) 250,000 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 175,766 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable and (D) 50,000 of which have been designated as Class D Nonvoting Preferred Stock, of which 30,100 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) 5.6 hereto, there are no options, ------------ warrants, calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereofClosing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- hereto. (c) When delivered to the Swan Shareholders Next Century in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (ii) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 75,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 12,537,764 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant hereto or to this Agreementthe potential acquisition of LAVA GmbH), fully paid and nonassessable; and (ii) 250,000 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 176,291 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable, and (D) 50,000 of which have been designated as Class D Nonvoting Preferred Stock, of which 35,700 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) 5.6 hereto, there are no ------------ options, warrants, calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereofClosing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- hereto. (c) When delivered to the Swan Tekna Shareholders in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (ii) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (iI) (A) 250,000 75,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 9,024,210 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued (I) pursuant to this Agreement, (II) pursuant to the Agreement and Plan of Merger, dated on or about May 12, 1998 among Parent, iXL- Los Angeles, Inc., Digital Planet, a California corporation ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which agreement is anticipated to close on or about May 12, 1998, or (III) pursuant to the Agreement and Plan of Merger, dated as of May 4, 1998 among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which agreement is anticipated to close on or about May 15, 1998), fully paid and nonassessable; and (ii) 250,000 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 172,452 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) 5.6 hereto, there are no options, warrants, ------------ calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereofClosing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with Parent at the number of shares of capital stock then outstanding, Effective Time are set forth on a pro forma basis on Schedule 5.6(b) --------------- 5.6 hereto.. ------------ (c) When delivered to the Swan InTouch Shareholders in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (iib) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock"), of which no shares are validly issued and outstanding, and (B) 1,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 45,292 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to this Agreement), fully paid and nonassessable; and (ii) 250,000 shares of Class A Convertible Preferred stock, of which 157,760 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) hereto, there are ---------------- no options, warrants, calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereof, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- hereto. (c) When delivered to the Swan BII Shareholders in accordance with the terms hereof, the Parent Stock will (i) be duly authorized, fully paid and nonassessable, (ii) represent 43.0% of the issued and outstanding shares of Parent Stock, (iii) represent, on an as-converted and fully diluted basis, 14.4% of the issued and outstanding capital stock of Parent, and (iiiv) be free and clear of all Liens.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (iI) (A) 250,000 75,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 8,869,010 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998), fully paid and nonassessable; and (ii) 250,000 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 172,452 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) 5.6 hereto, there are no options, ------------ warrants, calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereofClosing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with Parent immediately prior to the number of shares of capital stock then outstanding, Effective Time are set forth on a pro forma basis on Schedule 5.6(b) --------------- 5.6 hereto.. ------------ (c) When delivered to the Swan SCE Shareholders in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (iib) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 75,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 11,826,525 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to this Agreementhereto), fully paid and nonassessable; and (ii) 250,000 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 174,526 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) 3.6 hereto, there are no options, warrants, ------------ calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereofClosing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- hereto. (c) When delivered to the Swan ▇▇▇▇▇▇▇ Companies Shareholders in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (ii) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders' Agreement and by United States federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 75,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 14,053,489 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to this Agreementhereto, and excluding the potential acquisitions of Two- Way Communications, L.L.C., Pantheon Interactive, Inc., NetResponse L.L.C. and Ionix Development Corporation), fully paid and nonassessable; and (ii) 250,000 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 176,291 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable, and (D) 50,000 of which have been designated as Class D Nonvoting Preferred Stock, of which 35,700 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) 5.6 hereto, there are no options, ------------ warrants, calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other rightright (excluding the same potential acquisitions as referred to above). In addition to the foregoing, as of the date hereofClosing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- hereto. (c) When delivered to the Swan Pequot Shareholders in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (ii) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof hereof, the authorized capital stock of Parent consists of (i) (A) 250,000 75,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock")value, of which no shares are validly issued and outstanding, and (B) 1,000,000 100,000,000 shares of Class B Common Stock, $.01 par value, of which 79,459 10,319,628 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to this Agreementhereto), fully paid and nonassessable; and (ii) 250,000 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred stockStock, of which 157,760 174,191 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) 5.6 hereto, there are no options, warrants, ------------ calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereofClosing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(b) --------------- hereto. (c) When delivered to the Swan CommerceWAVE Shareholders in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (ii) be free and clear of all LiensLiens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.