Common use of Parent Stock Clause in Contracts

Parent Stock. As of the date hereof, the authorized capital stock of Parent consists of 210,000,000 shares of Parent Common Stock and 250,000 shares of Parent Preferred Stock. As of the date hereof, no more than 55,541,515 shares of Parent Common Stock and no shares of Parent Preferred Stock are outstanding. As of the date hereof, no more than 4,242,169 shares of Parent Common Stock are subject to Parent Stock Options granted under the Parent Stock Plans. The outstanding shares of Parent Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable and are not subject to preemptive rights (and were not issued in violation of any preemptive rights). As of the date hereof, Parent does not have any Rights issued or outstanding with respect to Parent Stock and Parent does not have any commitment to authorize, issue or sell any Parent Stock or Rights, except pursuant to this Agreement, outstanding Parent Stock Options, the Parent Stock Plans and the Parent Rights Agreement. The shares of Parent Common Stock to be issued in the Merger, when so issued in accordance with this Agreement, will have been duly authorized and validly issued and will be fully paid and nonassessable and not subject to any preemptive rights (and will not have been issued in violation of any preemptive rights).

Parent Stock. As of the date hereof, the authorized capital stock of Parent consists of 210,000,000 150,000,000 shares of Parent Common Stock and 250,000 25,000,000 shares of Parent Preferred Stock. As of the date hereof, no more than 55,541,515 (i) 29,312,600 shares of Parent Common Stock and Stock, (ii) no shares of Series A Parent Preferred Stock, and (iii) 10,438 shares of Series B Parent Preferred Stock are were outstanding. As of the date hereof, no more than 4,242,169 1,798,220 shares of Parent Common Stock are subject to Parent Stock Options granted under the Parent Stock Plans. The outstanding shares of Parent Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable non-assessable and are not subject to preemptive rights (and were not issued in violation of any preemptive rights). As Except pursuant to this Agreement and Parent Stock Options, issued as of the date hereof, and the Parent Stock Plans, as of the date hereof, Parent does not have any Rights issued or outstanding with respect to outstanding, any shares of Parent Stock and Parent does not have reserved for issuance, or any commitment or agreement that obligates Parent to authorize, issue issue, transfer, purchase, redeem, sell or sell otherwise acquire any Parent Stock or any Rights, except pursuant to this Agreement, outstanding Parent Stock Options, the Parent Stock Plans and the Parent Rights Agreement. The shares of Parent Common Stock to be issued in the Merger, when so issued in accordance with this Agreement, will have been duly authorized and validly issued and will be fully paid and nonassessable non-assessable and not subject to any preemptive rights (and will not have been issued in violation of any preemptive rights). Except as Previously Disclosed, there are no voting trusts, proxies, shareholder agreements or other agreements or understandings to which Parent is a party with respect to the voting of shares of Parent Common Stock.

Parent Stock. As of the date hereof, the authorized capital stock of Parent consists of 210,000,000 250,000,000 shares of Parent Common Stock and 250,000 1,000,000 shares of Parent Preferred Stock. As of June 30, 2007, no more than 107,146,178 shares of Parent Common Stock and no shares of Parent Preferred Stock were outstanding (with 13,250,433 shares of Parent Common Stock being held in Parent's treasury). As of the date hereof, no more than 55,541,515 120,396,611 shares of Parent Common Stock are issued and no shares of Parent Preferred Stock are outstanding. As of the date hereof, no more than 4,242,169 11,514,349 shares of Parent Common Stock are subject to Parent Stock Options or other Rights in respect of Parent Common Stock granted under the Parent Stock Plans. The outstanding shares of Parent Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable and are not subject to preemptive rights (and were not issued in violation of any preemptive rights). As of the date hereof, Parent does not have any Rights issued or outstanding with respect to Parent Stock and Parent does not have any commitment to authorize, issue or sell any Parent Stock or Rights, except pursuant to this Agreement, outstanding Parent Stock Options, Options and the Parent Stock Plans and the Parent Rights AgreementPlans. The shares of Parent Common Stock to be issued in the Merger, when so issued in accordance with this Agreement, will have been duly authorized and validly issued and will be fully paid and nonassessable and not subject to any preemptive rights (and will not have been issued in violation of any preemptive rights).

Parent Stock. As of the date hereof, the authorized capital stock of Parent consists of 210,000,000 250,000,000 shares of Parent Common Stock and 250,000 1,000,000 shares of Parent Preferred Stock. As of June 30, 2007, no more than 107,146,178 shares of Parent Common Stock and no shares of Parent Preferred Stock were outstanding (with 13,250,433 shares of Parent Common Stock being held in Parent’s treasury). As of the date hereof, no more than 55,541,515 120,396,611 shares of Parent Common Stock are issued and no shares of Parent Preferred Stock are outstanding. As of the date hereof, no more than 4,242,169 11,514,349 shares of Parent Common Stock are subject to Parent Stock Options or other Rights in respect of Parent Common Stock granted under the Parent Stock Plans. The outstanding shares of Parent Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable and are not subject to preemptive rights (and were not issued in violation of any preemptive rights). As of the date hereof, Parent does not have any Rights issued or outstanding with respect to Parent Stock and Parent does not have any commitment to authorize, issue or sell any Parent Stock or Rights, except pursuant to this Agreement, outstanding Parent Stock Options, Options and the Parent Stock Plans and the Parent Rights AgreementPlans. The shares of Parent Common Stock to be issued in the Merger, when so issued in accordance with this Agreement, will have been duly authorized and validly issued and will be fully paid and nonassessable and not subject to any preemptive rights (and will not have been issued in violation of any preemptive rights).