Common use of Company Stock Clause in Contracts

Company Stock. The authorized capital stock of the Company consists of: (i) 95,000,000 shares of Company Common Stock, (ii) 900,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7, 2007, (a) 44,641,388 shares of Company Common Stock were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding, (c) 18,195,312 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasury. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company Warrants, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) of the Company Disclosure Schedule sets forth a list of the holders of outstanding Company Stock Options and Company Warrants, the date that each such Company Stock Option or Company Warrant was granted, the number of shares of Company Common Stock subject to each such Company Stock Option or Company Warrant, the vesting schedule and expiration date of each such Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercised.

Company Stock. The authorized capital stock of the Company consists of: (i) 95,000,000 80,000,000 shares of Company Common Stock, and (ii) 900,000 5,000,000 shares of undesignated preferred stock, par value $1.75 per share, and stock (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7September 4, 20072009, (a) 44,641,388 9,596,398 shares of Company Common Stock were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding, (c) 18,195,312 8,300,000 shares of Company Common Stock were reserved for issuance upon the exercise of options issued or issuable under the Company Stock Plans, (d) 1,500,000 1,146,573 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Stock Plans, (e) 1,370,763 1,241,334 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 2,098,485 shares of Company Common Stock were reserved for issuance under the terms of convertible promissory notes, and (g) no shares of Company Common Stock were held in treasury. The All of the outstanding shares of capital stock of the Company Common Stock and each Subsidiary (i) have been duly authorized authorized, validly issued, and are validly issued and outstanding, fully paid and nonassessable, (ii) are, and subject to no when issued were, free of preemptive or similar rights and (iii) are owned (legally and were not issued in violation beneficially) free and clear of any subscriptive and all Liens, encumbrances, equities, and restrictions on transferability (other than those imposed by the Securities Act and the state securities or preemptive rights)“Blue Sky” Laws) or voting. As of the date hereof, other than the Company Stock Options and the Company Warrants, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) of the Company Disclosure Schedule sets forth a list of the holders of outstanding Company Stock Options and Company Warrants, the date that each such Company Stock Option or Company Warrant was granted, the number of shares of Company Common Stock subject to each such Company Stock Option or Company Warrant, the vesting schedule and expiration date of each such Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercised. Except as set forth in Section 4.2(e) of the Company Disclosure Schedule, no options, warrants or other rights to purchase from the Company or any Subsidiary, agreements or other obligations of the Company or any Subsidiary to issue or other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests in the Company or any Subsidiary are outstanding; and, there is no agreement, understanding or arrangement among the Company or any Subsidiary and each of their respective stockholders or members or any other Person relating to the ownership or disposition of any capital stock of the Company or any Subsidiary or the election of directors or managers of the Company or any Subsidiary or the governance of the Company’s or any Subsidiary’s affairs, and such agreements, understandings and arrangements, if any, will not be breached or violated as a result of the execution and delivery of, or the consummation of the transactions contemplated by this Agreement.

Company Stock. The As of the date hereof, the authorized capital stock of the Company consists of: solely of (i) 95,000,000 220,000,000 shares of the Company Common Stock, of which 33,518,017 shares were outstanding as of the date hereof (including 508,064 shares held by the Rabbi Trust) and (ii) 900,000 20,000,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A the Company Preferred Stock, par value $1.75 per share (of which 2,000,000 shares were outstanding as of the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”)date hereof. As of August 7the date hereof, 2007, (a) 44,641,388 158,306 shares of the Company Common Stock were issued and outstanding, (b) no shares of the Company Preferred Stock were issued and outstanding, (c) 18,195,312 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasurytreasury (which for purposes of this Agreement shall not include shares held by the Rabbi Trust, the "Treasury Stock"). The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and and, except as Previously Disclosed, subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). Each share of Company Preferred Stock is convertible into one share of Company Common Stock upon surrender of such share and the payment of a conversion price of $29.65. As of the date hereof, other than except pursuant to the Company Stock Options and the Company WarrantsCompany's 1993 Equity Participation Plan or as Previously Disclosed in its Disclosure Schedule, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) of the Company Disclosure Schedule sets forth a list of the holders of outstanding Company Stock Options and Company Warrants, the date that each such Company Stock Option or Company Warrant was granted, the The number of shares of the Company Common Stock subject which are issuable and reserved for issuance pursuant to each such Company Stock Option or Company Warrant, the vesting schedule Company's 1993 Equity Participation Plan and expiration other plans as of the date of each such Company Stock Option or Company Warrant and hereof are Previously Disclosed in the price at which each such Company Stock Option or Company Warrant may be exercisedCompany's Disclosure Schedule.

Company Stock. The authorized capital stock of the Company consists of: (i) 95,000,000 of 20,000,000 shares of Company Common Stock, (ii) 900,000 Stock and 4,000,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 0.001 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7the date of this Agreement, 2007, (a) 44,641,388 no shares of Company Preferred Stock were issued and outstanding and 8,879,011 shares of Company Common Stock were issued and outstanding. As of the date of this Agreement, with respect to all outstanding Company Stock Awards, without duplication, (bi) no shares of Company Preferred Stock were issued and outstanding, (c) 18,195,312 665,000 shares of Company Common Stock were are reserved for issuance under the upon exercise of all outstanding Company Stock Plans, (d) 1,500,000 Awards which constitute an option to purchase shares of Company Common Stock were reserved for issuance under stock options granted outside (at an average strike price of the Company Stock Plans$3.43), (eii) 1,370,763 25,000 shares of Company Common Stock were reserved for issuance under Company Warrantsare classified as “Restricted Stock”, and (fiii) 378,100 734,232 shares of Company Common Stock were held in treasuryare classified as “Deferred Stock”. Other than with respect to the immediately preceding sentence and Company Stock Awards issuable pursuant to Section 3.01(i) of the Disclosure Schedule, there are no other Rights or Company Stock Awards outstanding with respect to the Company Common Stock or Company Preferred Stock or any of the capital stock of any Subsidiary of the Company. The outstanding shares of Company Common Stock and the capital stock of the Company’s Significant Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and not subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date Except as set forth above in this Section 4.02(b) or Section 4.02(c) hereof, other than the Company Stock Options and the Company Warrants, (i) there are no shares of Company Common Stock authorized and or Company Preferred Stock or shares of capital stock of any Significant Subsidiary of the Company reserved for issuance, and neither the Company does not have nor any of its Significant Subsidiaries has any Rights issued or outstanding with respect to the Company Common Stock, Company Preferred Stock or any capital stock of any of the Company’s 29 Significant Subsidiaries and neither the Company does not have nor any of its Significant Subsidiaries has any commitment to (and is not party to any Contract obligating it to) authorize, issue or sell any shares of Company Stock Common Stock, Company Preferred Stock, or Rightsshare of capital stock of any of the Company’s Significant Subsidiaries or Rights with respect to any of the foregoing, except pursuant and (ii) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company or any of its Significant Subsidiaries, (B) any securities of the Company or any of its Significant Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or any of its Significant Subsidiaries, or (C) any warrants, calls, options, subscriptions, convertible securities or other rights to acquire from the Company or any of its Significant Subsidiaries, and no Contract, obligation, agreement or commitment of the Company or any of the Significant Subsidiaries of the Company to issue, transfer or sell any shares of capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of the Company or any of its Significant Subsidiaries, and there are not any outstanding Contracts relating to or obligations of the Company or any of its Significant Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities, including any Contracts or agreements granting or extending any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any securities of the Company or any of the Subsidiaries of the Company. Except as set forth above in this AgreementSection 4.02(b) or Section 4.02(c), neither the Company nor any of its Significant Subsidiaries has any outstanding, and has never issued any, “restricted stock” or any “phantom stock” or stock appreciation rights. Neither the Company nor any of its Significant Subsidiaries has any commitment to redeem, repurchase or otherwise acquire any shares of capital. Section 4.2(e4.02(b) of the Company Disclosure Schedule sets forth identifies in a list reasonably accurate manner, with respect to each warrant or option to purchase shares of Company Common Stock that is outstanding: (i) the name of the holders holder of outstanding such warrant or option; (ii) the total number of shares of Company Common Stock Options that are subject to such warrant or option and Company Warrants, the date that each such Company Stock Option or Company Warrant was granted, the number of shares of Company Common Stock subject with respect to each which such Company Stock Option warrant or Company Warrant, option is currently exercisable; (iii) the date on which such warrant or option was granted or issued and the term of such warrant or option; (iv) the vesting schedule for such warrant or option; (v) the exercise price per share of Company Common Stock purchasable under such warrant or option; and expiration (vi) whether such option has been designated as an “incentive stock option” as defined in Section 422 of the Code. There are no Rights or other outstanding warrants or options to purchase shares of Company Preferred Stock or any capital stock of the Company’s Significant Subsidiaries. Except as set forth on Schedule 4.02(b) of the Disclosure Schedule, there are no bonds, debentures, notes or other Indebtedness of the Company or any Significant Subsidiary of the Company having, or providing the holders thereof, the right to vote (or which are convertible into, exchangeable for or exercisable for, shares of capital stock of the Company or other securities of the Company or any of its Significant Subsidiaries having the right to vote) on any matters on which stockholders of the Company may vote. All outstanding shares of Company Common Stock and Company Preferred Stock and shares of capital stock of any Significant Subsidiary of the Company and all outstanding Rights with respect to the foregoing have been issued and granted in compliance with (i) all applicable securities Laws and other applicable Laws except for any such non-compliance which is not, individually or in the aggregate, material to the Company on a consolidated basis or does not prevent or materially delay the Company from performing its obligations under this Agreement., and (ii) all requirements set forth in applicable Material Contracts. Schedule 4.02(b) of the Disclosure Schedule identifies in a reasonably accurate manner each Material Contract relating to any securities of any of the Company or any of its Subsidiaries that contains any information rights, registration rights, financial statement requirements or other terms that would survive the Closing unless terminated or amended prior to the Closing. Except as set forth on Schedule 4.02(b) of the Disclosure Schedules, all dividends or other distributions on the shares of Company Common Stock and any dividends or other distributions on any securities of any of the Company’s Subsidiary which have been authorized and declared prior to the date hereof have been paid in full. The Company does not have a “poison pill” or other similar stockholder rights plan. There are no change of each such control or other similar provisions that would require lender consent in connection with any Indebtedness of the Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercisedany of its Subsidiaries.

Company Stock. The authorized capital stock of the Company consists of: of (i) 95,000,000 7,500,000 shares of Company Common Stock, (ii) 900,000 1,000,000 shares of undesignated preferred stock, par value $1.75 per sharestock (the "Company Preferred Stock"), and (iii) 100,000 16,500,000 shares of Series A Preferred Stock, par value $1.75 per share undesignated stock (the “Series A Preferred "Company Undesignated Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”"). As of August 7May 30, 20072000, (a) 44,641,388 4,891,191 shares of Company Common Stock were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding, (c) 18,195,312 no shares of Company Undesignated Stock were issued and outstanding, (d) 670,762 shares of Company Common Stock were reserved for issuance under the Company Stock PlansCompany's ESPP, (de) 1,500,000 625,357 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Company's 1990 and 1997 Stock Plans, Option Plans and (ef) 1,370,763 325,000 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasury. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company Warrants, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e4.3(e) of the Company Disclosure Schedule sets forth a list of the holders of outstanding Company Stock Options and Company Warrants, the date that each such Company Stock Option or Company Warrant was granted, the number of shares of Company Common Stock subject to each such Company Stock Option or Company Warrant, the vesting schedule and expiration date of each such Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercised.

Company Stock. The As of the date hereof, the authorized capital stock of the Company consists of: (i) 95,000,000 solely of 20,000,000 shares of Company Common Stock, (ii) 900,000 of which not more than 6,281,783 shares were outstanding as of March 1, 2004, and 2,000,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Company Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock no shares of which are collectively referred to herein as the “Company Preferred Stock”)outstanding. As of August 7, 2007, (a) 44,641,388 No shares of Company Common Stock were have been issued and outstandingsince March 1, (b) no shares 2004 other than pursuant to the exercise of Company Preferred Stock were issued and outstanding, (c) 18,195,312 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasuryOptions. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstandingissued, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company Warrants, there There are no shares of Company Common Stock authorized and reserved for issuanceissuance other than pursuant to the Company Stock Plans, the Company does not have any Rights issued or outstanding with respect to Company StockStock or any Company Stock Awards outstanding other than Company Stock Options, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) The Company has Previously Disclosed a list of each Compensation Plan under which any shares of capital stock of the Company Disclosure Schedule sets forth a list or any Rights with respect thereto have been or may be awarded or issued (the "Company Stock Plans"). As of March 1, 2004, the holders of Company had outstanding Company Stock Options and Company Warrants, representing the date that each such Company Stock Option or Company Warrant was granted, the number of right to acquire no more than 655,002 shares of Company Common Stock subject to each such of which 655,002 Company Stock Options have a per share exercise price less than the Consideration and an aggregate of 203,338 shares of Company Common Stock authorized for future issuance under the Stock Option or Plans; no Company WarrantStock Options have been granted since such date. Except as described in the immediately preceding sentence, the vesting schedule and expiration date of each such Company has no Company Common Stock authorized for issuance pursuant to any Company Stock Option Plans or otherwise. The Company Warrant and has Previously Disclosed the weighted average exercise price at which each such for the Company Stock Option Options under each of its Company Stock Plans. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company Warrant may be exercisedon any matter.

Company Stock. The As of the date hereof, the authorized capital stock of the Company consists of: (i) 95,000,000 solely of 40,000,000 shares of Company Common Stock, (ii) 900,000 of which not more than 17,023,320 shares were outstanding as of undesignated preferred stockAugust 8, par value $1.75 per share2006, and (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7, 2007, (a) 44,641,388 shares of Company Common Stock were issued and outstanding, (b) no 10,000,000 shares of Company Preferred Stock Stock, of which no shares were issued and outstanding, (c) 18,195,312 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside outstanding as of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasurydate hereof. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstandingissued, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company Warrants, there There are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) The Company has Previously Disclosed a list of each Compensation Plan under which any shares of capital stock of the Company Disclosure Schedule sets forth a list of the holders of outstanding or any Rights with respect thereto have been or may be awarded or issued (“Company Stock Options and Company WarrantsPlans”). As of August 8, the date that each such Company Stock Option or Company Warrant was granted2006, the number of no more than 1,586,218 shares of Company Common Stock subject to each such were issuable upon exercise of Company Stock Option or Options under the Company WarrantStock Plans. Except as described in the immediately preceding sentence, the vesting schedule Company has no Company Common Stock authorized for issuance pursuant to any Company Stock Plans. The Company has Previously Disclosed the weighted average exercise price for the Company Stock Options under each of its Company Stock Plans. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. All stock options or similar Rights granted under any Company Stock Plan (1) have been granted in compliance with the terms of applicable law, the applicable Company Stock Plans and expiration on a basis consistent with past practice, including with respect to value, size and timing, (2) have been reflected on the financial statements included in the Company’s SEC Documents in accordance with generally accepted accounting principles, and (3) have (or with respect to such options or Rights which have been exercised as of the date of each such Company Stock Option or Company Warrant and the this Agreement, had) a per share exercise price at which each such least equal to the fair market value of a share of Company Common Stock Option as of the date the option or Company Warrant may be exercisedRight was granted.

Company Stock. The authorized capital stock of the Company consists of: of (i) 95,000,000 7,500,000 shares of Company Common Stock, (ii) 900,000 1,000,000 shares of undesignated preferred stock, par value $1.75 per sharestock (the "COMPANY PREFERRED STOCK"), and (iii) 100,000 16,500,000 shares of Series A Preferred Stock, par value $1.75 per share undesignated stock (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”"COMPANY UNDESIGNATED STOCK"). As of August 7May 30, 20072000, (a) 44,641,388 4,891,191 shares of Company Common Stock were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding, (c) 18,195,312 no shares of Company Undesignated Stock were issued and outstanding, (d) 670,762 shares of Company Common Stock were reserved for issuance under the Company Stock PlansCompany's ESPP, (de) 1,500,000 625,357 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Company's 1990 and 1997 Stock Plans, Option Plans and (ef) 1,370,763 325,000 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasury. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company Warrants, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e4.3(e) of the Company Disclosure Schedule sets forth a list of the holders of outstanding Company Stock Options and Company Warrants, the date that each such Company Stock Option or Company Warrant was granted, the number of shares of Company Common Stock subject to each such Company Stock Option or Company Warrant, the vesting schedule and expiration date of each such Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercised.