Common use of Acquiror Stock Clause in Contracts

Acquiror Stock. (1) As of the date hereof, the authorized capital stock of the Acquiror consists solely of 350,000,000 shares of Acquiror Common Stock, of which 111,883,481 shares were outstanding as of November 30, 1998, and 40,000,000 shares of Acquiror Preferred Stock, of which no shares are outstanding as of the date hereof. As of the date hereof, other than the Acquiror Rights and except as Previously Disclosed, there are no shares of Acquiror Stock authorized and reserved for issuance, the Acquiror does not have any Rights issued or outstanding with respect to Acquiror Stock, and the Acquiror does not have any commitment to authorize, issue or sell any Acquiror Stock or Rights, except pursuant to this Agreement. The number of shares of Acquiror Common Stock which are issuable and reserved for issuance upon exercise of any employee or director stock options to purchase shares of Acquiror Common Stock, and the number and terms of any Rights, as of November 30, 1998, are Previously Disclosed in the Acquiror's Disclosure Schedule. (2) The shares of Acquiror Common Stock to be issued as Consideration, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

Acquiror Stock. (1i) As of the date hereof, the authorized capital stock of the Acquiror consists solely of 350,000,000 200,000,000 shares of Acquiror Common Stock, of which 111,883,481 103,726,095 shares were outstanding as of November 30May 31, 19981997, and 40,000,000 shares of Acquiror Preferred Stock, of which no shares are outstanding as of the date hereof. As of the date hereof, other than the Acquiror Rights and except as Previously Disclosedset forth in its Disclosure Schedule, there are no shares of Acquiror Stock authorized and reserved for issuance, the Acquiror does not have any Rights issued or outstanding with respect to Acquiror Stock, and the Acquiror does not have any commitment to authorize, issue or sell any Acquiror Stock or Rights, except pursuant to this Agreement. The number of shares of Acquiror Common Stock which are issuable and reserved for issuance upon exercise of any employee or director stock options to purchase shares of Acquiror Common Stock, and the number and terms of any Rights, as of November 30, 1998the date hereof, are Previously Disclosed in the Acquiror's Disclosure Schedule. . (2ii) The shares of Acquiror Common Stock to be issued as Merger Consideration, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.nonassessable. 23 28

Acquiror Stock. (1i) As of the date hereof, the authorized -------------- capital stock of the Acquiror consists solely of 350,000,000 200,000,000 shares of Acquiror Common Stock, of which 111,883,481 103,726,095 shares were outstanding as of November 30May 31, 19981997, and 40,000,000 shares of Acquiror Preferred Stock, of which no shares are outstanding as of the date hereof. As of the date hereof, other than the Acquiror Rights and except as Previously Disclosedset forth in its Disclosure Schedule, there are no shares of Acquiror Stock authorized and reserved for issuance, the Acquiror does not have any Rights issued or outstanding with respect to Acquiror Stock, and the Acquiror does not have any commitment to authorize, issue or sell any Acquiror Stock or Rights, except pursuant to this Agreement. The number of shares of Acquiror Common Stock which are issuable and reserved for issuance upon exercise of any employee or director stock options to purchase shares of Acquiror Common Stock, and the number and terms of any Rights, as of November 30, 1998the date hereof, are Previously Disclosed in the Acquiror's Disclosure Schedule. (2ii) The shares of Acquiror Common Stock to be issued as Consideration, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereofnonassessable.

Acquiror Stock. (1i) As of the date hereof, the authorized capital stock of the Acquiror consists solely of 350,000,000 200,000,000 shares of Acquiror Common Stock, of which 111,883,481 103,726,095 shares were outstanding as of November 30May 31, 19981997, and 40,000,000 shares of Acquiror Preferred Stock, of which no shares are outstanding as of the date hereof. As of the date hereof, other than the Acquiror Rights and except as Previously Disclosedset forth in its Disclosure Schedule, there are no shares of Acquiror Stock authorized and reserved for issuance, the Acquiror does not have any Rights issued or outstanding with respect to Acquiror Stock, and the Acquiror does not have any commitment to authorize, issue or sell any Acquiror Stock or Rights, except pursuant to this Agreement. The number of shares of Acquiror Common Stock which are issuable and reserved for issuance upon exercise of any employee or director stock options to purchase shares of Acquiror Common Stock, and the number and terms of any Rights, as of November 30, 1998the date hereof, are Previously Disclosed in the Acquiror's Disclosure Schedule. (2ii) The shares of Acquiror Common Stock to be issued as Consideration, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereofnonassessable.