Common use of Authorization Capitalization; Outstanding Shares Clause in Contracts

Authorization Capitalization; Outstanding Shares. The authorized ------------------------------------------------ capital stock of Acorn on the date hereof consists of 5,000 shares of Class A common stock, with a stated par value of $0.01 per share, of which 1,840 shares are issued and outstanding and 5,000 shares of Class B (non-voting) common stock, with a stated par value of $0.01 per share, of which no shares are issued and outstanding. All of the issued and outstanding Shares of Acorn stock are duly authorized, fully paid, validly issued and non-assessable, with no personal liability attaching to the ownership hereof. Each Shareholder is the record and beneficial owner of, and has marketable, legal and valid title to, the shares of Acorn common stock as set forth on Schedule 3.1 free and clear of any liens, charges, claims, security interests or encumbrances of any kind.

Authorization Capitalization; Outstanding Shares. The authorized ------------------------------------------------ capital stock of Acorn on the date hereof Closing Date consists of 5,000 shares of Class A common stock, with a stated par value of $0.01 per share, of which 1,840 shares are issued and outstanding and 5,000 shares of Class B (non-voting) common stock, with a stated par value of $0.01 per share, of which no shares are issued and outstanding. All of the issued and outstanding Shares of Acorn stock are duly authorized, fully paid, validly issued and non-assessable, with no personal liability attaching to the ownership hereof. Each Shareholder is the record and beneficial owner of, and has marketable, legal and valid title to, the shares of Acorn common stock as set forth on Schedule 3.1 free and clear of any liens, charges, claims, security interests or encumbrances of any kind.