Common use of Authorized and Issued Capital Stock Clause in Contracts

Authorized and Issued Capital Stock. (a) As of September 30, 2000, the authorized capital stock of the Company consists of (i) 150,000,000 shares of Common Stock, of which 27,873,457 shares were issued and outstanding, and (ii) 10,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding. Holders of the shares of Common Stock have certain rights pursuant to the terms of a Rights Agreement, dated as of December 3, 1998, between the Company and Registrar and Transfer Company, as rights agent. All of the outstanding shares of Common Stock were validly issued and are fully paid and non-assessable shares. (b) The Company has registered the Common Stock pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), and, to the date hereof, has filed all periodic reports required to be filed under the Exchange Act. The Common Stock is currently included for listing in the Nasdaq National Market.