Common use of Authorized and Issued Capital Clause in Contracts

Authorized and Issued Capital. The authorized capitalization of the Company, the Parent and each of their Subsidiaries is set forth on Schedule 5(c). Except as set forth on Schedule 5(c), the Company and the Parent have not issued any other shares of their Capital Stock and there are no further subscriptions, contracts or agreements for the issuance or purchase of any other or additional equity interest in the Company, the Parent or any of their Subsidiaries, either in the form of options, agreements, warrants, calls, convertible securities or other similar rights. All the outstanding shares of Capital Stock have been duly and validly authorized and issued and are fully paid and nonassessable and will have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws. Set forth on Schedule 5(c) is a listing of all directors, managers, officers, partners, members and shareholders (including the number of shares of each class or percentage partnership interest, as the case may be, owned by each such Person) of the Company, the Parent and each of their Subsidiaries and of the holders of all outstanding options, agreements, warrants, calls, convertible securities and other rights relating to the issuance of equity securities of, or interests in, the Company, the Parent and each of their Subsidiaries. Except as set forth on Schedule 5(c), neither the Company, the Parent nor any of their Subsidiaries is a party to any "phantom stock", employee stock option plan, other equity-based incentive plan or similar agreement. Except as set forth on Schedule 5(c), (i) there are no preemptive or similar rights to purchase or otherwise acquire equity securities of, or interests in, the Company, the Parent or any of their Subsidiaries pursuant to any Requirement of Law or Contractual Obligation applicable to the Company, the Parent or any of their Subsidiaries and (ii) no registration rights under the Securities Act have been granted by the Company, the Parent or any of their Subsidiaries with respect to its equity securities or interests.

Authorized and Issued Capital. The authorized capitalization of the Company, the Parent Borrower and each of their its Subsidiaries is set forth on Schedule 5(c6(a). The authorized capitalization of the Borrower and its Subsidiaries, which reflects the note exchange transactions contemplated by the Restructuring Agreement (the "Restructuring Agreement") dated as of March 14, 2003 among the Borrower, certain of its subsidiaries and certain holders of the Borrower's 5 3/4% convertible subordinated notes due 2004 and the Participation Agreement dated March 14, 2003 between the Borrower and LC Capital Master Fund, Ltd., is set forth on Schedule 6(a). Except as set forth on Schedule 5(c6(a), the Company Borrower and the Parent its Subsidiaries have not issued any other shares of their Capital Stock capital stock and there are no further subscriptions, contracts or agreements for the issuance or purchase of any other or additional equity interest in the Company, the Parent Borrower or any of their its Subsidiaries, either in the form of options, agreements, warrants, calls, convertible securities or other similar rights, other than the Lender Warrants. All the outstanding shares of Capital Stock capital stock have been duly and validly authorized and issued and are fully paid and nonassessable and will have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws. Set forth on Schedule 5(c) is a listing of all directors, managers, officers, partners, members and shareholders (including the The number of shares of each class or percentage partnership interest, as the case may be, owned by each such Person) of the Company, the Parent and each of their Subsidiaries and of the holders of all outstanding options, agreements, warrants, calls, convertible securities and other rights relating to the Borrower's capital stock reserved for issuance of equity securities of, or interests in, the Company, the Parent and each of their Subsidiaries. Except as set forth on Schedule 5(c), neither 6(a) is not subject to adjustment by reason of the Company, issuance of the Parent Lender Warrants or the common stock issuable upon the exercise thereof. Neither the Borrower nor any of their its Subsidiaries is a party to any "phantom stock", " employee stock option plan, other equity-based incentive plan or similar agreement, other than as specifically disclosed on Schedule 6(a). Except as set forth on Schedule 5(c6(a), (i) there are no preemptive or similar rights to purchase or otherwise acquire equity securities of, or interests in, the Company, the Parent Borrower or any of their its Subsidiaries pursuant to any Requirement of Law or Contractual Obligation applicable to the Company, the Parent Borrower or any of their its Subsidiaries and (ii) no registration rights under the Securities Act have been granted by the Company, the Parent Borrower or any of their its Subsidiaries with respect to its equity securities or interestsinterest, other than the Registration Rights Agreement and the Registration Rights Agreement delivered pursuant to the Restructuring Agreement.

Authorized and Issued Capital. The authorized capitalization of the Company, the Parent Holdings and each of their its Subsidiaries is set forth on Schedule 5(c)SCHEDULE 6.21. Except as set forth on Schedule 5(c)SCHEDULE 6.21, the Company and the Parent have Holdings has not issued any other shares of their its Capital Stock and there are no further subscriptions, contracts or agreements for the issuance or purchase of any other or additional equity interest in the Company, the Parent Holdings or any of their its Subsidiaries, either in the form of options, agreements, warrants, calls, convertible securities or other similar rights, other than the Warrants or as set forth on SCHEDULE 6.21. All the outstanding shares of Capital Stock have been of Holdings and each of its Subsidiaries which are corporations are duly and validly authorized and issued and are fully paid and nonassessable and will have been offered, issued, sold and delivered in compliance in all material respects with applicable federal and state securities laws. All of the outstanding membership interests of any Subsidiary of Holdings which is a limited liability company have been duly authorized and are validly issued and have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws. Set forth on Schedule 5(c) SCHEDULE 6.21 is a listing of (x) all directors, managers, officers, partners, members and shareholders (including the number of shares of each class or percentage partnership interest, as the case may be, owned by each such Person) of the Company, the Parent Holdings and each of their its Subsidiaries and of (y) the holders of all outstanding options, agreements, warrants, calls, convertible securities and other rights relating to the issuance of equity securities of, or interests in, the Company, the Parent Holdings and each of their its Subsidiaries. Except The number of shares of Holdings' Capital Stock reserved for issuance as set forth on Schedule 5(c), neither SCHEDULE 6.21 is not subject to adjustment by reason of the Company, issuance of the Parent Warrants or the shares of Common Stock issuable upon the exercise thereof. Neither Holdings nor any of their its Subsidiaries is a party to any "phantom stock", employee stock option plan, other equity-based incentive plan or similar agreement, except as set forth on SCHEDULE 6.21. Except as set forth on Schedule 5(c)SCHEDULE 6.21, (i) there are no preemptive or similar rights to purchase or otherwise acquire equity securities of, or interests in, the Company, the Parent Holdings or any of their its Subsidiaries pursuant to any Requirement of Law or Contractual Obligation applicable to the Company, the Parent Holdings or any of their its Subsidiaries and (ii) no registration rights under the Securities Act have been granted by the Company, the Parent Holdings or any of their its Subsidiaries with respect to its equity securities or interests.

Authorized and Issued Capital. The authorized capitalization of the Company, the Parent Company and each of their its Subsidiaries is set forth on Schedule SCHEDULE 5(c). Except as set forth on Schedule SCHEDULE 5(c), the Company and the Parent have not issued any other shares of their Capital Stock and there are no further subscriptions, contracts or agreements for the issuance or purchase of any other or additional equity interest in the Company, the Parent Company or any of their its Subsidiaries, either in the form of options, agreements, warrants, calls, convertible securities or other similar rights. All , other than the outstanding shares of Capital Stock have been duly and validly authorized and issued and are fully paid and nonassessable and will have been offered, issued, sold and delivered in compliance with applicable federal and state securities lawsWarrants. Set forth on Schedule 5(cSCHEDULE 5(C) is a listing of all directors, managers, officers, partners, members and shareholders (including the number of shares of each class or percentage partnership interest, as the case may be, owned by each such Person) of the Company, the Parent Company and each of their its Subsidiaries and of the holders of all outstanding options, agreements, warrants, calls, convertible securities and other rights relating to the issuance of equity securities of, or interests in, the Company, the Parent Company and each of their its Subsidiaries. Except The number of shares of the Company's capital stock reserved for issuance as set forth on Schedule SCHEDULE 5(c), neither ) is not subject to adjustment by reason of the Company, issuance of the Parent Warrants or the shares of Common Stock issuable upon the exercise thereof. Neither the Company nor any of their its Subsidiaries is a party to any "phantom stock", employee stock option plan, other equity-based incentive plan or similar agreement, except as set forth on SCHEDULE 5(x). Except as set forth on Schedule SCHEDULE 5(c), (i) there are no preemptive or similar rights to purchase or otherwise acquire equity securities of, or interests in, the Company, the Parent Company or any of their its Subsidiaries pursuant to any Requirement of Law or Contractual Obligation applicable to the Company, the Parent Company or any of their its Subsidiaries and (ii) no registration rights under the Securities Act have been granted by the Company, the Parent Company or any of their its Subsidiaries with respect to its equity securities or interestsinterests (other than the registration rights granted or to be granted pursuant to the gmi Acquisition Documents).