Common use of Authorized and Outstanding Shares of Capital Stock Clause in Contracts

Authorized and Outstanding Shares of Capital Stock. As of December 31, 1999, the authorized capital stock of Company consisted of: (i) 36,000,000 shares of Common Stock, $.01 par value per share, of which 5,684,110 shares were issued and outstanding, (ii) 3,000,000 shares of Series E Convertible Preferred stock, $0.01 par value per share, 214,396 of which are issued and outstanding; (iii) 1,200,000 shares of Series D Convertible Preferred Stock, $0.01 par value per share, 1,073,370 of which are issued and outstanding; (iv) 1,000,000 shares of Series C Convertible Preferred Stock, $0.01 par value per share, 623,339 shares of which are issued and outstanding; and (v) 4,800,000 shares of undesignated Preferred Stock, $0.01 par value per share, none of which are issued and outstanding. All of such issued and outstanding shares are validly issued, fully paid and non-assessable. There is no existing option, warrant, call, commitment or other agreement to which Company is a party requiring, and there are no convertible securities of Company outstanding which upon conversion would require, the issuance of any additional shares of Stock of Company or other securities convertible into shares of equity securities of Company, and (ii) there are no agreements to which Company is a party with respect to the voting or transfer of the Stock of Company. There are no stockholders' preemptive rights or rights of first refusal or other similar rights with respect to the issuance of Stock by Company. True and correct copies of the certificate of incorporation and by-laws of Company have been delivered to Purchaser.

Authorized and Outstanding Shares of Capital Stock. As of December 31, 1999After giving effect to the Closing, the authorized capital stock of Company consisted of: (i) 36,000,000 as of July 28, 2000 consists of 40,000,000 shares of Common Stock, $.01 0.001 par value per share, of which 5,684,110 14,919,843 shares were are issued and outstanding, (ii) 3,000,000 and 10,000,000 shares of Series E Convertible Preferred stockStock, $0.01 0.001 par value per share, 214,396 of which 11,729 shares of Series A 4% Convertible Redeemable Preferred Stock are issued and outstanding; (iii) 1,200,000 outstanding and 30,000 shares of Series D B 4% Convertible Redeemable Preferred Stock, $0.01 par value per share, 1,073,370 of which are issued and outstanding; (iv) 1,000,000 shares of Series C Convertible Preferred Stock, $0.01 par value per share, 623,339 shares of which are issued and outstanding; and (v) 4,800,000 shares of undesignated Preferred Stock, $0.01 par value per share, none of which Stock are issued and outstanding. All of such issued and outstanding shares are validly issued, fully paid and non-assessable. There Except as set forth on Schedule 4.1, (i) there is no existing option, warrant, call, commitment or other agreement to which Company is a party requiring, and there are no convertible securities of Company outstanding which upon conversion would require, the issuance of any additional shares of Stock of Company or other securities convertible into shares of equity securities of Company, other than the Common Stock, and (ii) there are no agreements to which Company is a party or, to the knowledge of Company, to which any stockholder or warrant holder of Company is a party, with respect to the voting or transfer of the Stock of Company or with respect to any other aspect of Company's affairs, other than the Stockholders Agreement. There Except as set forth on Schedule 4.1, there are no stockholders' preemptive rights or rights of first refusal or other similar rights with respect to the issuance of Stock by Company, other than pursuant to the Transaction Documents. True and correct copies of the certificate of incorporation and by-laws of Company on effect on the date hereof have been delivered to Purchaser.

Authorized and Outstanding Shares of Capital Stock. (a) As of December 316, 19992001, the authorized capital stock of the Company consisted of: of (i) 36,000,000 200,000,000 shares of Class A Common Stock, $.01 par value per share, of which 5,684,110 shares were issued and outstanding, (ii) 3,000,000 shares of Series E Convertible Preferred stock, $0.01 par value per share, 214,396 of which are issued and outstanding; (iii) 1,200,000 shares of Series D Convertible Preferred Stock, $0.01 par value per share, 1,073,370 of which are 73,907,788 shares were issued and outstanding; (ivii) 1,000,000 120,000,000 shares of Series C Convertible Preferred Class B Common Stock, $0.01 par value per share, 623,339 shares of which are 30,670,422 shares were issued and outstanding; and (viii) 4,800,000 10,000,000 shares of undesignated Preferred Stock, $0.01 par value per share, none of which are were issued and outstanding. All of such issued and outstanding shares are validly issued, fully paid and non-assessable. There is no existing option, warrant, call, commitment or other agreement to which Company is a party requiring, and there are no convertible securities of Company outstanding which upon conversion would require, the issuance of any additional No shares of Stock of capital stock are held by the Company or other securities convertible into shares of equity securities of Company, and (ii) there are no agreements to which Company is a party with respect to the voting or transfer as treasury stock as of the Stock date of Companythis Agreement. There are no stockholders' preemptive rights or rights of first refusal or other similar rights with respect to the issuance of Stock by Company. True True, correct and correct complete copies of the certificate of incorporation and by-laws of the Company have been delivered made available to Purchasereach Investor. (b) As of the Issue Date, the authorized capital stock of the Trust consisted of (i) 8,196 Common Securities, stated liquidation amount of $1,000 per security, and (ii) 265,000 Preferred Securities, stated liquidation amount of $1,000 per security, none of either of which were issued and outstanding. (c) There are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or liens granted or issued by the Company or any of its Subsidiaries relating to or entitling any Person to purchase or otherwise to acquire any Stock of the Company or any of its Subsidiaries, except as disclosed in the Company SEC Documents and except as further reflected on Schedule 4.1(c) hereto.

Authorized and Outstanding Shares of Capital Stock. As of December 31, 1999After giving effect to the Closing, the authorized capital stock of Company consisted of: (i) 36,000,000 consists of 25,000,000 shares of Common Stock, $.01 par value per share, of which 5,684,110 2,398,745 shares were are issued and outstanding, (ii) 3,000,000 outstanding and 12,123,390 shares of Series E Convertible Preferred stock, $0.01 par value per share, 214,396 convertible preferred stock of which the following number of shares divided by series are issued and outstanding; (iii) 1,200,000 shares of : 4,458,852 Series A, 2,400,000 Series B, 2,292,635 Series C, 2,083,332 Series D Convertible Preferred Stock, $0.01 par value per share, 1,073,370 of which are issued and outstanding; (iv) 1,000,000 shares of 857,143 Series C Convertible Preferred Stock, $0.01 par value per share, 623,339 shares of which are issued and outstanding; and (v) 4,800,000 shares of undesignated Preferred Stock, $0.01 par value per share, none of which are issued and outstanding. E. All of such issued and outstanding shares are validly issued, fully paid and non-assessable. There Schedule 4.1 hereto contains a complete and correct list of all stockholders of Company and the number of shares owned by each. Except as set forth on Schedule 4.1, (i) there is no existing option, warrant, call, commitment or other agreement to which Company is a party requiring, and there are no convertible securities of Company outstanding which upon conversion would require, the issuance of any additional shares of Stock of Company or other securities convertible into shares of equity securities of Company, other than the Warrants, and (ii) there are no agreements to which Company is a party or, to the knowledge of Company, which any stockholder of Company is a party, with respect to the voting or transfer of the Stock of Company. There Except as set forth on Schedule 4.1, there are no stockholders' preemptive rights or rights of first refusal or other similar rights with respect to the issuance of Stock by Company. True and correct copies of the certificate articles of incorporation and by-laws of Company have been delivered to Purchaser.