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

Authorized and Outstanding Shares of Capital Stock. After giving effect to the Closing, the authorized capital stock of Company as of July 28, 2000 consists of 40,000,000 shares of Common Stock, $0.001 par value per share, of which 14,919,843 shares are issued and outstanding, and 10,000,000 shares of Preferred Stock, $0.001 par value per share, of which 11,729 shares of Series A 4% Convertible Redeemable Preferred Stock are issued and outstanding and 30,000 shares of Series B 4% Convertible Redeemable Preferred Stock are issued and outstanding. All of such issued and outstanding shares are validly issued, fully paid and non-assessable. 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. 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. After -------------------------------------------------- giving effect to the Closing, the authorized capital stock of Company as of July 28, 2000 consists of 40,000,000 36,250,000 shares of Common Stock, $0.001 .01 par value per share, of which 14,919,843 12,722,871 shares are issued and outstanding, and 10,000,000 50,000 shares of Convertible Preferred Stock, $0.001 .01 par value per share, of which 11,729 50,000 shares of Series A 4% Convertible Redeemable Preferred Stock are issued and outstanding and 30,000 shares of Series B 4% Convertible Redeemable Preferred Stock are will be issued and outstanding. All of such issued and outstanding shares shares, including, without limitation, the Convertible Preferred Stock, are validly issued, fully paid and non-assessable. Except as set forth on Schedule 4.14.1(a), (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 StockConvertible Preferred Stock and the Warrants, 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. Except as set forth on Schedule 4.14.1(a), 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. After giving effect to the ClosingAs of October 5, 1999, the authorized capital stock of Company as consisted of July 28, 2000 consists of 40,000,000 (a) 2,404,031,240 shares of Class A Common Stock, $0.001 0.01 par value per share, of which 14,919,843 198,835,335 shares are were issued and outstanding, and 10,000,000 ; (b) 522,254,782 shares of Preferred Class B Common Stock, $0.001 0.01 par value per share, of which 11,729 33,769,272 shares were issued and outstanding; and (c) 20,000,000 shares of Series A 4% Convertible Redeemable Preferred Stock are issued and outstanding and 30,000 shares Stock, $0.01 par value per share, none of Series B 4% Convertible Redeemable Preferred Stock are which were issued and outstanding. All of such issued and outstanding shares are validly issued, fully paid and non-assessable. No shares of capital stock are held by Company as treasury stock as of the date of this Agreement and no shares of capital stock of Company shall be held by Company as treasury stock as of the First Closing and the Second Closing (if any). Except as set forth on Schedule 4.14.1 hereto and agreements with brokers or finders to whom Company is solely responsible for the payment of any brokerage or finder's fees, (i) there is no existing option, warrant, call, commitment or other agreement to which Company or any of its Subsidiaries 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 or equity securities of Company, other than the Common Stocksecurities to be issued pursuant to this Agreement, 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. Except as set forth on Schedule 4.14.1 hereto, 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, other than pursuant to the Transaction Documents. True correct and correct complete copies of the certificate of incorporation and by-laws of Company on effect on the date hereof have been delivered made available to Purchaser.

Authorized and Outstanding Shares of Capital Stock. After giving effect to the Closing, the authorized capital stock of Company as of July 28November 30, 2000 2001 consists of 40,000,000 shares of Common Stock, $0.001 par value per share, of which 14,919,843 16,174,825 shares are issued and outstanding, and 10,000,000 shares of Preferred Stock, $0.001 par value per share, of which 11,729 11,570 shares of Series A 4% A1 Convertible Redeemable Preferred Stock are issued and outstanding and 30,000 shares of Series B 4% B1 Convertible Redeemable Preferred Stock are issued and outstanding. All of such issued and outstanding shares are validly issued, fully paid and non-assessable. 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. 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.