Common use of Avanex Capital Structure Clause in Contracts

Avanex Capital Structure. The authorized capital stock of Avanex ------------------------ consists of (i) 300,000,000 shares of Avanex Common Stock, par value $0.001 per share, and (ii) 10,000,000 shares of Preferred Stock, par value $0.001 per share. As of the close of business on March 15, 2002, 69,467,362 shares of Avanex Common Stock were issued and outstanding. As of the date hereof, no shares of Avanex Preferred Stock were issued or outstanding. As of March 15, 2002, Avanex had reserved an aggregate of 37,164,909 shares of Avanex Common Stock for issuance pursuant to Avanex's 1998 Stock Plan, 1999 Director Option Plan, Holographix Inc. 1996 Stock Option Plan, Holographix Inc. 2000 Stock Option Plan and LambdaFlex, Inc. 2000 Stock Plan (the "Avanex Stock Option Plans"), under which options to purchase 13,846,472 shares were outstanding, and 1,651,623 shares of Avanex Common Stock were available for issuance pursuant to the Avanex 1999 Employee Stock Purchase Plan. Except as set forth in the immediately preceding sentence, no shares of capital stock or other equity securities of Avanex are issued, reserved for issuance or outstanding except as set forth in the Avanex Financials and except for rights issuable pursuant to the Avanex Rights Agreement (as defined in Section 3.22) or any other right issued in substitution thereof (the "Avanex Rights"). Under the Avanex Rights Agreement, until the distribution date, (i) the Avanex Rights will be evidenced by the certificates for Avanex Common Stock registered in the names of the holders of thereof (which certificates shall also be deemed to be certificates for Avanex Rights (the "Avanex Rights Certificates") and not by separate Avanex Rights Certificates and (ii) the right to receive Avanex Rights Certificates will be transferable only in connection with the transfer of Avanex Common Stock. All of the outstanding shares of Avanex's capital stock have been duly authorized and validly issued and are fully paid and nonassessable. All shares of Avanex Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable.

Avanex Capital Structure. (a) The authorized capital stock of Avanex ------------------------ consists of (i) 300,000,000 shares of Avanex Common Stock, par value $0.001 per share, and (ii) 10,000,000 shares of Preferred Stock, par value $0.001 per share. As of the close of business on March 15May 9, 20022003, 69,467,362 69,255,523 shares of Avanex Common Stock were issued and outstanding. As of the date hereof, no shares of Avanex Preferred Stock were issued or outstanding. As of March 15May 9, 20022003, Avanex had reserved an aggregate of 37,164,909 40,020,843 shares of Avanex Common Stock for issuance pursuant to Avanex's ’s 1998 Stock Plan, 1999 Director Option Plan, Holographix Inc. 1996 Stock Option Plan, Holographix Inc. 2000 Stock Option Plan and LambdaFlex, Inc. 2000 Stock Plan (the "“Avanex Stock Option Plans"”), under which options to purchase 13,846,472 9,104,318 shares were outstanding, and 1,651,623 2,020,627 shares of Avanex Common Stock were available for issuance pursuant to the Avanex 1999 Employee Stock Purchase Plan. Except as set forth in the immediately preceding sentence, no shares of capital stock or other equity securities of Avanex are issued, reserved for issuance or outstanding except as set forth in the Avanex Financials (as defined below) and except for rights issuable pursuant to the Preferred Stock Rights Agreement between Avanex and EquiServe Trust Company, N.A. dated as of July 26, 2001 (the “Avanex Rights Agreement (as defined in Section 3.22Agreement”) or any other right issued in substitution thereof (the "“Avanex Rights"”). Under the Avanex Rights Agreement, until the distribution dateDistribution Date (as defined in the Avanex Rights Agreement), (i) the Avanex Rights will be evidenced by the certificates for Avanex Common Stock registered in the names of the holders of thereof (which certificates shall also be deemed to be certificates for Avanex Rights (the "“Avanex Rights Certificates"”) and not by separate Avanex Rights Certificates and (ii) the right to receive Avanex Rights Certificates will be transferable only in connection with the transfer of Avanex Common Stock. All of the outstanding shares of Avanex's ’s capital stock have been duly authorized and validly issued and are fully paid and nonassessable. All shares of Avanex Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable.