Capital Stock of Holdings. The authorized capital stock of Holdings consists of 8,000,000 shares of Preferred Stock, $.001 par value, and 100,000,000 shares of Common Stock, $.001 par value. The Shares were duly authorized and validly issued and are outstanding, fully paid and nonassessable. Except for the Shares, there are no shares of capital stock or other equity securities of the Company outstanding. Spar is the record owner of the Shares. The Shares have not been issued in violation of, and none of the Shares are subject to, any preemptive or subscription rights. Except as set forth on Schedule 3.6, there are no outstanding warrants, options, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) pursuant to which Spar or Holdings is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of Holdings, and no equity securities of the Company are reserved for issuance for any purpose.

Capital Stock of Holdings. The total number of shares of capital stock of all classes which Holdings has the authority to issue is seventy thousand (70,000), which are classified as follows: fifty thousand (50,000) Class A Common Shares, $.01 par value per share, and twenty thousand (20,000) Class B Common Shares, $.01 par value per share. Of such authorized shares, a total of twenty-nine thousand eight hundred twenty-five (29,825) Class A Common Shares and three thousand seven hundred fifty (3,750) Class B Common Shares are issued and outstanding (each, a “Share,” and collectively, the “Shares”) and are owned of record by the Sellers in the respective amounts set forth on Schedule 4.2.1. In addition, three thousand two hundred sixty-one and 07/100 (3,261.07) Warrants for Class B Common Shares (the “Warrants”) and Stock Options to purchase two thousand fifty (2,050) shares of Class A Common Shares are owned by Sellers in the respective amounts set forth on Schedule 4.2.1. All of the Shares have been duly authorized and validly issued, are fully paid and nonassessable, and have been issued in compliance with (and since issuance, have not been transferred except in compliance with) all applicable Laws and any preemptive rights or rights of first refusal of any Person. All of the Warrants and Stock Options have been duly authorized and validly issued, and have been issued in compliance with all applicable Laws and any preemptive rights or rights of first refusal of any Person. Except for the Stock Options and Warrants, or as set forth in the Stockholders’ Agreement, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any shares of capital stock of Holdings, there does not exist nor is there outstanding any right or security granted or issued to any Person to cause Holdings to issue or sell any shares of capital stock of Holdings to any Person (including any warrant, stock option, convertible debt obligation, subscription for stock or securities convertible into stock of Holdings, or any other similar right, security, instrument or agreement). Except for the Stock Options and Warrants, or as set forth in the Stockholders’ Agreement, Holdings is not subject to any obligations (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of capital stock or any warrants, options or other rights to acquire its capital stock. As of the Closing, Holdings will not be subject to any obligation (contingent or otherwise) to...

Capital Stock of Holdings. As of the Closing and immediately thereafter: (i) (a) the authorized capital stock of Holdings will consist of 20,000,000 shares of Common Stock, par value $0.01 per share, and all of the outstanding shares of capital stock of Holdings will be validly issued, fully paid and nonassessable; (b) a sufficient number of shares of Holdings Common Stock will be reserved for issuance upon the exercise of Options issuable pursuant to a new Benefit Plan (the “New Option Plan”), which New Option Plan (i) will be negotiated in good faith by the Company and its unsecured creditors prior to the Effective Date as defined in the Reorganization Plan and (ii) will be recommended for adoption by the Board of Directors of Holdings, and (c) all of the membership interests of New LP will be validly issued and held of record and beneficially by Holdings; (ii) Except as expressly contemplated by this Agreement, the Reorganization Plan, and/or the Holdings Charter, (a) there are no outstanding Options to acquire shares of stock of Holdings, of any class or series, (b) there are no voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of Holdings by which Holdings is bound, (c) there are no contractual or statutory preemptive rights, or agreements, arrangements or understandings to issue any preemptive rights with respect to any shares of capital stock of Holdings except as required herein, and (d) Holdings will not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any Options to acquire its capital stock; and (iii) all of the outstanding shares of Holdings Common Stock will be owned of record by the Purchasers and other unsecured creditors of the Company.

Capital Stock of Holdings. Each share of the 2,716,900 HOLDINGS Common Stock issued and outstanding immediately prior to the Closing Date shall remain unchanged as a result of the Acquisition. At the Closing, the options to purchase 95,400 shares of Holdings common Common Stock shall remain outstanding. Except as set forth in this Section 2.6(b), at the Closing, there shall be no other options, warrants or other agreements or rights to purchase shares of HOLDINGS' capital stock outstanding and any other outstanding options, warrants or other agreements or rights to purchase shares of HOLDINGS' capital stock shall be cancelled or otherwise terminated.

Capital Stock of Holdings. Each share of Holdings Common Stock issued and outstanding that is owned by the Company immediately prior to the Effective Time shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

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Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.
Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.
Capital Stock The authorized capital stock of the Company consists solely of 50,000,000 shares of common stock, par value $0.01 per share ("Company Common Stock"), and 25,000,000 shares of preferred stock, par value $0.01 per share ("Company Preferred Stock"). As of July 10, 2002, 15,316,062 shares (including restricted stock issued to employees of the Company but which shares have not been issued in certificated form) of Company Common Stock were issued and outstanding; no shares were held in the treasury of the Company. Since such date, there has been no change in the number of issued and outstanding shares of Company Common Stock or shares of Company Common Stock held in treasury and 413,398 and 775,644 shares were reserved for issuance under the Company's 1993 Stock Option Plan and Parallel Non-Qualified Savings Plan, respectively. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance (including the shares of New Preferred Stock issuable in the Offer and the shares of Company Common Stock issuable on conversion thereof) will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement and the Company Rights Agreement, and except as disclosed in the Disclosure Schedule (as defined in Section 8.11), there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of the Company or to grant, extend or enter into any Option with respect thereto or "phantom" stock rights or otherwise provide any payment or compensation based on "phantom" stock or measured by the value of the Company's stock, assets, revenues or other similar measure.
Stock of Subsidiaries Permit any of its Subsidiaries to issue any additional shares of its capital stock except director's qualifying shares.
Limitation on Preferred Stock of Restricted Subsidiaries The Company shall not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.
Capital Stock of Merger Sub Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.
Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.
Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

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