Common use of Capital Stock of Parent Clause in Contracts

Capital Stock of Parent. As of the date hereof, the authorized capital of Parent consists of (i) 150,000,000 shares of Common Stock of Parent, par value $.01 per share (the "PARENT COMMON STOCK"), of which, as of the date hereof, 39,006,212 shares are issued and outstanding; and (ii) 75,000,000 shares of preferred stock, par value $.01 per share (the "PARENT PREFERRED STOCK," together with the Parent Common Stock, the "PARENT CAPITAL STOCK"), none of which is issued and outstanding or reserved for any purpose. All outstanding shares of Parent Common Stock are validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Parent Common Stock has been issued in violation of the preemptive rights of any person or in violation of applicable federal or state securities laws, except where any such violation or violations, individually or in the aggregate, would not have a Material Adverse Effect on Parent. SCHEDULE 2.4 sets forth a true and complete list of the names and addresses of each of the holders of record of options to purchase Parent Common Stock (the "PARENT STOCK OPTIONS"), the respective number of shares of Parent Common Stock subject to such Parent Stock Option, the exercise price applicable to such Parent Stock Option and the expiration date of such Parent Stock Option. Except for this Agreement, the Merger Agreement and except as set forth on SCHEDULE 2.4 hereof, there are no agreements, arrangements, warrants, options, puts, calls, rights or other commitments, plans or understandings of any character relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting, or transfer of any shares of Parent Common Stock or any other securities of Parent. Except as set forth on SCHEDULE 2.4 and except pursuant to applicable laws, there are no restrictions, including but not limited to self-imposed restrictions, on the retained earnings of Parent or on the ability of Parent to declare and pay dividends.

Capital Stock of Parent. As of the date hereof, the authorized capital of Parent consists of (i) 150,000,000 shares of Common Stock of Parent, par value $.01 per share (the "PARENT COMMON STOCKParent Common Stock"), of which, as of the date hereof, 39,006,212 25,400,000 shares are issued and outstanding; and (ii) 75,000,000 shares of preferred stock, par value $.01 per share (the "PARENT PREFERRED STOCKParent Preferred Stock," together with the Parent Common Stock, the "PARENT CAPITAL STOCKParent Capital Stock"), none of which is issued and outstanding or reserved for any purpose. All outstanding shares of Parent Common Stock are validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Parent Common Stock has been issued in violation of the preemptive rights of any person or in violation of applicable federal or state securities laws, except where any such violation or violations, individually or in the aggregate, would not have a Material Adverse Effect on Parent. SCHEDULE Schedule 2.4 sets forth a true and complete list of the names and addresses of each of the holders of record of options to purchase Parent Common Stock (the "PARENT STOCK OPTIONSParent Stock Options"), the respective number of shares of Parent Common Stock subject to such Parent Stock Option, the exercise price applicable to such Parent Stock Option and the expiration date of such Parent Stock Option. Except for this Agreement, the Merger Agreement and except as set forth on SCHEDULE Schedule 2.4 hereof, there are no agreements, arrangements, warrants, options, puts, calls, rights or other commitments, plans or understandings of any character relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting, or transfer of any shares of Parent Common Stock or any other securities of Parent. Except as set forth on SCHEDULE Schedule 2.4 and except pursuant to applicable laws, there are no restrictions, including but not limited to self-imposed restrictions, on the retained earnings of Parent or on the ability of Parent to declare and pay dividends.

Capital Stock of Parent. (a) The authorized capital stock of Parent consists of 500,000 shares of Parent Common Stock, and 200,000 shares of preferred stock, of which 50,000 shares are designated as 6.5% Cumulative Redeemable Series A Preferred Stock (the "Series A Preferred Stock") and 15,000 shares are designated as 6.5% Cumulative Redeemable Convertible Series B Preferred Stock (the "Series B Preferred Stock"). As of the date hereof, the authorized capital of Parent consists of (i) 150,000,000 shares of Common Stock of Parent, par value $.01 per share (the "PARENT COMMON STOCK"), of which, as of the date hereof, 39,006,212 shares are issued and outstanding; and (ii) 75,000,000 shares of preferred stock, par value $.01 per share (the "PARENT PREFERRED STOCK," together with the Parent Common Stock, the "PARENT CAPITAL STOCK"), none of which is issued and outstanding or reserved for any purpose. All outstanding 97,365.64 shares of Parent Common Stock are issued and outstanding (exclusive of 198.40 treasury shares), all of which are validly issued, fully paid and nonassessable, (ii) 21,602 shares of Series A Preferred Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, (iii) 10,000 shares of Series B Preferred Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (iv) 22,886.57 shares of Parent Common Stock are reserved for issuance pursuant to options, warrants and conversion of the Series B Preferred Stock. None of the issued and outstanding shares of Parent Common Stock has been was issued in violation of the any preemptive rights rights. Except as set forth in Section 4.03(a)(i) of Parent Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any person character relating to the capital stock of Parent or in violation obligating Parent to issue or sell any shares of applicable federal capital stock of, or state securities lawsany other interest in, except where any such violation or violations, individually or in the aggregate, would not have a Material Adverse Effect on Parent. SCHEDULE 2.4 sets forth a true and complete list of the names and addresses of each of the holders of record of options to purchase Parent Common Stock (the "PARENT STOCK OPTIONS"), the respective number of All shares of Parent Common Stock subject to such Parent Stock Optionissuance as aforesaid, upon issuance on the exercise price applicable terms and conditions specified in the instruments pursuant to such Parent Stock Option which they are issuable, will be duly authorized, validly issued, fully paid and the expiration date of such Parent Stock Option. Except for this Agreement, the Merger Agreement and except as set forth on SCHEDULE 2.4 hereof, there are no agreements, arrangements, warrants, options, puts, calls, rights or other commitments, plans or understandings of any character relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting, or transfer of any shares of Parent Common Stock or any other securities of Parentnonassessable. Except as set forth on SCHEDULE 2.4 and except pursuant to applicable lawsin Section 4.03(a)(ii) of the Parent Disclosure Schedule, there are no restrictions, including but not limited to self-imposed restrictions, on the retained earnings outstanding contractual (b) The stock register of Parent or on accurately records: (i) the ability name and last known address of each Person who is a record owner of shares of capital stock of Parent to declare and pay dividends(ii) the certificate number of each certificate evidencing shares of capital stock issued by Parent, the number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation.

Capital Stock of Parent. As The total number of shares of capital stock of all classes which Parent has the authority to issue is One Hundred Thousand (100,000), which are classified as follows: Eighty Thousand (80,000) shares of Class A Common Stock, $.01 par value, and Twenty Thousand (20,000) shares of Class B Common Stock, $.01 par value. Of such authorized shares, a total of Seventeen Thousand Six Hundred Forty One and Sixty-Three Hundredths (17,641.63) shares of Class A Common Stock are issued and outstanding (each, a “Share,” and collectively, the “Shares”) and are owned of record by Sellers in the respective amounts set forth in Section 4.2.1 of the date hereofDisclosure Letter, the authorized capital of Parent consists of (i) 150,000,000 and no shares of Class B Common Stock of Parent, par value $.01 per share (the "PARENT COMMON STOCK"), of which, as of the date hereof, 39,006,212 shares are issued and outstanding; and . In addition, warrants to purchase One Thousand Four Hundred Ten (ii1,410) 75,000,000 shares of preferred stock, par value $.01 per share Class B Common Stock (the "PARENT PREFERRED STOCK," together with “Warrants”) and options to purchase Two Thousand Six Hundred Sixty-Eight and Sixty Hundredths (2,668.60) shares of Class A Common Stock (the Parent Common Stock, “Stock Options”) are owned by Sellers in the "PARENT CAPITAL STOCK"), none respective amounts set forth in Section 4.2.1 of which is issued and outstanding or reserved for any purposethe Disclosure Letter. All outstanding shares of Parent Common Stock are the Shares have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws and any preemptive rights or rights of first refusal of any Person. None All of the issued Warrants and outstanding shares of Parent Common Stock has Options have been issued duly authorized, and were delivered in violation of the compliance with all applicable federal and state securities laws and any preemptive rights or rights of first refusal of any person or in violation of applicable federal or state securities laws, except where any such violation or violations, individually or in the aggregate, would not have a Material Adverse Effect on Parent. SCHEDULE 2.4 sets forth a true and complete list of the names and addresses of each of the holders of record of options to purchase Parent Common Stock (the "PARENT STOCK OPTIONS"), the respective number of shares of Parent Common Stock subject to such Parent Stock Option, the exercise price applicable to such Parent Stock Option and the expiration date of such Parent Stock OptionPerson. Except for this Agreementthe Stock Options and Warrants, the Merger Agreement and except or as set forth on SCHEDULE 2.4 hereofin the Security Holders’ Agreement, (a) there are no agreementsvoting trusts, arrangementsproxies, warrants, options, puts, calls, rights or other commitments, plans agreements or understandings of any character relating with respect to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting, or transfer voting of any shares of capital stock of Parent, (b) there does not exist nor is there outstanding any right or security granted to, issued to, or entered into with, any Person to cause Parent Common Stock to issue, grant or sell any shares of capital stock of Parent to any Person (including any warrant, stock option, call, preemptive right, convertible or exchangeable obligation, subscription for stock or securities convertible into or exchangeable for stock of Parent, or any other securities similar right, security, instrument or agreement), and there is no commitment or agreement to grant or issue any such right or security, (c) there is no obligation, contingent or otherwise, of Parent to (i) repurchase, redeem or otherwise acquire any share of the capital stock or other equity interests of Parent. Except as set forth on SCHEDULE 2.4 , or (ii) provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of any other Person (other than the other Acquired Companies) and except pursuant to applicable laws, (d) there are no restrictionsbonds, including but not limited debentures, notes or other indebtedness (other than the Warrants) which have the right to self-imposed restrictionsvote (or convertible into, or exchangeable for, securities having the right to vote) on the retained earnings any matters on which shareholders of Parent or on the ability of Parent are required to declare and pay dividendsvote.

Capital Stock of Parent. As of the date hereof, the The authorized capital of Parent consists of (i) 150,000,000 shares of Parent Common Stock of ParentStock, par value $.01 per share (the "PARENT COMMON STOCKParent Common Stock"), of which, as of the date hereof, 39,006,212 25,400,000 shares are issued and outstanding; and (ii) 75,000,000 shares of preferred stock, par value $.01 per share (the "PARENT PREFERRED STOCKParent Preferred Stock," together with the Parent Common Stock, the "PARENT CAPITAL STOCKParent Capital Stock"), none of which is issued and outstanding or reserved for any purpose. All outstanding shares of Parent Common Stock are validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Parent Common Stock has been issued in violation of the preemptive rights of any person or in violation of applicable federal or state securities laws, except where any laws and all such violation or violations, individually or in the aggregate, would not have a Material Adverse Effect on Parentissued and outstanding shares of Parent Common Stock are fully paid and nonassessable. SCHEDULE Schedule 2.4 sets forth a true and complete list of the names and addresses of (i) each of the holders of record of the Parent Common Stock and the respective number of outstanding shares held of record by each such holder and (ii) each of the holders of record of options to purchase Parent Common Stock (the "PARENT STOCK OPTIONSParent Stock Options"), the respective number of shares of Parent Common Stock subject to such Parent Stock Option, the exercise price applicable to such Parent Stock Option and the expiration date of such Parent Stock Option. Except for this Agreement, the Merger Agreement and except as set forth on SCHEDULE Schedule 2.4 hereof, there are no agreements, arrangements, warrants, options, puts, calls, rights or other commitments, preemptive rights, plans or understandings of any character relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting, or transfer of any shares of Parent Common Stock or any other securities of Parent. Except as set forth on SCHEDULE Schedule 2.4 and except pursuant to applicable laws, there are no restrictions, including but not limited to self-imposed restrictions, on the retained earnings of Parent or on the ability of Parent to declare and pay dividends. Except as described on Schedule 2.4, Parent has not granted or agreed to grant any Person any rights (including piggyback registration rights) to have any shares of Parent Capital Stock registered with the Securities and Exchange Commission or any other Governmental Body. All outstanding shares of Parent Common Stock are held free and clear of all Encumbrances created by Parent and, to the Knowledge of Parent, such shares are beneficially owned by the holders listed on Schedule 2.4 free and clear of all Encumbrances (other than restrictions under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder, and state securities laws).