Common use of Capital Structure of Company Clause in Contracts

Capital Structure of Company. Except as set forth herein, no shares of Company common stock or Company preferred stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise (except as described below). All outstanding shares of capital stock of Company and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except as set forth herein, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote). Except as set forth herein, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries is bound obligating Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Company or any of its Subsidiaries or obligating Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Company or any of its Subsidiaries. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company common stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Capital Structure of Company. Except as set forth hereinin the Company’s public SEC filings, no shares of Company common stock the Company’s Common Stock or Company preferred stock Preferred Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise (except as described below). All outstanding shares of capital stock of the Company and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except as set forth herein, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote). Except as set forth herein, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Company or any of its Subsidiaries or obligating Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Company or any of its Subsidiariesthe Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company common stock the Company’s Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Capital Structure of Company. Except as set forth hereinAs of the date of this Agreement, the authorized capital stock of Company consists of 40,000,000 shares of Company Common Stock, par value $.001 per share, and 25,000,000 shares of preferred stock, par value $.001 per share. At the close of business on June 30, 1998, 24,999,979 shares of Company Common Stock were issued and outstanding, no shares of Company common stock or Company Company's preferred stock will be issuable were issued and outstanding and 4,112,820 shares of Company's Common Stock were reserved for issuance under Company's stock plans. The Warrant Shares are duly authorized and have been reserved for issuance upon the exercise of outstanding warrants, convertible notes, options or otherwise (except as described below)the Warrant. All of the outstanding shares of capital stock of Company Common Stock are, and all shares which may be the Warrant Shares, when issued pursuant to against payment therefor and otherwise in accordance with this Agreement and the Warrant, will be, when issued, duly authorized, validly issued, fully paid and nonassessable. The Warrant, not subject when issued pursuant to preemptive rightsthe terms of this Agreement, and the Warrant Shares, when issued against payment therefor and otherwise in compliance accordance with all applicable this Agreement and the Warrant, will be free of any liens or encumbrances created by or as a result of action or inaction by Company, other than restrictions on transfer under federal and state and federal Laws concerning the issuance of securities. Except securities laws as set forth herein, there and as may be required by future changes in such laws. None of the Warrant Shares, when issued against payment therefor in accordance with this Agreement and the Warrant, will be subject to preemptive rights created by statute, Company's certificate of incorporation or bylaws or any agreement to which Company is a party or bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Company having the right to vote general voting rights (or convertible into, or exchangeable for, into securities having the right to vote)such general voting rights( ("Voting Debt") issued and outstanding. Except as set forth above, in ----------- the SEC Documents, or in Schedule 3.5 to the Stock Purchase Agreement, which ------------ schedule is incorporated herein by this reference as if fully set forth herein, as of the date hereof, and except for shares of Company Common Stock issued or issuable in an aggregate amount not to exceed 250,000 shares, (i), there are no outstanding securitiesshares of capital stock or other voting securities of Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, commitmentssubscriptions, or other rights, agreements, arrangements arrangements, or undertakings commitments of any kind character, (A) relating to which Company the issued or any unissued capital stock of its Subsidiaries is a party or by which Company or any of its Subsidiaries is bound Company, (B) obligating Company or any of its Subsidiaries to issue, deliver transfer or sell, or cause to be issued, delivered transferred or sold, additional any shares of capital stock or Voting Debt of, or other equity securities of Company in, or any of its Subsidiaries securities convertible into or exchangeable for such shares or equity securities, in Company, or (C) obligating Company or any of its Subsidiaries to issue, grant, extend extend, or enter into any such securityoption, option, warrant, call, subscription or other right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Company or any of its Subsidiaries. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company common stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreementcommitment.

Capital Structure of Company. Except as set forth herein, no shares of Company the Company’s common stock or Company preferred stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise (except as described below). All outstanding shares of capital stock of the Company and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except as set forth herein, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote). Except as set forth herein, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Company or any of its Subsidiaries or obligating Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Company or any of its Subsidiariesthe Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company the Company’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Capital Structure of Company. Except as set forth herein, and in the Debt Exchange Agreement being executed simultaneously with this Agreement, there are no shares Shares of Company common stock Common Stock or Company preferred stock Preferred Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise (except as described below). All outstanding shares of capital stock of Company and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except as set forth herein, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote). Except as set forth herein, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries is bound obligating Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Company or any of its Subsidiaries or obligating Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Company or any of its Subsidiaries. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company common stock Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.