Common use of Capitalization and Related Matters Clause in Contracts

Capitalization and Related Matters. (a) As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. As of the close of business on August 3, 2007: (i) 7,099,229 shares of Company Common Stock are issued and outstanding, and there are no shares of Company Preferred Stock issued or outstanding; (ii) 1,300,000 shares of Company Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Company's 2006 Incentive Award Plan, the IsoTis, S.A. Stock Option Plan 2003/0, the IsoTis, S.A. Stock Option Plan 2003/1, the IsoTis, S.A. Stock Option Plan 2003/2 (collectively, the "Company Stock Plans") in connection with the exercise of outstanding Company Options. Section 3.6(a)(ii) of the Company Disclosure Letter sets forth, for each outstanding Company Option, whether or not vested, the (x) name of the holder of such Company Option, (y) the exercise price per share for such Company Option and (z) the expiration date of such Company Option; and (iii) 681,297 shares of Company Common Stock were reserved for issuance, and were issued, pursuant to the consummation of the Swiss Merger. A. has knowingly granted, and there is no and has been no policy or intentional practice by the Company or IsoTis, S.A. to grant, Company Stock Options or options to purchase equity interests of IsoTis, S.A., as applicable, prior to, or otherwise intentionally coordinate the grant of such options with, the release of material information regarding the Company or its Subsidiaries. Each Company Option was properly accounted for in all material respects in accordance with GAAP in the financial statements (including the related notes) of the Company and its Subsidiaries and disclosed in the filings of the Company and its Subsidiaries with the SEC in accordance with the Exchange Act and other applicable securities laws. Except as set forth above in Section 3.6(a), no shares of capital stock of the Company are outstanding and the Company does not have outstanding any securities convertible into or exchangeable for any shares of capital stock, including Company Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. (b) All of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is validly issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Company.

Capitalization and Related Matters. (a) As of the date hereof, the The authorized capital stock of the Company consists of 100,000,000 16,000,000 shares of Company Common Stock and 10,000,000 1,000,000 shares of preferred stock, par value $.10 per share, of the Company (the “Preferred Stock”). As of At the close of business on August 3October 26, 2007: (i) 7,099,229 10,976,549 shares of Company Common Stock are issued and outstanding, and there are including no restricted shares of Company Preferred Stock issued or outstanding;Common Stock, (ii) 1,300,000 no shares of Preferred Stock are issued and outstanding, (iii) 89,205 shares of Company Common Stock are held by the Company as treasury shares, (iv) an aggregate of 1,974,994 shares of Company Common Stock are reserved and available for issuance and issuable upon or otherwise deliverable under pursuant to the Company's 2006 ’s 2004 Stock and Incentive Award Plan, the IsoTis, S.A. 1983 Stock Option Plan 2003/0, the IsoTis, S.A. and 1984 Stock Option Plan 2003/1(the “Company Option Plans”), and of such shares, 1,278,819 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options and (v) an aggregate of 104,395 shares of Company Common Stock are reserved and available for issuance pursuant to the Company’s 1985 Employee Stock Purchase Plan (together with the Company Option Plans, the IsoTis, S.A. Stock Option Plan 2003/2 (collectively, “Company Plans”). Other than the "Company Stock Plans") Plans and as set forth in connection with the exercise of outstanding Company Options. Section 3.6(a)(ii3.06(a) of the Company Disclosure Letter Schedule, there is no plan or other Contract providing for the grant of options, securities or other rights exercisable or exchangeable for or into shares of Company Common Stock by the Company or any of its Subsidiaries. No shares of Company Common Stock are owned by any Subsidiary of the Company. Section 3.06(a) of the Company Disclosure Schedule sets forthforth a true and complete list as of the date hereof, for each of all outstanding Company OptionOptions, the number of shares of Company Common Stock (or other capital stock) subject thereto, the grant dates, expiration dates, exercise prices and vesting schedules thereof, the names of the holders thereof and whether or not vestedeach holder is a current employee of the Company or any of its Subsidiaries and whether or not such Company Option is intended to qualify as an “incentive stock option” under Section 422 of the Code. (b) On the date hereof, except for the Company Options and as set forth in Section 3.06(a) of the Company Disclosure Schedule, no shares of capital stock of, or other equity or voting interests in, the Company, or any securities convertible into, or exchangeable for, any such stock, interests or securities, or any options, warrants, shares of deferred stock, restricted stock awards, restricted stock units, stock appreciation or depreciation rights, performance stock awards and performance stock units, dividend equivalent rights, “phantom” stock awards or other agreements (xto which the Company or any of its Subsidiaries is a party) name or calls or rights to acquire or receive any such stock, interests or securities, or other rights that are linked in any way to the value of the holder Company Common Stock or the value of the Company or any part thereof, were issued, reserved for issuance or outstanding. (c) All outstanding shares of capital stock of the Company are, and all shares which are issuable pursuant to the Company Plans shall be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call or put option, right of first offer or refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Organizational Documents or any Contract to which the Company is a party or otherwise bound. Except as set forth in Section 3.06(a), there are no (i) bonds, debentures, notes or other evidences of indebtedness of the Company or any of its Subsidiaries and (ii) securities or other instruments or obligations of the Company or any of its Subsidiaries, in each case, the value of which is based upon or derived from any capital stock of, or other equity or voting interest in, the Company or which has or which by its terms may have at any time (whether actual or contingent) the right to vote (or which is convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote whether generally in the election of Company directors or in respect of any other matter for which holders of Company Common Stock are entitled to vote as a matter of Law or pursuant to the Company Organizational Documents. With respect to the Company Options, (A) each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (B) each grant of a Company Option was duly authorized no later than the date on which the grant of such Company OptionOption was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (yC) each such grant was made in accordance with the terms of the Company Plans, the Exchange Act and all other applicable Laws and regulatory rules or requirements, including the rules of NASDAQ, (D) the per share exercise price per of each Company Option was not less than the fair market value of a share for of Company Common Stock on the applicable date of grant of such Company Option and (zE) the expiration date of each such Company Option; and (iii) 681,297 shares of Company Common Stock were reserved for issuance, and were issued, pursuant to the consummation of the Swiss Merger. A. has knowingly granted, and there is no and has been no policy or intentional practice by the Company or IsoTis, S.A. to grant, Company Stock Options or options to purchase equity interests of IsoTis, S.A., as applicable, prior to, or otherwise intentionally coordinate the grant of such options with, the release of material information regarding the Company or its Subsidiaries. Each Company Option was properly accounted for in all material respects in accordance with U.S. GAAP in the financial statements (including the related notes) of the Company and its Subsidiaries and disclosed in the filings of the Company and its Subsidiaries with the SEC Reports in accordance with the Exchange Act and all other applicable securities lawsLaws. Except as set forth above in Section 3.6(a), no shares of capital stock The provisions of the Company are outstanding Option Plans and the Company does not have outstanding any securities convertible into or exchangeable for any shares of capital stock, including Company Options, any rights to subscribe for or to purchase or any options for the purchase of, or any grant agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; and governing the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), Options permit the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right Options to vote (or convertible into or exercisable for securities having the right to vote) be treated in accordance with the stockholders of the Company on any matterSection 1.09. (b) All of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is validly issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Company.

Capitalization and Related Matters. (a) As of the date hereof, the The authorized capital stock of the Company consists of 100,000,000 15,000,000 shares of Company Common Stock, of which 5,485,392 shares have been issued and are outstanding as of the date of this Agreement, and 1,000,000 shares of preferred stock, none of which have been issued and are outstanding as of the date of this Agreement. The Company holds 320,806 shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and 10,000,000 validly issued and are fully paid and nonassessable. Except as set forth in Section 2.1(a) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Preferred Common Stock is entitled or subject to any preemptive right, right of participation or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) the Company is not a party to any Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. The Company is not under any obligation, and is not bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. (b) As of the close date of business on August 3this Agreement, 2007: (i1) 7,099,229 327,387 shares of Company Common Stock are issued subject to issuance pursuant to Options granted and outstandingoutstanding under the Stock Option Plans, and there are no shares of Company Preferred Stock issued or outstanding; (ii2) 1,300,000 154,000 shares of Company Common Stock are reserved for subject to issuance and issuable upon or otherwise deliverable under pursuant to the Company's 2006 Incentive Award Plan, the IsoTis, S.A. Stock Option Plan 2003/0, the IsoTis, S.A. Stock Option Plan 2003/1, the IsoTis, S.A. Stock Option Plan 2003/2 (collectively, the "Company Stock Plans") in connection with the exercise of outstanding Company OptionsWarrants. Section 3.6(a)(ii2.1(b) of the Company Disclosure Letter Schedule sets forth, for forth the following information with respect to each Option that is outstanding Company Option, whether or not vested, as of the date of this Agreement: (xi) the name of the holder of such Company Option, (y) the exercise price per share for such Company Option and (z) the expiration date of such Company Optionoptionee; and (iii) 681,297 the number of shares of Company Common Stock were reserved for issuance, and were issued, pursuant subject to such Option; (iv) the consummation of the Swiss Merger. A. has knowingly granted, and there is no and has been no policy or intentional practice by the Company or IsoTis, S.A. to grant, Company Stock Options or options to purchase equity interests of IsoTis, S.A., as applicable, prior to, or otherwise intentionally coordinate the grant exercise price of such options with, Option; and (v) the release of material information regarding date on which the Company or its Subsidiaries. Each Company Option was properly accounted for in all material respects in accordance with GAAP in the financial statements (including the related notesgranted. In addition, Section 2.1(b) of the Company and its Subsidiaries and disclosed in the filings Disclosure Schedule shall identify any outstanding Option that was not granted pursuant to a Stock Option Plan of the Company. The Company has made available to Parent accurate and its Subsidiaries with complete copies of all plans and agreements pursuant to which the SEC in accordance with the Exchange Act and other applicable securities laws. Company has issued outstanding Options. (c) Except as set forth above for Options referred to in Section 3.6(a2.1(b), there is no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company are Company, (ii) outstanding and the Company does not have outstanding any securities security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock, including Company Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or other securities convertible into or exchangeable for any capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. (b) All of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, or (iii) stockholder rights plan (or similar plan commonly referred to as applicable, a "poison pill") or Contract under which the Company is validly issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title may become obligated to all of the sell or otherwise issue any shares of its capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Companysecurities.

Capitalization and Related Matters. (a) As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 110,000,000 Company Common Shares and 45,000,000 shares of Company Common Stock and 10,000,000 shares of Company Convertible Preferred Stock. As of the close of business on August 3April 7, 2007: 2011: (i) 7,099,229 61,064,896 Company Common Shares and 18,000,000 shares of Company Common Convertible Preferred Stock are issued and outstanding, and there are no shares of Company Preferred Stock issued or outstanding; (ii) 1,300,000 shares of 8,539,957 Company Common Stock Shares (the “Company Share Reserve”) are reserved for issuance and issuable upon or otherwise deliverable under the Company's 2006 2003 Global Crossing Limited Stock Incentive Award Plan, the IsoTis, S.A. Stock Option Plan 2003/0, the IsoTis, S.A. Stock Option Plan 2003/1, the IsoTis, S.A. Stock Option Plan 2003/2 (collectively, the ". The Global Crossing Share Reserve represents 870,096 Company Stock Plans") in connection with Common Shares issuable upon the exercise of outstanding Company Options, 7,045,853 Company Common Shares issuable upon the settlement of outstanding Company RSUs assuming maximum payout and 624,008 Company Common Shares remaining available for issuance or delivery under the 2003 Global Crossing Limited Stock Incentive Plan after the exercise of all such Company Options and settlement of all such Company RSUs assuming maximum payout. Section Schedule 3.6(a)(ii) of sets forth the exercise prices for the Company Disclosure Letter sets forth, Options and the vesting schedule for each outstanding Company Option, whether or not vested, the (x) name of the holder of such Company Option, (y) the exercise price per share for such Company Option and (z) the expiration date of such Company OptionRSU; and (iii) 681,297 18,000,000 Company Common Shares are reserved for issuance and issuable upon conversion of the Company’s 2% Cumulative Preferred Shares, par value $0.10 per share, (the “Convertible Preferred Stock”). (b) The issued and outstanding Company Common Shares and shares of Convertible Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable U.S. federal and state securities laws and any non-U.S. securities laws. With respect to the Company Options, (i) the per share exercise price of each Company Option was not less than the fair market value of a Company Common Stock were reserved for issuanceShare on the applicable date of grant, and were issuedas determined in accordance with the terms of the applicable Company Benefit Plan and, pursuant to the consummation extent applicable, sections 409A and 422 of the Swiss Merger. A. has knowingly grantedCode, and there is no and has been no policy or intentional practice by the Company or IsoTis, S.A. to grant, Company Stock Options or options to purchase equity interests of IsoTis, S.A., as applicable, prior to, or otherwise intentionally coordinate the (ii) each such grant of such options with, the release of material information regarding the Company or its Subsidiaries. Each Company Option was properly accounted for in all material respects in accordance with GAAP in the financial statements and no change is expected in respect of any prior financial statement relating to expenses for stock compensation and (including iii) to the related notes) Knowledge of the Company and its Subsidiaries and disclosed in the filings of Company, there is no pending audit, investigation or inquiry by any governmental agency or by the Company and its Subsidiaries with respect to the SEC in accordance with the Exchange Act and Company’s stock option granting practices or other applicable securities lawsequity compensation practices. Except as set forth above in Section 3.6(a), no shares of capital stock of the Company are issued and outstanding and the Company does not have outstanding any securities convertible into or exchangeable for any shares of capital stock, including Company Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; and and, except as set forth on Schedule 3.6(b), the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders shareholders of the Company on any matter. Except as set forth above in Section 3.6(a), there are no outstanding stock options, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, or other compensatory rights or awards (in each case, issued by the Company or any of its Subsidiaries), that are convertible into or exercisable for a Company Common Share on a deferred basis or otherwise or other rights that are linked to, or based upon, the value of Company Common Shares. All Company Options and Company RSUs are evidenced by award agreements in the forms previously made available to Parent. (bc) The Company has no rights plan, “poison-pill” or other similar agreement or arrangement or any anti-takeover provision in the Company Organizational Documents that is, or at the Effective Time shall be, applicable to the Company, the Company Common Shares, the Convertible Preferred Stock, the Amalgamation or the other transactions contemplated by this Agreement and the Amalgamation Agreement. (d) All of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is are validly issued, fully paid and nonassessable and is and, except as set forth on Schedule 3.6(d), are owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Company.

Capitalization and Related Matters. (a) As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 55,000,000 shares of Company Common Stock and 10,000,000 38,670,716 shares of Company Preferred Stock. As of the close of business on August 3, 2007: date hereof: (i) 7,099,229 3,890,973 shares of Company Common Stock are issued and outstanding, outstanding and there are no 38,443,420 shares of Company Preferred Stock are issued or and outstanding; (ii) 1,300,000 8,839,505 shares of Company Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Company's 2006 Incentive Award Plan, the IsoTis, S.A. ’s 1996 Stock Option Plan 2003/0, the IsoTis, S.A. and 2000 Stock Option Plan 2003/1, the IsoTis, S.A. Stock Option Plan 2003/2 (collectively, the "“Company Stock Plans"”) or otherwise in connection with the exercise of outstanding Company OptionsOptions and the vesting of outstanding Other Stock Awards. Section 3.6(a)(ii) of the Company Disclosure Letter Schedule sets forth, for each outstanding Company Option, whether or not vestedforth the names of all holders, the (x) name number of the holder of such Company Option, (y) the exercise price per share for such Company Option and (z) the expiration date of such Company Option; and (iii) 681,297 shares of Company Common Stock were covered thereby, the vesting schedule and the exercise prices for the Company Options and the outstanding Other Stock Awards; (iii) 2,173,843 shares of Company Common Stock are reserved for issuanceissuance and issuable upon exercise of the Company Warrants (other than the GE Preferred Warrant). As of the date hereof, 181,818 shares of Series B Preferred Stock are reserved for issuance and were issuedissuable upon exercise of the GE Preferred Warrant and, pursuant after the Conversion and immediately prior to the consummation Closing, 181,818 shares of Company Common Stock will be reserved for issuance and issuable upon exercise of the Swiss Merger. A. has knowingly granted, and there is no and has been no policy or intentional practice by the Company or IsoTis, S.A. to grant, Company Stock Options or options to purchase equity interests of IsoTis, S.A., as applicable, prior to, or otherwise intentionally coordinate the grant of such options with, the release of material information regarding the Company or its SubsidiariesGE Preferred Warrant. Each Company Option was properly accounted for in all material respects in accordance with GAAP in the financial statements (including the related notesSection 3.6(a)(ii) of the Company Disclosure Schedule sets forth the names of all holders of Company Warrants, the number of shares of Company Common Stock and its Subsidiaries Company Preferred Stock (including the class and disclosed in series thereof) issuable thereunder, the filings respective exercise prices for such Company Common Stock and Company Preferred Stock and the respective expiration dates of the Company Warrants; and (iv) the number of shares of Company Common Stock required to be issued in order to effect the Conversion, including, without limitation, the conversion of all Bridge Notes outstanding immediate prior to the Effective Time, will be reserved for issuance not less than one Business Day prior to the Closing Date. (b) The outstanding shares of Company Common Stock and its Subsidiaries Company Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Company Options and Other Stock Awards were validly issued and properly approved by the SEC Company’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the Exchange Act and other applicable securities lawseffective date of grant. Except as set forth above in Section 3.6(a), no shares of capital stock of the Company are outstanding and the Company does not have outstanding any options, warrants or other securities convertible into or exchangeable or exercisable for any shares of capital stock, including Company Options, stock or any rights to subscribe for or to purchase or any options for the purchase ofotherwise acquire, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stockstock of the Company, or any stock or securities convertible into or exchangeable or exercisable for any capital stockstock of the Company; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. (b) All of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is validly issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Company.

Capitalization and Related Matters. (a) As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 1,600,000,000 shares of Company Common Stock and 10,000,000 200,000,000 shares of Company Preferred Stock. As of the close of business on August 3, 2007date hereof: (i) 7,099,229 89,954,431 shares of Company Common Stock are issued and outstanding, and there are no shares of Company Preferred Stock issued or outstanding; (ii) 1,300,000 4,807,071 shares of Company Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Company's 2006 Incentive Award Second Amended 1997 Stock Option Plan, the IsoTis, S.A. 2000 Long Term Incentive Plan and Employee Stock Option Purchase Plan 2003/0, the IsoTis, S.A. Stock Option Plan 2003/1, the IsoTis, S.A. Stock Option Plan 2003/2 (collectively, the "Company Stock Plans") in connection with the exercise of outstanding Company OptionsOptions and the vesting of outstanding Other Stock Awards. Section Schedule 3.6(a)(ii) of sets forth the exercise prices for the Company Disclosure Letter sets forth, for each outstanding Company Option, whether or not vested, the (x) name of the holder of such Company Option, (y) the exercise price per share for such Company Option and (z) the expiration date of such Company Option; andOptions; (iii) 681,297 13,638,600 shares of Company Common Stock were are reserved for issuance, issuance and were issued, pursuant to the consummation issuable as of the Swiss Mergerdate hereof upon conversion of the Company's 3.125% Convertible Senior Debentures due 2006 (the "Convertible Debentures"); and (iv) 3,820,980 shares of Company Common Stock are reserved for issuance and 3,820,980 shares of Company Common Stock are issuable upon exercise of the Company Warrants. Schedule 3.6(a)(iv) sets forth the names of all holders of Company Warrants, the number of shares of Company Common Stock purchasable thereunder and the exercise price(s) therefor. A. has knowingly granted, (b) The outstanding shares of Company Common Stock (i) have been duly authorized and there is no validly issued and has been no policy or intentional practice are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Company Options and Other Stock Awards were validly issued and properly approved by the Company or IsoTis, S.A. to grant, Company Stock Options or options to purchase equity interests Company's Board of IsoTis, S.A., as applicable, prior to, or otherwise intentionally coordinate the grant of such options with, the release of material information regarding the Company or its Subsidiaries. Each Company Option was properly accounted for in all material respects Directors in accordance with GAAP in all applicable law and no such grants involved any "backdating" or similar practices with respect to the financial statements (including the related notes) effective date of the Company and its Subsidiaries and disclosed in the filings of the Company and its Subsidiaries with the SEC in accordance with the Exchange Act and other applicable securities lawsgrant. Except as set forth above in Section 3.6(a), as of the date hereof, no shares of capital stock of the Company are outstanding and outstanding. Except as set forth above in Section 3.6(a) or as required pursuant to Section 5.5 of this Agreement, the Company does not have outstanding any securities convertible into or exchangeable for any shares of capital stock, including Company Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. True and complete copies of the Company Warrants have been made available to Parent or its representatives. (bc) All Except as set forth on Schedule 3.6(c), all of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is validly issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and except as required pursuant to Section 5.5 of this Agreement, neither the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Company. The Company has made available to Parent or its representatives true and correct copies of the organizational documents of C III Communications, LLC ("CIII") and all other agreements between the Company or its Subsidiaries on the one hand and BCSI Inc. ("BCSI") or its Subsidiaries on the other hand, with respect to CIII or BCSI's interest therein. BCSI and its Affiliates hold in the aggregate the interest in CIII set forth on Schedule 3.6(c) and no other Person (other than the Company and its Subsidiaries) owns any equity interest in CIII.