Common use of Capitalization and Stockholders Clause in Contracts

Capitalization and Stockholders. As of November 30, 1996, the authorized capital stock of the Company consisted of: (i) 100,000,000 shares of Common Stock, of which (A) 44,764,853 shares are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) no shares are held in the treasury of the Company, (C) 13,966,551 shares are reserved for future issuance for the exercise of outstanding stock options and (D) 1,670,773 shares are reserved for future issuance for the exercise of warrants, and (ii) 10,000,000 shares of preferred stock, of which 422,500 shares of Series A Convertible Preferred Stock (initially convertible into 5,827,586 shares of Common Stock) are issued and outstanding. Except for the Contingent Stock and as described in Schedule 2.11, no shares of the capital stock or other equity securities of the Company are authorized, issued or outstanding, or reserved for any other purpose, and there are no options, warrants or other rights (including registration rights), agreements, arrangements or commitments of any character (including, without limitation, obligations to issue shares as the deferred purchase price for acquisitions of stock or assets of third parties) to which the Company or any of its Subsidiaries is a party relating to the issued or unissued capital stock or other equity securities or ownership interests of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, issue or sell any shares of capital stock or other equity securities or ownership interests of the Company or any of its Subsidiaries, by sale, lease, license or otherwise. The Company has no outstanding 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. 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 or other equity securities or ownership interests of the Company or any of its Subsidiaries. There are no preemptive or similar rights to purchase or otherwise acquire shares of capital stock of the Company. Immediately after the Series B and Convertible Notes Closing and the Series C Closing, all outstanding shares will be duly and validly issued and outstanding and fully paid and nonassessable.

Capitalization and Stockholders. As of November 30, 1996, the ------------------------------- authorized capital stock of the Company consisted of: (i) 100,000,000 shares of Common Stock, of which (A) 44,764,853 shares are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) no shares are held in the treasury of the Company, (C) 13,966,551 shares are reserved for future issuance for the exercise of outstanding stock options and (D) 1,670,773 shares are reserved for future issuance for the exercise of warrants, and (ii) 10,000,000 shares of preferred stock, of which 422,500 shares of Series A Convertible Preferred Stock (initially convertible into 5,827,586 shares of Common Stock) are issued and outstanding. Except for the Contingent Stock and as described in Schedule 2.11, no shares of the capital stock or other equity securities of the Company are authorized, issued or outstanding, or reserved for any other purpose, and there are no options, warrants or other rights (including registration rights), agreements, arrangements or commitments of any character (including, without limitation, obligations to issue shares as the deferred purchase price for acquisitions of stock or assets of third parties) to which the Company or any of its Subsidiaries is a party relating to the issued or unissued capital stock or other equity securities or ownership interests of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, issue or sell any shares of capital stock or other equity securities or ownership interests of the Company or any of its Subsidiaries, by sale, lease, license or otherwise. The Company has no outstanding 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. 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 or other equity securities or ownership interests of the Company or any of its Subsidiaries. There are no preemptive or similar rights to purchase or otherwise acquire shares of capital stock of the Company. Immediately after the Series B and Convertible Notes Closing and the Series C Closing, all outstanding shares will be duly and validly issued and outstanding and fully paid and nonassessable.