Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: 50,000,000 shares of Company Common Stock, of which 14,846,090 shares have been issued and are outstanding as of June 6, 2000. The Company has not repurchased any shares of its capital stock and does not hold any shares of its capital stock in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Company. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of first offer or any similar right created by the Company or imposed under applicable law with respect to capital stock of the Company; (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) there is no Acquired Corporation 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 . None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: 50,000,000 twenty-six million shares of Company Common Stock, of which 14,846,090 16,861,385 shares have been issued and are outstanding as of June 6, 2000. The Company has not repurchased any shares the date of its capital stock and does not hold any shares of its capital stock in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Companythis Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(i2.3(a) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of first offer participation, right of maintenance or any similar right created by the Company or imposed under applicable law with respect to capital stock of the Companyright; (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) there is no Acquired Corporation 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 Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: 50,000,000 30,000,000 shares of Company Common Stock and 5,000,000 shares of Company Preferred Stock. As of March 16, 2001, 12,353,818 shares of which 14,846,090 shares Company Common Stock have been issued and are outstanding as of June 6, 2000. The Company has not repurchased any and no shares of its the Company Preferred Stock have been issued and are outstanding. No shares of capital stock and does not hold any shares of its capital stock the Company are held in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Company's treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are no shares of Company Common Stock held by any of the other Acquired CorporationsCompany's Subsidiaries. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule: (i) none None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of first offer participation, right of maintenance or any similar right created by the Company or imposed under applicable law with respect to capital stock of the Company; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; Company and (iii) there is no Acquired Corporation 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 Stock. None of the Acquired Constituent Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: 50,000,000 (i) 40,000,000 shares of Company Common Stock, of which 14,846,090 9,899,671 shares have been issued and are outstanding as of June 6, 2000. The Company has not repurchased any the date of this Agreement; and (ii) 2,500,000 shares of its capital stock and Company Preferred Stock, of which no shares have been issued or are outstanding. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Company. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(i2.3(a)(ii) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of first offer participation, right of maintenance or any similar right created by the Company or imposed under applicable law with respect to capital stock of the Companyright; (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) there is no Acquired Corporation 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 Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of: 50,000,000 shares of is NIS 2,000,000 divided into 200,000,000 Company Common StockShares, of which 14,846,090 shares 21,312,857 Company Shares have been issued and are outstanding as of June 6, 2000. The Company has not repurchased any shares the date of its capital stock and does not hold any shares of its capital stock in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Companythis Agreement. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are no shares of Company Common Stock Shares held by any of the other Acquired CorporationsCompanies. Except as set forth in Part 2.3(a)(i) No holder of the any Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock Shares, is entitled or subject to any preemptive right, right of first offer participation, right of maintenance or any similar right created by the to purchase Company or imposed under applicable law with respect to capital stock of Shares from the Company; (ii) none of the outstanding shares Company Shares, and no holder of Company Common Stock Shares, is subject to any right of first refusal in favor of any of the CompanyAcquired Companies; and (iii) there is no Acquired Corporation Company Contract to which the Company is a party, or, to the Knowledge of the Company, any other Acquired Company 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 Shares. None of the Acquired Corporations Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockShares.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: 50,000,000 (i) 20,000,000 shares of Company Common Stock, of which 14,846,090 7,908,022 shares have been issued and are outstanding as of June 6, 2000. The Company has not repurchased any the date of this Agreement; and (ii) 1,000,000 shares of its capital stock and Preferred Stock, $.10 par value per share, of which no shares have been issued or are outstanding. Except as set forth in Part 3.3(a)(i) of the Company Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Company. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(i3.3(a)(ii) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of first offer participation, right of maintenance or any similar right created by the Company or imposed under applicable law with respect to capital stock of the Companyright; (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) there is no Acquired Corporation 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 Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: 50,000,000 4,350,000 shares of Company Common Stock, of which 14,846,090 4,002,855 shares have been issued and are outstanding as of June 6, 2000the date of this Agreement. The Company has not repurchased any shares of its capital stock and does not hold any shares of its capital stock Company Common Stock in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Company. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(iSection 3.3(a)(i) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of first offer participation, right of maintenance or any similar right created by the Company or imposed under applicable law with respect to capital stock of the Companyright; (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) there is no Acquired Corporation Company 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 Stock. None of the Acquired Corporations The Company is not under any obligation, or 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 Stockits capital stock or other securities and has never repurchased, redeemed or otherwise reacquired any shares of its capital stock or other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: 50,000,000 (i) 5,000,000 shares of Company Preferred Stock, 2,500,000 of which have been designated "Series A Preferred Stock" and none of which is issued or outstanding as of the date of this Agreement; and (ii) 30,000,000 shares of Company Common Stock, of which 14,846,090 shares have been 5,126,190 are issued and are outstanding as of June 6, 2000. The Company has not repurchased any shares the date of its capital stock and does not hold any shares of its capital stock in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Companythis Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(i2.3(a) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of first offer participation, right of maintenance or any similar right created by the Company or imposed under applicable law with respect to capital stock of the Company; (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) there is no Acquired Corporation Company Contract relating to the voting or registration of, or 16 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 Stock. None of the Acquired Corporations The Company is not under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: 50,000,000 (i) 95,000,000 shares of Company Common Stock, of which 14,846,090 35,532,571 shares have been issued and are outstanding as of June 6the close of business on May 3, 20002019 (the “Specified Equity Date”); and (ii) 5,000,000 shares of preferred stock, $0.00001 par value per share, of which no shares have been issued or are outstanding. From the close of business on the Specified Equity Date until the date of this Agreement, no shares of Company Common Stock have been issued, except for shares of Company Common Stock issued pursuant to the exercise of Company Options or the vesting of Company RSUs, in each case, outstanding on the Specified Equity Date and in accordance with their terms. The Company has not repurchased any shares of its capital stock and does not hold any shares of its capital stock in its treasury, except for the repurchase . There are no shares of Company Common Stock from employees or consultants upon termination beneficially owned by any Subsidiary of their employment or consulting relationship with the Company. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are no shares of Company Common Stock held by any of the other Acquired CorporationsCompanies. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of first offer or any similar right created by the Company or imposed under applicable law with respect to capital stock of the Company; (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) there There is no Acquired Corporation Company Contract relating to the Table of Contents voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock Stock. None of the Acquired Corporations Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockStock or other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: 50,000,000 of 20,000,000 shares of Company Common Stock, of which 14,846,090 9,734,999 shares have been issued and are outstanding as of June 6the date of this Agreement, 2000and 2,000,000 shares of Company preferred stock of which no shares have been issued as of the date of this Agreement. The Company has not repurchased any shares of its capital stock and does not hold any shares of its capital stock in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Company. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule: (i) none None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of first offer participation, right of maintenance or any similar right created by the Company or imposed under applicable law with respect to capital stock of the Companyright; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal or similar right in favor of the CompanyCompany or any other Person; and (iii) there is no Acquired Corporation Contract Company 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 Stock. None of the Acquired Corporations Company is under any obligation, or is bound by any Contract contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockStock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: 50,000,000 shares of Company (i) an unlimited number of Common StockShares, of which 14,846,090 shares 21,293,300 Common Shares have been issued and are outstanding as of June 6the date of the Agreement, 2000. The Company has not repurchased any and (ii) an unlimited number of preferred shares, of which no preferred shares are issued or outstanding as of its capital stock and does not hold any shares the date of its capital stock in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the CompanyAgreement. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As of the date of this Agreement, there There are no shares of Company Common Stock Shares held by any of the other Acquired Corporations. Except Other than as set forth in Part 2.3(a)(i2.3(a) of the Company Disclosure Schedule: (i) , none of the outstanding shares of Company Common Stock Shares is entitled or subject to any preemptive right, right of first offer participation or any similar right created by the Company right; or imposed under applicable law with respect to capital stock of the Company; (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) there is no Acquired Corporation 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 Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockShares.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: 50,000,000 (i) 30,000,000 shares of Company Common Stock, of which 14,846,090 16,874,486 shares have been issued and are outstanding as of June 6, 2000. The Company has not repurchased any the date of this Agreement and (ii) 4,700,000 shares of its capital stock Company Preferred Stock, none of which is issued and outstanding as of the date of this Agreement. Except as set forth in Part 2.3(a) (i) of the Company Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Company. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired CorporationsCompany Entities. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of first offer participation, right of maintenance or any similar right created by the Company or imposed under applicable law with respect to capital stock of the Companyright; (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) there is no Acquired Corporation Company Entity 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 Stock. None of the Acquired Corporations Company Entities is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: 50,000,000 fifty million shares of Company Common Stock, of which 14,846,090 47,514,658 shares have been issued and are outstanding as of June 6May 31, 2000. The Company has not repurchased any shares of its capital stock and does not hold any shares of its capital stock in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Company2008. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired CorporationsCompany's. Except as set forth in Part 2.3(a)(i) As to the capital stock of the Company Disclosure ScheduleCompany: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of first offer participation, right of maintenance or any similar right created by the Company or imposed under applicable law with respect to capital stock of the Companyright; (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) there is no Acquired Corporation Company 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 Stock. None of the Acquired Corporations The Company's is not under any obligation, or 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.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 shares of Company Common Stock, of which 14,846,090 19,217,880 shares have been issued and are outstanding and of which no shares are held by the Company in its treasury as of June 6October 15, 2000. The Company has not repurchased any 1997; and (ii) 5,000,000 shares of its capital stock and does not hold any Preferred Stock, $.001 par value per share, of which no shares of its capital stock are outstanding or are held by the Company in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Company. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule: Schedule and except in respect of the Company Options (as defined below): (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of first offer participation, right of maintenance or any similar right created by the Company or imposed under applicable law with respect to capital stock of the Companyright; (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) there is no Acquired Corporation 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 Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of: is NIS 1,000,000 divided into 50,000,000 shares of Company Common StockOrdinary Shares, nominal value NIS 0.02 per share, of which 14,846,090 762,500 shares are treasury shares held by the Company and 29,959,487 shares have been issued and are outstanding as of June 6, 2000. The Company has not repurchased any shares the date of its capital stock and does not hold any shares of its capital stock in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Companythis Agreement. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. As of Except for the date of this Agreement762,500 Company Shares held by the Company, there are no shares of Company Common Stock Shares held by any of the other Acquired CorporationsCompanies. Except as set forth in Part 2.3(a)(i‎3.3‎(a) of the Company Disclosure Schedule: (i) none of the outstanding shares Company Shares, and no holder of any Company Common Stock Shares, is entitled or subject to any purchase option, call option, subscription rights, preemptive right, right of first offer participation, right of maintenance or any similar right created by the Company or imposed under applicable law with respect to capital stock of the from any Acquired Company; (ii) none of the outstanding shares Company Shares, and no holder of Company Common Stock Shares, is subject to any right of first refusal in favor of any of the CompanyAcquired Companies; and (iii) there is no Acquired Corporation Company Contract to which the Company is a party 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 Shares. None of the Acquired Corporations Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockShares.

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of: is NIS 1,000,000 divided into 50,000,000 shares of Company Common StockOrdinary Shares, nominal value NIS 0.02 per share, of which 14,846,090 762,500 shares are treasury shares held by the Company and 29,959,487 shares have been issued and are outstanding as of June 6, 2000. The Company has not repurchased any shares the date of its capital stock and does not hold any shares of its capital stock in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Companythis Agreement. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. As of Except for the date of this Agreement762,500 Company Shares held by the Company, there are no shares of Company Common Stock Shares held by any of the other Acquired CorporationsCompanies. Except as set forth in Part 2.3(a)(i3.3(a) of the Company Disclosure Schedule: (i) none of the outstanding shares Company Shares, and no holder of any Company Common Stock Shares, is entitled or subject to any purchase option, call option, subscription rights, preemptive right, right of first offer participation, right of maintenance or any similar right created by the Company or imposed under applicable law with respect to capital stock of the from any Acquired Company; (ii) none of the outstanding shares Company Shares, and no holder of Company Common Stock Shares, is subject to any right of first refusal in favor of any of the CompanyAcquired Companies; and (iii) there is no Acquired Corporation Company Contract to which the Company is a party 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 Shares. None of the Acquired Corporations Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockShares.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: 50,000,000 of 20,000,000 shares of Company Common Stock, of which 14,846,090 9,792,999 shares have been issued and are outstanding as of June 6the date of this Agreement, 2000and 2,000,000 shares of Company preferred stock of which no shares have been issued as of the date of this Agreement. The Company has not repurchased any shares of its capital stock and does not hold any shares of its capital stock in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Company. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule: (i) none None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of first offer participation, right of maintenance or any similar right created by the Company or imposed under applicable law with respect to capital stock of the Companyright; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal or similar right in favor of the CompanyCompany or any other Person; and (iii) there is no Acquired Corporation Contract Company 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 Stock. None of the Acquired Corporations Company is under any obligation, or is bound by any Contract contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockStock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: 50,000,000 (i) 100,000,000 shares of Company Common Stock, of which 14,846,090 37,159,569 shares have been issued and are were outstanding as of June 6October 23, 2000. The Company has not repurchased any ; and (ii) 5,000,000 shares of its capital stock Preferred Stock, $.001 par value per share, of which no shares are issued and outstanding. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Company. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are no shares of Company Common Stock held by any of the other Acquired CorporationsCorporation. Except as set forth in Part 2.3(a)(i2.3(a)(ii) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of first offer participation, right of maintenance or any similar right created by the Company or imposed under applicable law with respect to capital stock of the Companyright; (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) there is no Acquired Corporation 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 Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.to