Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 shares of Company Common Stock, $.001 par value, of which, as of October 30, 1997, 10,258,091 shares were issued and outstanding; and (ii) 5,000,000 shares of preferred stock, $.001 par value, none of which are outstanding. 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 the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financings, right to maintain a percentage ownership position, 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) 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 or any other securities of any Acquired Corporation.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 30,000,000 shares of Company Common Stock, $.001 par valuevalue per share, of which, which 5,788,642 shares have been issued and are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe date of this Agreement; and (ii) 5,000,000 shares of preferred stockPreferred Stock, $.001 par valuevalue per share, none of which 1,428,572 shares have been issued and are outstanding. All of the outstanding shares of Company Common Stock and Company Preferred 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 Schedule 2.3(a) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock or Company Preferred 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 or Company Preferred Stock. None of the Acquired Corporations The Company is not under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or any Company Preferred Stock. The Company is the sole owner of each outstanding share of capital stock and/or other securities equity interests in each Company Subsidiary. The exercise prices of any Acquired Corporationall of the Company Warrants exceed the Signing Date Closing Price.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 shares of Company Common Stock, $.001 par value20,000,000 Shares, of which, which 6,531,774 Shares had been issued and were outstanding as of October 30September 7, 19972001, 10,258,091 shares were issued and outstandingnone of which are held by the Company in its treasury as of the date of this Agreement; and (ii) 5,000,000 500,000 shares of preferred stockPreferred Stock, $.001 0.10 par valuevalue per share, none of which no shares are outstandingoutstanding or are held by the Company in its treasury as of the date of this Agreement. The Company is not in violation of its certificate of incorporation or bylaws. 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 are no shares of Company Common Stock Shares held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: (i) none None of the outstanding shares of Company Common Stock Shares is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; (ii) none . None of the outstanding shares of Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and (iii) there . 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 StockShares. 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 or any other securities of any Acquired Corporation.Shares,

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 shares of Company Common Stock, $.001 par value, of which, which 14,846,090 shares have been issued and are outstanding as of October 30June 6, 1997, 10,258,091 shares were issued and outstanding; and (ii) 5,000,000 2000. The Company has not repurchased any shares of preferred stockits capital stock and does not hold any shares of its capital stock in its treasury, $.001 par value, none except for the repurchase of which are outstandingCommon 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 participation in future financings, right to maintain a percentage ownership position, first offer or any similar rightright 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 StockStock . 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 or any other securities of any Acquired CorporationStock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 fifty million (50,000,000) shares of Company Common Stock, par value $.001 par value, of which, as of October 30, 1997, 10,258,091 shares were issued and outstanding0.01 per share; and (ii) 5,000,000 five million (5,000,000) shares of preferred stockPreferred Stock, $.001 no par valuevalue per share. As of the date hereof, none 9,573,254 shares of which Company Common Stock have been issued and 9,509,028 shares of Company Common Stock are outstanding and no shares of the Company's Preferred Stock have been issued or are outstanding. Such shares of Company Common Stock constitute all of the issued and outstanding shares of capital stock of the Company as of the date hereof. 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 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 participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; 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. 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 Stock or any other securities of any Acquired CorporationStock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 fifty million shares of Company Common Stock, $.001 par value, of which, which 47,514,658 shares have been issued and are outstanding as of October 30May 31, 1997, 10,258,091 shares were issued and outstanding; and (ii) 5,000,000 shares of preferred stock, $.001 par value, none of which are outstanding2008. 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 As to the Company Disclosure Schedulecapital stock of the Company: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance 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) 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. 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 or any other securities of any Acquired CorporationStock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 of 100,000,000 shares of Company Common Stock, $.001 par value, of which, as of October 30, 1997, 10,258,091 shares were issued Stock and outstanding; and (ii) 5,000,000 shares of preferred stockCompany Preferred Stock. The Company has not authorized any other class of capital stock other than the Company Common Stock and the Company Preferred Stock. As of May 11, $.001 par value2004, none 44,264,101 shares of which Company Common Stock have been issued or are outstanding and no shares of the Company Preferred Stock have been issued or are outstanding. No shares of Company Common Stock are held in the Company’s treasury or held by any of the Company’s Subsidiaries. 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 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 participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (iii. Except as set forth in Schedule 2.3(a) of the Company Disclosure Letter, there is no Acquired Corporation Contract to which the Company is a party and, to the Company’s knowledge, there is no Contract between other Persons, 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)of, any shares of Company Common StockStock other than the Company Voting Agreements and the Lock-Up Agreements. 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 or any other securities of any Acquired CorporationStock.

Capitalization, Etc. (aA) The authorized capital stock of the Company consists of: (i) 50,000,000 of 800,000,000 shares of Company Common Stock, $.001 par value, of which, which 482,298,242 shares have been issued and are outstanding as of October 30March 18, 1997, 10,258,091 shares were issued and outstanding; and (ii) 5,000,000 2004. The Company does not hold any shares of preferred stockits capital stock in its treasury, $.001 par value, none except for the repurchase of which are outstandingCommon 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)(i) of the Company Disclosure ScheduleLetter: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financings, right to maintain a percentage ownership position, first offer or any similar rightright 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 8. 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 or any other securities of any Acquired CorporationStock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 of 100,000,000 shares of Company Common Stock, $.001 par value, of which, as of October 30, 1997, 10,258,091 shares were issued Stock and outstanding; and (ii) 5,000,000 shares of preferred stockCompany Preferred Stock. The Company has not authorized any other class of capital stock other than the Company Common Stock and the Company Preferred Stock. As of May 11, $.001 par value2004, none 44,264,101 shares of which Company Common Stock have been issued or are outstanding and no shares of the Company Preferred Stock have been issued or are outstanding. No shares of Company Common Stock are held in the Company's treasury or held by any of the Company's Subsidiaries. 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 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 participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (iii. Except as set forth in Schedule 2.3(a) of the Company Disclosure Letter, there is no Acquired Corporation Contract to which the Company is a party and, to the Company's knowledge, there is no Contract between other Persons, 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)of, any shares of Company Common StockStock other than the Company Voting Agreements and the Lock-Up Agreements. 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 or any other securities of any Acquired CorporationStock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 fifty million (50,000,000) shares of Company Common Stock, par value $.001 par value, of which, as of October 30, 1997, 10,258,091 shares were issued and outstanding0.01 per share; and (ii) 5,000,000 five million (5,000,000) shares of preferred stockPreferred Stock, $.001 no par valuevalue per share. As of the date hereof, none 9,573,254 shares of which Company Common Stock have been issued and 9,509,028 shares of Company Common Stock are outstanding and no shares of the Company’s Preferred Stock have been issued or are outstanding. Such shares of Company Common Stock constitute all of the issued and outstanding shares of capital stock of the Company as of the date hereof. 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 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 participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; 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. 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 Stock or any other securities of any Acquired CorporationStock.

Capitalization, Etc. (a) The authorized capital stock of the Company Cortech consists of: (i) 50,000,000 shares of Company Cortech Common Stock, par value $.001 par value0.002, of which, as of October November 30, 1997, 10,258,091 1997 18,523,918 shares were issued and outstanding; outstanding and no shares were held in its treasury, and (ii) 5,000,000 2,000,000 shares of preferred stockCortech Preferred Stock, par value $.001 par value0.002, none of which are outstandingwere issued and outstanding or held in its treasury as of November 30, 1997. All of the outstanding shares of Company Cortech 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 the Company Cortech Disclosure Schedule: (i) none of the outstanding shares of Company Cortech Common Stock is entitled or subject to any preemptive right, right of participation in future financings, right to maintain a percentage ownership position, or any similar right; (ii) none of the outstanding shares of Company Cortech Common Stock is subject to any right of first refusal in favor of the CompanyCortech; and (iii) there is no Acquired Corporation Cortech 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 Cortech Common Stock. None of the Acquired Cortech 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 Cortech Common Stock or any other securities of any Acquired Cortech Corporation, other than the stockholder rights plan disclosed pursuant to Section 3.3(c) hereof. The authorized capital of Merger Sub consists of 100 shares of Common Stock, par value $.001 per share, 10 shares of which are issued and outstanding and are held beneficially, and of record, by Cortech.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 one hundred million (100,000,000) shares of Company Common Stock, $.001 par value, of which, as of October 30, 1997, 10,258,091 shares were issued and outstanding; and (ii) 5,000,000 five million (5,000,000) shares of preferred stock, par value $.001 par valueper share. As of August 25, none 2003, 27,096,401 shares of which Company Common Stock were issued and outstanding and no shares of the Company’s preferred stock were issued or outstanding. No shares of capital stock of the Company are outstandingheld in 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 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 participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; right (ii) none whether pursuant to the certificate of incorporation or bylaws of the outstanding shares of Company Common Stock is subject or any Acquired Corporation Contract or any statute to which any right of first refusal in favor of the Company; Acquired Corporations is subject) and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging pledging, transfering 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 or any other securities of any Acquired CorporationStock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 30,000,000 shares of Company Common Stock, $.001 par valuevalue per share, of which, which 5,788,642 shares have been issued and are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe date of this Agreement; and (ii) 5,000,000 shares of preferred stockPreferred Stock, $.001 par valuevalue per share, none of which 1,428,572 shares have been issued and are outstanding. All of the outstanding shares of Company Common Stock and Company Preferred 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 Schedule 2.3(a) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock or Company Preferred 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 or Company Preferred Stock. None of the Acquired Corporations The Company is not under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or any Company Preferred Stock. The Company is the sole owner of each outstanding share of capital stock and/or other securities equity interests in each Company Subsidiary. The exercise prices of any Acquired Corporation.all of the Company Warrants exceed the Signing Date Closing Price. 17

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of: (i) 50,000,000 15,000,000 shares of Company Common Stock, $.001 par value, of which, as of October 30, 1997, 10,258,091 which 29,000 shares were have been issued and are outstanding; and (ii) 5,000,000 10,000,000 shares of preferred stockstock (par value $0.001 per share), $.001 par value, none all of which have been designated "Series A Preferred Stock," of which 10,000,000 shares have been issued and are outstandingoutstanding as of the date of this Agreement. Each outstanding share of preferred stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock and Company Series A Preferred 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 Capital Stock held by any of the other Acquired Corporations. Part 2.3(a) of the Company Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. Except as set forth in Part 2.3(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 participation in future financings, right to maintain a percentage ownership position, 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) 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 Capital 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 or any other securities of any Acquired Corporation.any

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 one hundred million (100,000,000) shares of Company Common Stock, $.001 par value, of which, as of October 30, 1997, 10,258,091 shares were issued and outstanding; and (ii) 5,000,000 five million (5,000,000) shares of preferred stock, par value $.001 par valueper share. As of August 25, none 2003, 27,096,401 shares of which Company Common Stock were issued and outstanding and no shares of the Company’s preferred stock were issued or outstanding. No shares of capital stock of the Company are outstandingheld in 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 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 participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; right (ii) none whether pursuant to the certificate of incorporation or bylaws of the outstanding shares of Company Common Stock is subject or any Acquired Corporation Contract or any statute to which any right of first refusal in favor of the Company; Acquired Corporations is subject) and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging pledging, transferring 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 or any other securities of any Acquired CorporationStock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 5,000,000 shares of Company Common Stock, $.001 0.01 par valuevalue per share, of which, which 598,734 shares have been issued and are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe date of this Agreement; and (ii) 5,000,000 shares of preferred stockPreferred Stock, $.001 .01 par valuevalue per share, none of which no shares have been issued or are outstanding. 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) 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 participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance 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) 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 , and (iv) 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 or any other securities of any Acquired CorporationStock.