Common use of Capitalization; Indebtedness Clause in Contracts

Capitalization; Indebtedness. (a) The authorized capital stock of the Company consists of (i) 240,000,000 shares of Company Common Stock and (ii) 1,000,000 shares of preferred stock, par value $1.00 per share ("Company Preferred Stock"), of which 240,000 shares have been designated as the Company's Series A Junior Participating Preferred Stock and reserved for issuance upon the exercise of Rights. As of the close of business on August 31, 2009: (A) 110,992,118 shares of Company Common Stock were issued and outstanding (including 2,178,059 shares of Restricted Stock and including in each case the associated Rights issued pursuant to the Rights Agreement dated as of June 3, 2002 (the "Rights Agreement") between the Company and EquiServe Trust Company, as rights agent (the "Rights Agent")); (B) no shares of Company Preferred Stock were issued or outstanding; (C) 4,260,822 shares of Company Common Stock were held by the Company as treasury shares; (D) there were outstanding Options to purchase 9,644,018 shares of Company Common Stock and 14,578,152 shares of Company Common Stock were reserved for issuance under the Stock Plans (including upon exercise of the Options); (E) there were 58,711 shares of Company Common Stock subject to outstanding Restricted Stock Units; (F) there were 1,134,661 shares of Company Common Stock available for issuance under the ESPP; and (G) there was outstanding (x) $99,844,000 in aggregate principal amount of the Convertible Notes due 2010 convertible as of such date into 3,346,517 shares of Company Common Stock, and (y) $188,255,000 in aggregate principal amount of Convertible Notes due 2024 convertible as of such date into zero (0) shares of Company Common Stock, and not less than the aggregate number of shares of Company Common Stock specified in the preceding clause (x) were reserved for issuance upon conversion of such Convertible Notes. Such issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive or similar rights under any provision of the DGCL and the Company Charter Documents or any agreement to which the Company is a party or by which the Company is otherwise bound.

Capitalization; Indebtedness. (a) The authorized capital stock of the Company consists of fifty million (i50,000,000) 240,000,000 shares of Company Common Stock and two million (ii2,000,000) 1,000,000 shares of preferred stock, $.01 par value $1.00 per share (the "Company Preferred Stock"). As of June 24, 2002: (i) twenty-four million six hundred sixty thousand nine hundred fifty-seven (24,660,957) shares of which 240,000 Common Stock were issued and outstanding; (ii) four million three hundred twenty-one thousand nine hundred sixteen (4,321,916) shares have been designated as the Company's Series A Junior Participating Preferred of Common Stock and were reserved for issuance upon the exercise of Rights. As outstanding stock options or other rights to purchase or receive the Common Stock granted under the Company's 1995 Stock Option Plan, as amended (the "1995 Plan"); (iii) two hundred sixty thousand (260,000) shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options or other rights to receive the Common Stock granted under the Company's Director Stock Option Plan (the "Director Plan" and together with the 1995 Plan, the "Company Stock Option Plans"); (iv) two million (2,000,000) shares of Common Stock were reserved for issuance upon the conversion of the close of business on August 31, 2009: First December 2000 Note; (Av) 110,992,118 five hundred thousand (500,000) shares of Common Stock were reserved for issuance upon the conversion of the Second December 2000 Note; (vi) three hundred sixty thousand four hundred ninety (360,490) shares of Common Stock were reserved for issuance upon the conversion of the September 2001 Note; (vii) one million seven hundred ninety-eight thousand five hundred sixty-one (1,798,561) shares of Common Stock were reserved for issuance upon conversion of the Convertible Note; (viii) five hundred fifty-nine thousand five hundred thirty-two (559,532) shares of Common Stock were held by the Company in the Company's treasury; (ix) no shares of Preferred Stock were issued or outstanding; and (x) warrants to purchase two hundred seventy thousand five hundred sixty-two (270,562) shares of Common Stock were issued and outstanding (including 2,178,059 shares of Restricted Stock and including in each case the associated Rights issued pursuant to the Rights Agreement dated as of June 3, 2002 (the "Rights Agreement") between the Company and EquiServe Trust Company, as rights agent (the "Rights AgentExisting Warrants")); (B) no shares of Company Preferred Stock were issued or outstanding; (C) 4,260,822 shares of Company Common Stock were held by the Company as treasury shares; (D) there were outstanding Options to purchase 9,644,018 shares of Company Common Stock and 14,578,152 shares of Company Common Stock were reserved for issuance under the Stock Plans (including upon exercise of the Options); (E) there were 58,711 shares of Company Common Stock subject to outstanding Restricted Stock Units; (F) there were 1,134,661 shares of Company Common Stock available for issuance under the ESPP; and (G) there was outstanding (x) $99,844,000 in aggregate principal amount of the Convertible Notes due 2010 convertible as of such date into 3,346,517 shares of Company Common Stock, and (y) $188,255,000 in aggregate principal amount of Convertible Notes due 2024 convertible as of such date into zero (0) shares of Company Common Stock, and not less than the aggregate number of shares of Company Common Stock specified in the preceding clause (x) were reserved for issuance upon conversion of such Convertible Notes. Such issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive or similar rights under any provision of the DGCL and the Company Charter Documents or any agreement to which the Company is a party or by which the Company is otherwise bound.

Capitalization; Indebtedness. (a) The authorized capital stock of the Company consists of fifty million (i50,000,000) 240,000,000 shares of Company Common Stock and two million (ii2,000,000) 1,000,000 shares of preferred stock, $.01 par value $1.00 per share ("Company the “Preferred Stock"”). As of August 24, 2001: (i) Twenty Three Million Forty Nine Thousand Three Hundred Forty (23,049,340) shares of which 240,000 Common Stock were issued and outstanding; (ii) Four Million Three Hundred Seventy-Six Thousand Nine Hundred Twenty-Six (4,376,926) shares have been designated as the Company's Series A Junior Participating Preferred of Common Stock and were reserved for issuance upon the exercise of Rights. As outstanding stock options or other rights to purchase or receive the Common Stock granted under the Company’s 1995 Stock Option Plan (the “1995 Plan”); (iii) Four Hundred Twenty Thousand (420,000) shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options or other rights to receive the Common Stock granted under the Company’s Director Stock Option Plan (the “Director Plan” and together with the 1995 Plan, the “Company Stock Option Plans”); (iv) Two Million Five Hundred Thousand (2,500,000) shares of Common Stock were reserved for issuance upon the conversion of the close of business on August 31, 2009: First December 2000 Note and the Second December 2000 Note and any other notes issued in connection with the December 2000 Note Purchase Agreement; (Av) 110,992,118 Five Hundred Seventy-Seven Thousand One Hundred Sixty-One (577,161) shares of Common Stock were held by the Company in the Company’s treasury; (vi) no shares of Preferred Stock were issued or outstanding; and (vii) warrants to purchase One Million Seventy-Two Thousand Fifty-Three (1,072,053) shares of Common Stock were issued and outstanding (including 2,178,059 shares of Restricted Stock and including in each case the associated Rights issued pursuant to the Rights Agreement dated as of June 3, 2002 (the "Rights Agreement") between the Company and EquiServe Trust Company, as rights agent (the "Rights Agent"“Existing Warrants”)); (B) no shares of Company Preferred Stock were issued or outstanding; (C) 4,260,822 shares of Company Common Stock were held by the Company as treasury shares; (D) there were outstanding Options to purchase 9,644,018 shares of Company Common Stock and 14,578,152 shares of Company Common Stock were reserved for issuance under the Stock Plans (including upon exercise of the Options); (E) there were 58,711 shares of Company Common Stock subject to outstanding Restricted Stock Units; (F) there were 1,134,661 shares of Company Common Stock available for issuance under the ESPP; and (G) there was outstanding (x) $99,844,000 in aggregate principal amount of the Convertible Notes due 2010 convertible as of such date into 3,346,517 shares of Company Common Stock, and (y) $188,255,000 in aggregate principal amount of Convertible Notes due 2024 convertible as of such date into zero (0) shares of Company Common Stock, and not less than the aggregate number of shares of Company Common Stock specified in the preceding clause (x) were reserved for issuance upon conversion of such Convertible Notes. Such issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive or similar rights under any provision of the DGCL and the Company Charter Documents or any agreement to which the Company is a party or by which the Company is otherwise bound.

Capitalization; Indebtedness. (a) The authorized capital stock of the Company consists of fifty million (i50,000,000) 240,000,000 shares of Company Common Stock and two million (ii2,000,000) 1,000,000 shares of preferred stock, $.01 par value $1.00 per share ("Company the “Preferred Stock"”). As of June 24, 2002: (i) twenty-four million six hundred sixty thousand nine hundred fifty-seven (24,660,957) shares of which 240,000 Common Stock were issued and outstanding; (ii) four million three hundred twenty-one thousand nine hundred sixteen (4,321,916) shares have been designated as the Company's Series A Junior Participating Preferred of Common Stock and were reserved for issuance upon the exercise of Rights. As outstanding stock options or other rights to purchase or receive the Common Stock granted under the Company’s 1995 Stock Option Plan, as amended (the “1995 Plan”); (iii) two hundred sixty thousand (260,000) shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options or other rights to receive the Common Stock granted under the Company’s Director Stock Option Plan (the “Director Plan” and together with the 1995 Plan, the “Company Stock Option Plans”); (iv) two million (2,000,000) shares of Common Stock were reserved for issuance upon the conversion of the close of business on August 31, 2009: First December 2000 Note; (Av) 110,992,118 five hundred thousand (500,000) shares of Common Stock were reserved for issuance upon the conversion of the Second December 2000 Note; (vi) three hundred sixty thousand four hundred ninety (360,490) shares of Common Stock were reserved for issuance upon the conversion of the September 2001 Note; (vii) one million seven hundred ninety-eight thousand five hundred sixty-one (1,798,561) shares of Common Stock were reserved for issuance upon conversion of the Convertible Note; (viii) five hundred fifty-nine thousand five hundred thirty-two (559,532) shares of Common Stock were held by the Company in the Company’s treasury; (ix) no shares of Preferred Stock were issued or outstanding; and (x) warrants to purchase two hundred seventy thousand five hundred sixty-two (270,562) shares of Common Stock were issued and outstanding (including 2,178,059 shares of Restricted Stock and including in each case the associated Rights issued pursuant to the Rights Agreement dated as of June 3, 2002 (the "Rights Agreement") between the Company and EquiServe Trust Company, as rights agent (the "Rights Agent"“Existing Warrants”)); (B) no shares of Company Preferred Stock were issued or outstanding; (C) 4,260,822 shares of Company Common Stock were held by the Company as treasury shares; (D) there were outstanding Options to purchase 9,644,018 shares of Company Common Stock and 14,578,152 shares of Company Common Stock were reserved for issuance under the Stock Plans (including upon exercise of the Options); (E) there were 58,711 shares of Company Common Stock subject to outstanding Restricted Stock Units; (F) there were 1,134,661 shares of Company Common Stock available for issuance under the ESPP; and (G) there was outstanding (x) $99,844,000 in aggregate principal amount of the Convertible Notes due 2010 convertible as of such date into 3,346,517 shares of Company Common Stock, and (y) $188,255,000 in aggregate principal amount of Convertible Notes due 2024 convertible as of such date into zero (0) shares of Company Common Stock, and not less than the aggregate number of shares of Company Common Stock specified in the preceding clause (x) were reserved for issuance upon conversion of such Convertible Notes. Such issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive or similar rights under any provision of the DGCL and the Company Charter Documents or any agreement to which the Company is a party or by which the Company is otherwise bound.

Capitalization; Indebtedness. (a) The authorized capital stock of the Company consists of fifty million (i50,000,000) 240,000,000 shares of Company Common Stock and two million (ii2,000,000) 1,000,000 shares of preferred stock, $.01 par value $1.00 per share (the "Company Preferred Stock"). As of August 24, 2001: (i) Twenty Three Million Forty Nine Thousand Three Hundred Forty (23,049,340) shares of which 240,000 Common Stock were issued and outstanding; (ii) Four Million Three Hundred Seventy-Six Thousand Nine Hundred Twenty-Six (4,376,926) shares have been designated as the Company's Series A Junior Participating Preferred of Common Stock and were reserved for issuance upon the exercise of Rights. As outstanding stock options or other rights to purchase or receive the Common Stock granted under the Company's 1995 Stock Option Plan (the "1995 Plan"); (iii) Four Hundred Twenty Thousand (420,000) shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options or other rights to receive the Common Stock granted under the Company's Director Stock Option Plan (the "Director Plan" and together with the 1995 Plan, the "Company Stock Option Plans"); (iv) Two Million Five Hundred Thousand (2,500,000) shares of Common Stock were reserved for issuance upon the conversion of the close of business on August 31, 2009: First December 2000 Note and the Second December 2000 Note and any other notes issued in connection with the December 2000 Note Purchase Agreement; (Av) 110,992,118 Five Hundred Seventy-Seven Thousand One Hundred Sixty-One (577,161) shares of Common Stock were held by the Company in the Company's treasury; (vi) no shares of Preferred Stock were issued or outstanding; and (vii) warrants to purchase One Million Seventy-Two Thousand Fifty-Three (1,072,053) shares of Common Stock were issued and outstanding (including 2,178,059 shares of Restricted Stock and including in each case the associated Rights issued pursuant to the Rights Agreement dated as of June 3, 2002 (the "Rights Agreement") between the Company and EquiServe Trust Company, as rights agent (the "Rights AgentExisting Warrants")); (B) no shares of Company Preferred Stock were issued or outstanding; (C) 4,260,822 shares of Company Common Stock were held by the Company as treasury shares; (D) there were outstanding Options to purchase 9,644,018 shares of Company Common Stock and 14,578,152 shares of Company Common Stock were reserved for issuance under the Stock Plans (including upon exercise of the Options); (E) there were 58,711 shares of Company Common Stock subject to outstanding Restricted Stock Units; (F) there were 1,134,661 shares of Company Common Stock available for issuance under the ESPP; and (G) there was outstanding (x) $99,844,000 in aggregate principal amount of the Convertible Notes due 2010 convertible as of such date into 3,346,517 shares of Company Common Stock, and (y) $188,255,000 in aggregate principal amount of Convertible Notes due 2024 convertible as of such date into zero (0) shares of Company Common Stock, and not less than the aggregate number of shares of Company Common Stock specified in the preceding clause (x) were reserved for issuance upon conversion of such Convertible Notes. Such issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive or similar rights under any provision of the DGCL and the Company Charter Documents or any agreement to which the Company is a party or by which the Company is otherwise bound.