Common use of Capitalization of Allied Clause in Contracts

Capitalization of Allied. The authorized capital stock of ------------------------ Allied consists of 25,000,000 Common Shares and 7,500,000 Preferred Shares. At the close of business on June 2, 1998 (i) 4,420,974 Common Shares were issued and outstanding; (ii) no Common Shares were held as treasury stock; (iii) no Common Shares were held by Allied Subsidiaries; (iv) 193,686 Common Shares were reserved for issuance upon the exercise of issued options to purchase Common Shares; and (v) 2,330,772 6.75% Series Preferred Shares were issued and outstanding and 104,726 Series A ESOP Preferred Shares were issued and outstanding. All outstanding shares of capital stock of Allied are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. No bonds, debentures, notes or other indebtedness of Allied having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the shareholders of Allied may vote are issued or outstanding. The Allied Disclosure Schedule sets forth the following information with respect to each Employee Option and Restricted Stock award which has been forfeited by an eligible employee: (x) the name of the recipient, (y) the number of Common Shares subject to such Employee Option and Restricted Stock award, and (z) the applicable exercise price for each Employee Option. Except as set forth above or in the Allied Disclosure Schedule, Allied does not have any outstanding option, warrant, subscription or other right, agreement or commitment which either obligates Allied to issue, sell or transfer, repurchase, redeem or otherwise issue, acquire or vote any shares of capital stock of Allied, or which restricts the transfer of Common Shares.

Capitalization of Allied. The authorized capital stock of ------------------------ Allied consists of 25,000,000 80,000,000 Common Shares and 7,500,000 Preferred Shares. At the close of business on June 2, 1998 (i) 4,420,974 30,114,827 Common Shares were issued and outstanding; (ii) no Common Shares were held as treasury stock; (iii) no Common Shares were held by Allied Subsidiaries; (iv) 193,686 5,174,437 Common Shares were reserved for issuance upon the exercise of issued options or other rights to purchase Common Shares; Shares under the Allied Plans (of which options or rights with respect to 1,113, 281 shares have been granted), and (v) 2,330,772 6.75% Series Preferred Shares were issued and outstanding and 104,726 Series A ESOP 1,827,222 Preferred Shares were issued and outstanding. All Except as disclosed in the SEC Documents, all outstanding shares of capital stock of Allied are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. No bonds, debentures, notes or other indebtedness of Allied having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the shareholders of Allied may vote are issued or outstanding. The Except under the Allied Disclosure Schedule sets forth the following information with respect to each Employee Option and Restricted Stock award which has been forfeited by an eligible employee: (x) the name of the recipient, (y) the number of Common Shares subject to such Employee Option and Restricted Stock award, and (z) the applicable exercise price for each Employee Option. Except Plans or as set forth above or in the Allied Disclosure ScheduleLetter, Allied does not have any outstanding option, warrant, subscription or other right, agreement or commitment which either obligates Allied to issue, sell or transfer, repurchase, redeem or otherwise issue, acquire or vote any shares of capital stock of Allied, or which restricts the transfer of Common Shares. Since May 29, 1998, no shares have been issued except subject on the exercise of options listed above and no options granted. Following the Effective Time, no Person shall have any right to acquire any securities of the Surviving Corporation. Except as described in this Section 4.2, no shares of capital stock, or any securities entitling any person to acquire such shares, are outstanding.

Capitalization of Allied. The authorized capital stock of ------------------------ Allied consists of 25,000,000 80,000,000 Common Shares and 7,500,000 Preferred Shares. At the close of business on June 2, 1998 (i) 4,420,974 30,114,827 Common Shares were issued and outstanding; (ii) no Common Shares were held as treasury stock; (iii) no Common Shares were held by Allied Subsidiaries; (iv) 193,686 5,174,437 Common Shares were reserved for issuance upon the exercise of issued options or other rights to purchase Common Shares; Shares under the Allied Plans (of which options or rights with respect to 1,113, 281 shares have been granted), and (v) 2,330,772 6.75% Series Preferred Shares were issued and outstanding and 104,726 Series A ESOP 1,827,222 Preferred Shares were issued and outstanding. All Except as disclosed in the SEC Documents, all outstanding shares of capital stock of Allied are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. No bonds, debentures, notes or other indebtedness of Allied having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the shareholders of Allied may vote are issued or outstanding. The Except under the Allied Disclosure Schedule sets forth the following information with respect to each Employee Option and Restricted Stock award which has been forfeited by an eligible employee: (x) the name of the recipient, (y) the number of Common Shares subject to such Employee Option and Restricted Stock award, and (z) the applicable exercise price for each Employee Option. Except Plans or as set forth above or in the Allied Disclosure ScheduleLetter, Allied does not have any outstanding option, warrant, subscription or other right, agreement or commitment which either obligates Allied to issue, sell or transfer, repurchase, redeem or otherwise issue, acquire or vote any shares of capital stock of Allied, or which restricts the transfer of Common Shares. Since May 29, 1998, no shares have been issued except subject on the exercise of options listed above and no options granted. Following the Effective Time, no Person shall have any right to acquire any securities of the Surviving Corporation. Except as described in this Section 4.2, no shares of capital stock, or any securities entitling any person to acquire such shares, are outstanding.

Capitalization of Allied. The authorized capital stock of ------------------------ Allied consists of 25,000,000 Common Shares and 7,500,000 Preferred Shares. At the close of business on June 2, 1998 (i) 4,420,974 Common Shares were issued and outstanding; (ii) no Common Shares were held as treasury stock; (iii) no Common Shares were held by Allied Subsidiaries; (iv) 193,686 Common Shares were reserved for issuance upon the exercise of issued options to purchase Common Shares; and (v) 2,330,772 6.75% Series Preferred Shares were issued and outstanding and 104,726 Series A ESOP Preferred Shares were issued and outstanding. All outstanding shares of capital stock of Allied are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. No bonds, debentures, notes or other indebtedness of Allied having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the shareholders of Allied may vote are issued or outstanding. The Allied Disclosure Schedule sets forth the following information with respect to each Employee Option and Restricted Stock award which has been forfeited by an eligible employee: (x) the name of the recipient, (y) the number of Common Shares subject to such Employee Option and Restricted Stock award, and (z) the applicable exercise price for each Employee Option. Except as set forth above or in the Allied Disclosure Schedule, Allied does not have any outstanding option, warrant, subscription or other right, agreement or commitment which either obligates Allied to issue, sell or transfer, repurchase, redeem or otherwise issue, acquire or vote any shares of capital stock of Allied, or which restricts the transfer of Common Shares.