Common use of Capitalization of Company Clause in Contracts

Capitalization of Company. (a) The authorized capital stock of Company consists of 100,000,000 shares of Company Common Stock and 2,000,000 shares of Preferred Stock, par value $.01 per share (the "Company Preferred Stock"). As of the close of business on January 31, 1998, 59,363,555 shares of Company Common Stock are issued and outstanding, no shares of Company Common Stock are reserved for issuance under Company's 401(k) Savings Plan, 750,000 shares of Company Common Stock are reserved for issuance under Company's Employee Stock Purchase Plan, 8,352,195 shares of Company Common Stock are reserved for issuance pursuant to options previously granted pursuant to the Company Stock Option Plans and no shares of the Company Preferred Stock are issued or outstanding. All holders of Company Common Stock as of the record date will be entitled to vote with respect to the Merger. All the outstanding shares of Company's capital stock are, and all shares which may be issued pursuant to the Company Option Plans will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except (i) as set forth in this Section 3.05 or in Schedule 5.01, (ii) for the transactions contemplated by this Agreement, including those permitted in accordance with Section 5.01(f), (iii) for changes since January 31, 1998 resulting from the exercise of employee and director stock options outstanding on such date and (iv) for Shares that may be issued as provided in Section 5.01(f), there are outstanding (x) no shares of capital stock or other voting securities of Company, (y) no securities of Company convertible into or exchangeable for shares of capital stock or voting securities of Company, and (z) no options, warrants or other rights to acquire from Company, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of Company, obligating Company to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Company or obligating Company to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in clauses (x), (y) and (z) being referred to collectively as the "Company Securities"). None of Company or its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any Company Securities or any Company Subsidiary Securities (as hereinafter defined), including as a result of the transactions contemplated by this Agreement. Except as permitted by this Agreement, the number of shares of Company Common Stock outstanding is not subject to change prior to the Effective Time. Except as permitted by this Agreement, following the Merger, neither Company nor any of its Subsidiaries will have any obligation to issue, transfer or sell any shares of its capital stock pursuant to any employee benefit plan or otherwise. (b) There are no voting trusts or other agreements or understandings to which Company or any Subsidiary of Company is a party with respect to the voting of the capital stock of Company or any Subsidiary of Company.

Capitalization of Company. (a) The entire authorized capital stock of Company consists of 100,000,000 (i) 10,000,000 shares of Company Common Stock and 2,000,000 shares of Preferred Stockcommon stock, par value $.01 0.01 per share (the "Company Preferred Stock"). As of which, as of the close date hereof, (A) 8,000,000 have been designated Class A Common Stock, of business on January 31which 3,186,780 shares are issued and outstanding and (B) 2,000,000 have been designated Class B Common Stock, 1998, 59,363,555 of which 514,100 shares of Company Common Stock are issued and outstanding, no and (ii) 246,000 shares of preferred stock, par value $0.01 per share of which (A) 188,500 have been designated Senior Redeemable Preferred Stock, of which 185,604 shares are issued and outstanding and (B) 57,500 have been designated Redeemable Preferred Stock, of which 57,500 shares are issued and outstanding. All of the issued and outstanding shares of Company Common Stock are reserved for issuance under Company's 401(k) Savings Plan, 750,000 shares of Company Common Stock are reserved for issuance under Company's Employee Stock Purchase Plan, 8,352,195 shares of Company Common Stock are reserved for issuance pursuant to options previously granted pursuant to the Company Stock Option Plans and no shares of the Company Preferred Stock are issued or outstanding. All holders of Company Common Stock as of the record date will be entitled to vote with respect to the Merger. All the outstanding shares of Company's capital stock are, and all shares which may be issued pursuant to the Company Option Plans will be, when issued in accordance with the respective terms thereof, have been duly authorized, and are validly issued, fully paid paid, and non-assessable, free and clear of all Liens. Except Section 2.2 of the Company disclosure schedule attached hereto (i) as set forth in this Section 3.05 or in Schedule 5.01, (ii) for the transactions contemplated by this Agreement, including those permitted in accordance with Section 5.01(f), (iii) for changes since January 31, 1998 resulting from the exercise of employee and director stock options outstanding on such date and (iv) for Shares that may be issued as provided in Section 5.01(f), there are outstanding (x) no shares of capital stock or other voting securities of Company, (y) no securities of Company convertible into or exchangeable for shares of capital stock or voting securities of Company, and (z) no options, warrants or other rights to acquire from Company, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of Company, obligating Company to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Company or obligating Company to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in clauses (x), (y) and (z) being referred to collectively as the "Company SecuritiesDisclosure Schedule"). None ) sets forth a complete and accurate list of Company or its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any Company Securities or any Company Subsidiary Securities (as hereinafter defined), including as a result all holders of the transactions contemplated by this Agreement. Except as permitted by this Agreement, outstanding Preferred Stock and Common Stock and the number of shares of Company Preferred Stock and Common Stock outstanding is not subject to change prior to the Effective Timeheld by each such holder. Except as permitted by this Agreementset forth in Section 2.2 of the Company Disclosure Schedule, following the Mergerthere are no outstanding or authorized options, neither warrants, purchase rights, subscription rights, conversion rights, exchange rights, rights of first refusal, preemptive rights, or other contracts or commitments that could require Company nor to issue, sell, or otherwise cause to become outstanding any of its Subsidiaries will have any obligation to issue, transfer or sell any shares of its capital stock pursuant to any employee benefit plan or otherwise. (b) stock. There are no voting trusts outstanding or other agreements authorized stock appreciation, phantom stock, profit participation or understandings to which Company or any Subsidiary of Company is a party similar rights with respect to the voting Company. All outstanding shares of Company Stock have been, and all of the capital stock Company Stock Options will be, issued and granted in all material respects in compliance with applicable securities law and other requirements of Company or any Subsidiary of Companylaw.

Capitalization of Company. (a) The authorized capital stock of Company consists of 100,000,000 110,000,000 shares of Company Common Stock and Stock, 2,000,000 shares of preferred stock, no par value (the "Class A Serial Preferred Stock") and 28,000,000 shares of preferred stock, par value $.01 per share (the "Company Class B Serial Preferred Stock"). As of the close of business on January 31August 16, 19981999, 59,363,555 42,182,153 shares of Company Common Stock are were issued and outstanding, no 625,000 shares of Company Common Stock are reserved for issuance under Company's 401(k) Savings Plan, 750,000 shares of Company Common Stock are were reserved for issuance under Company's Employee Stock Purchase Plan, 8,352,195 200,000 shares of Company Common Stock are were reserved for issuance under Company's 1998 Restricted Stock Plan (the "Restricted Stock Plan"), 2,487,981 shares of Company Common Stock were reserved for issuance pursuant to options previously granted pursuant to the Company Stock Option Plans and no shares of Class A Serial Preferred Stock or Class B Serial Preferred Stock were issued and outstanding. 2,000,000 shares of Series A Junior Participating Preferred Stock have been designated from the Class A Serial Preferred Stock and reserved for issuance pursuant to the Company Preferred Stock are issued or outstanding. All holders of Company Common Stock as of the record date will be entitled to vote with respect to the MergerRights Agreement. All the outstanding shares of Company's capital stock are, and all shares which may be issued pursuant to the Company Stock Option Plans and the Restricted Stock Plan will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except (i) as set forth in this Section 3.05 or in Schedule 5.01Section 5.01 of the Company Disclosure Schedule, (ii) for the transactions contemplated by this Agreement, including those permitted in accordance with Section 5.01(f), (iii) for changes since January 31, 1998 resulting from the exercise of employee and director stock options outstanding on such date and (iv) for Shares that may be issued as provided in Section 5.01(f), there are outstanding (x) no shares of capital stock or other voting securities of Company, (y) no securities of Company convertible into or exchangeable for shares of capital stock or voting securities of Company, and (z) no options, warrants or other rights to acquire from Company, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of Company, obligating Company to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Company or obligating Company to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in clauses (x), (y) and (z) being referred to collectively as the "Company Securities"). None of Company or its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any Company Securities or any Company Subsidiary Securities (as hereinafter defined), including as a result of the transactions contemplated by this Agreement. Except as permitted by this Agreement, the number of shares of Company Common Stock outstanding is not subject to change prior to the Effective Time. Except as permitted by this Agreement, following the Merger, neither Company nor any of its Subsidiaries will have any obligation to issue, transfer or sell any shares of its capital stock pursuant to any employee benefit plan or otherwise. (b) There are no voting trusts or other agreements or understandings to which Company or any Subsidiary of Company is a party with respect to the voting of the capital stock of Company or any Subsidiary of Company.in

Capitalization of Company. (a) The authorized capital stock of Company consists of 100,000,000 shares of Company Common Stock and 2,000,000 shares of Preferred Stock, par value $.01 per share (the "Company Preferred StockCOMPANY PREFERRED STOCK"). As of the close of business on January 31, 1998, 59,363,555 shares of Company Common Stock are issued and outstanding, no shares of Company Common Stock are reserved for issuance under Company's 401(k) Savings Plan, 750,000 shares of Company Common Stock are reserved for issuance under Company's Employee Stock Purchase Plan, 8,352,195 shares of Company Common Stock are reserved for issuance pursuant to options previously granted pursuant to the Company Stock Option Plans and no shares of the Company Preferred Stock are issued or outstanding. All holders of Company Common Stock as of the record date will be entitled to vote with respect to the Merger. All the outstanding shares of Company's capital stock are, and all shares which may be issued pursuant to the Company Option Plans will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except (i) as set forth in this Section 3.05 or in Schedule 5.01, (ii) for the transactions contemplated by this Agreement, including those permitted in accordance with Section 5.01(f), (iii) for changes since January 31, 1998 resulting from the exercise of employee and director stock options outstanding on such date and (iv) for Shares that may be issued as provided in Section 5.01(f), there are outstanding (x) no shares of capital stock or other voting securities of Company, (y) no securities of Company convertible into or exchangeable for shares of capital stock or voting securities of Company, and (z) no options, warrants or other rights to acquire from Company, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of Company, obligating Company to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Company or obligating Company to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in clauses (x), (y) and (z) being referred to collectively as the "Company SecuritiesCOMPANY SECURITIES"). None of Company or its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any Company Securities or any Company Subsidiary Securities (as hereinafter defined), including as a result of the transactions contemplated by this Agreement. Except as permitted by this Agreement, the number of shares of Company Common Stock outstanding is not subject to change prior to the Effective Time. Except as permitted by this Agreement, following the Merger, neither Company nor any of its Subsidiaries will have any obligation to issue, transfer or sell any shares of its capital stock pursuant to any employee benefit plan or otherwise. (b) There are no voting trusts or other agreements or understandings to which Company or any Subsidiary of Company is a party with respect to the voting of the capital stock of Company or any Subsidiary of Company.

Capitalization of Company. (a) The authorized capital stock of Company consists of 100,000,000 110,000,000 shares of Company Common Stock and Stock, 2,000,000 shares of preferred stock, no par value (the "Class A Serial Preferred Stock") and 28,000,000 shares of preferred stock, par value $.01 per share (the "Company Class B Serial Preferred Stock"). As of the close of business on January 31August 16, 19981999, 59,363,555 42,182,153 shares of Company Common Stock are were issued and outstanding, no 625,000 shares of Company Common Stock are reserved for issuance under Company's 401(k) Savings Plan, 750,000 shares of Company Common Stock are were reserved for issuance under Company's Employee Stock Purchase Plan, 8,352,195 200,000 shares of Company Common Stock are were reserved for issuance under Company's 1998 Restricted Stock Plan (the "Restricted Stock Plan"), 2,487,981 shares of Company Common Stock were reserved for issuance pursuant to options previously granted pursuant to the Company Stock Option Plans and no shares of Class A Serial Preferred Stock or Class B Serial Preferred Stock were issued and outstanding. 2,000,000 shares of Series A Junior Participating Preferred Stock have been designated from the Class A Serial Preferred Stock and reserved for issuance pursuant to the Company Preferred Stock are issued or outstanding. All holders of Company Common Stock as of the record date will be entitled to vote with respect to the MergerRights Agreement. All the outstanding shares of Company's capital stock are, and all shares which may be issued pursuant to the Company Stock Option Plans and the Restricted Stock Plan will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except (i) as set forth in this Section 3.05 or in Schedule 5.01Section 5.01 of the Company Disclosure Schedule, (ii) for the transactions contemplated by this Agreement, including those permitted in accordance with Section 5.01(f), (iii) for changes since January 31August 16, 1998 1999 resulting from the exercise of employee and director stock options outstanding on such date and (iv) for Shares that may be issued as provided in Section 5.01(f)rights to purchase shares of Series A Junior Participating Preferred Stock issuable pursuant to the Company Rights Agreement, there are outstanding (x) no shares of capital stock or other voting securities of Company, (y) no securities of Company convertible into or exchangeable for shares of capital stock or voting securities of Company, and (z) no options, warrants or other rights to acquire from Company, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of Company, obligating Company to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Company or obligating Company to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in clauses (x), (y) and (z) being referred to collectively as the "Company Securities"). None of Company or its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any Company Securities or any Company Subsidiary Securities (as hereinafter defined), including as a result of the transactions contemplated by this Agreement. Except as permitted by this Agreement, the number of shares of Company Common Stock outstanding is not subject to change prior to the Effective Time. Except as permitted by this Agreement, following the Merger, neither Company nor any of its Subsidiaries will have any obligation to issue, transfer or sell any shares of its capital stock pursuant to any employee benefit plan or otherwise. (ba) There Except as set forth in Section 3.05 of the Company Disclosure Schedule, there are no voting trusts or other agreements or understandings to which Company or any Subsidiary of Company its Subsidiaries is a party with respect to the voting of the capital stock of Company or any Subsidiary of Companyits Subsidiaries.