Common use of Capitalization of Company Clause in Contracts

Capitalization of Company. As of February 28, 1998, Company's authorized capital shares consisted of (i) 50,000,000 shares of common stock, without par value, of which (a) 16,672,757 shares were issued and outstanding, (b) 1,962,656 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 625,025 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Company pursuant to the Company's Incentive Plan, and (ii) 3,000,000 shares of preferred stock, without par value ("Company Preferred Shares"). As of the date of this Agreement, Company has designated as to series: (i) 1,000,000 shares of "Class A Serial Preferred", none of which is issued and outstanding; (ii) 1,000,000 shares of "Class B Serial Preferred", none of which is issued and outstanding; and (iii) 1,000,000 shares of "Class C Preferred", none of which is issued and outstanding. As of the date hereof, the series of "Class C Preferred" ("Class C Preferred Shares") is reserved for issuance in accordance with the Rights Agreement, dated as of October 13, 1988, as amended, by and between Company and First Chicago Trust Company of New York (successor to Society National Bank, successor to National City Bank), as Rights Agent ("Company Rights Agreement"), pursuant to which Company has issued rights ("Company Rights") to purchase shares of Class C Preferred Shares. Each outstanding share of Company capital stock is a common share, duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of Company capital stock has been issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the Company SEC Documents, pursuant to the Company Rights Agreement or in Section 4.3 to the Company

Capitalization of Company. As of February 28, 1998, Company's authorized capital shares consisted of (i) 50,000,000 shares of common stock, without par value, of which (a) 16,672,757 shares were issued and outstanding, (b) 1,962,656 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 625,025 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Company pursuant to the Company's Incentive Plan, and (ii) 3,000,000 shares of preferred stock, without par value ("Company Preferred Shares"). As of the date of this Agreement, Company has designated as to series: (i) 1,000,000 shares of "Class A Serial Preferred", none of which is issued and outstanding; (ii) 1,000,000 shares of "Class B Serial Preferred", none of which is issued and outstanding; and (iii) 1,000,000 shares of "Class C Preferred", none of which is issued and outstanding. As of the date hereof, the series of "Class C Preferred" ("Class C Preferred Shares") is reserved for issuance in accordance with the Rights Agreement, dated as of October 13, 1988, as amended, by and between Company and First Chicago Trust Company of New York (successor to Society National Bank, successor to National City Bank), as Rights Agent ("Company Rights Agreement"), pursuant to which Company has issued rights ("Company Rights") to purchase shares of Class C Preferred Shares. Each outstanding share of Company capital stock is a common share, duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of Company capital stock has been issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the Company SEC Documents, pursuant to the Company Rights Agreement or in Section 4.3 to the Company Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Company or any of its subsidiaries of any securities of Company, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Company, and Company has no obligation of any kind to issue any additional securities or to pay for securities of Company or any predecessor. Company has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Company Common Shares. 4.4