Common use of Capitalization of Parent and its Subsidiaries Clause in Contracts

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 250,000,000 shares of Parent Common Stock, of which, as of September 30, 1996, 80,976,337 shares of Parent Common Stock were issued and outstanding, and (ii) 25,000,000 shares of preferred stock, $.01 par value per share, of which, as of the date hereof, none are issued and outstanding. All of the shares of Parent Common Stock have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of September 30, 1996, 5,155,986 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options and 494,442 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings plan. Except as set forth in Section 3.2 of the Parent Disclosure Schedule since September 30, 1996, no shares of Parent's capital stock have been issued other than pursuant to stock options already in existence on September 30, 1996, and no stock options have been granted. Except as set forth above or as described in Section 3.2 of the Parent Disclosure Schedule, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of Parent, (iii) no options or other rights to acquire from Parent or its subsidiaries, and no obligations of Parent or its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, and (iv) no equity equivalents, interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent Securities"). There are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to which it is bound relating to the voting of any shares of capital stock of Parent. (b) All of the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of Parent or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 250,000,000 600,000,000 shares of Parent Common Stock, of which, as of September 30December 7, 19961998, 80,976,337 218,140,000 shares of Parent Common Stock were issued and outstandingoutstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 9, 1996 between Parent and (iiXxxxxx Trust and Savings Bank) 25,000,000 and 400,000 shares of preferred stock, $.01 par value per share, none of which, as of the date hereof, none which are issued and outstanding. All of the outstanding shares of Parent Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. As of September 30December 7, 19961998, 5,155,986 58,185,625 shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options and 494,442 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings planwarrants. Except as set forth in Section 3.2 of Between December 7, 1998 and the Parent Disclosure Schedule since September 30, 1996date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on September 30such date and except for grants of stock options to employees, 1996officers and directors in the ordinary course of business consistent with past practice. Between December 7, 1998 and the date hereof, no stock options or warrants have been granted. Except as set forth above or as described in Section 3.2 of and except for the Parent Disclosure ScheduleRights, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, Parent (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock stock, or voting securities of Parent, Parent (iii) no options or other rights to acquire from Parent or its subsidiaries, subsidiaries and no obligations of Parent or its subsidiaries to issue, issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, Parent and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Xxxxx & Co., no equity equivalents, equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent Securities"). There As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to by which it is bound relating to the voting of any shares of capital stock of Parent. (b) All The Parent Rights and Parent Common Stock constitute the only classes of the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no equity securities of Parent or any of its subsidiaries convertible into registered or exchangeable for, no options or other rights required to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for be registered under the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of ParentExchange Act.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of the Parent consists of (i) 250,000,000 Two Hundred Fifty Million (250,000,000) shares of Parent Common Stock, of which, as of September 30October 31, 19962003, 80,976,337 Thirty Million Seven Hundred Fifty Thousand Six Hundred Eighteen (30,750,618) shares of Parent Common Stock were issued and outstanding, ; and (ii) 25,000,000 Fifteen Million (15,000,000) shares of preferred stock, par value $.01 par value per share, none of which, as of the date hereof, none which are issued and outstanding. All of the outstanding shares of Parent Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. As of September 30October 31, 19962003, 5,155,986 an aggregate of Eight Million Eight Hundred and Eighty Seven Thousand Eight Hundred and Ten (8,887,810) shares of Parent Common Stock were reserved for issuance of which Six Million Five Hundred and Thirty Three Thousand One Hundred and Eighty Six (6,533,186) shares of Parent Common Stock were issuable upon or otherwise deliverable in connection with the exercise of outstanding options and 494,442 shares of to purchase Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings planissued pursuant to the following plans ("Parent Plans"): Non-Employee Director Stock Option Plan and Stock Incentive Plan. Except as set forth in Section 3.2 of Between October 31, 2003 and the Parent Disclosure Schedule since September 30, 1996date hereof, no shares of the Parent's capital stock have been issued other than pursuant to stock options already in existence on September 30, 1996such first date issued under Parent Plans, and between October 31, 2003 and the date hereof, no stock options have been granted. Except as set forth above or and for the rights (the "Parent Rights") issued pursuant to Parent's Rights Agreement, effective as described in Section 3.2 of October 28, 1998, between Parent and State Street Bank and Trust Company (the "Parent Disclosure ScheduleRights Agreement"), as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of 30 Parent, (ii) no securities of Parent or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of Parent, (iii) no options options, warrants or other rights to acquire from Parent or any of its subsidiaries, and and, except as described in the Parent SEC Reports, no obligations of Parent or any of its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or other voting securities of Parent, and (iv) no equity equivalents, equivalent interests in the ownership or earnings of the Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, collectively "Parent Securities"). There As of the date hereof, there are no outstanding rights or obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of Other than the Parent Disclosure ScheduleVoting Agreements, there are no stockholder shareholder agreements, voting trusts or other agreements arrangements or understandings to which Parent is a party or to by which it is bound relating to the voting or registration of any shares of capital stock or other voting securities of Parent. (b) All The Parent Rights and Parent Common Stock constitute the only classes of the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no equity securities of Parent or its subsidiaries convertible into registered or exchangeable for, no options or other rights required to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for be registered under the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of ParentExchange Act.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of of: (i) 250,000,000 500,000,000 shares of Parent Common Stock, of which, as of September 30, 1996, 80,976,337 which 243,730,139 shares of Parent Common Stock were issued and outstandingoutstanding as of the close of business on September 30, 2000, and (ii) 25,000,000 1,000,000 shares of preferred stock, $.01 1.00 par value per share, none of which, as of the date hereof, none which are issued and outstanding. All of the issued and outstanding shares of Parent Common Stock have been validly issued, and are duly authorized, fully paid, nonassessable non-assessable and free of preemptive rights. As of September 30, 19962000, 5,155,986 no more than 2,221,000 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options and 494,442 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings planoptions. Except as set forth in Section 3.2 of the Parent Disclosure Schedule since September 30, 1996, no shares of Parent's capital stock have been issued other than pursuant to stock options already in existence on September 30, 1996, and no stock options have been granted. Except as set forth above or as described in Section 3.2 4.2 of the Parent Disclosure Schedule, the Parent SEC Reports (as hereinafter defined) or as set forth above, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, (ii) no securities of Parent or any of its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of Parent, (iii) no options or other rights to acquire from Parent or any of its subsidiariesSubsidiaries, and no obligations of Parent or any of its subsidiaries Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, and (iv) other than in connection with Parent's Employee Benefit Plans and Programs, no equity equivalents, interests in the ownership or earnings of Parent or any of its subsidiaries Subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent SecuritiesPARENT SECURITIES"). There are no outstanding obligations of Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure ScheduleSEC Reports, there are no stockholder shareholder agreements, voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party or to which it is bound relating to the voting of any shares of capital stock of Parent. (b) All Except for minority positions held by foreign nationals in non-U.S. Subsidiaries as required by applicable Law, all of the outstanding capital stock of Parent's subsidiaries (including Acquisition) Subsidiaries is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of lawLaw). There are no securities of Parent or its subsidiaries Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiariesSubsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary Subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary Subsidiary of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 250,000,000 200,000,000 shares of Parent Common Stock, of which, as of September 30, 19962000, 80,976,337 71,725,672 shares of Parent Common Stock were issued and outstandingoutstanding (each together with a right to purchase preferred stock of Parent (the "Parent Rights") issued pursuant to the Rights Agreement between Parent and Xxxxx Xxxxxx Shareholder Services, L.L.C., dated as of September 23, 1998 and (ii) 25,000,000 10,000,000 shares of preferred stock, $.01 1.00 par value per share, none of which, as of the date hereof, none which are issued and outstanding. All of the outstanding shares of Parent Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. As of September 30, 19962000, 5,155,986 (X) 4,707,506 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options and 494,442 (Y) there were 255,451 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings plansubject to Parent Restricted Stock Rights and up to 1,168,512 shares of Parent Common Stock issuable under Parent Restricted Performance Stock Rights outstanding. Except as set forth in Section 3.2 of the Parent Disclosure Schedule since Between September 30, 19962000 and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options already in existence on such date and except for grants of stock options, restricted stock rights and restricted performance stock rights to employees, officers and directors in the ordinary course of business consistent with past practice between September 30, 19962000 and the date hereof, and no stock options have been granted. Except as set forth above or as described in Section 3.2 of and except for the Parent Disclosure ScheduleRights, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock stock, or voting securities of Parent, (iii) no options or other rights to acquire from Parent or its subsidiaries, subsidiaries and no obligations of Parent or its subsidiaries to issue, issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, Parent and (iv) except for Parent's Non-Employee Directors Equity Participation Plan, no equity equivalents, equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, collectively "Parent Securities"). There As of the date hereof, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to by which it is bound relating to the voting of any shares of capital stock of Parent. (b) All The Parent Common Stock and the Parent Rights constitute the only classes of the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no equity securities of Parent or its subsidiaries convertible into registered or exchangeable for, no options or other rights required to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation be registered under the Exchange Act. (whether or not contingentc) providing for the issuance or sale, directly or indirectly, of any The authorized capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no Holdco and the issued and outstanding contractual obligations capital stock of Holdco as of the date of purchase of Shares and Preferred Shares in the Offer will be the same as that of Parent or its subsidiaries immediately prior to repurchasesuch date, redeem or except, in each case, as otherwise acquire any outstanding contemplated by this Agreement. The shares of capital stock or other ownership interests Holdco Common Stock and the shares of Holdco Preferred Stock to be issued in any subsidiary the Offer have been duly authorized by all necessary corporate action on the part of ParentHoldco and when issued in accordance with the terms hereof will be validly issued, fully paid, non-assessable and free of preemptive rights.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 250,000,000 275,000,000 shares of Parent Common Stock, of which, as of September 3010, 19961999, 80,976,337 160,095,425 shares of Parent Common Stock and were issued and outstandingoutstanding and 375,024 shares were held in Parent's treasury (together with the associated preferred stock purchase rights (the "Parent Rights") issued pursuant to the Rights Agreement, dated February 18, 1998, between Parent and ChaseMellon Shareholder Services, L.L.C. (the "Parent Rights Agreement")), and (ii) 25,000,000 1,000,000 shares of preferred stock, $.01 1.00 par value per share, none of which, as of the date hereof, none are issued and which is outstanding. All of the outstanding shares of Parent Common Stock have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of September 3010, 19961999, 5,155,986 11,512,269 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options options. Between September 10, 1999 and 494,442 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings plan. Except as set forth in Section 3.2 of the Parent Disclosure Schedule since September 30, 1996date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options already in existence on September 3010, 1996, and no stock options have been granted1999. Except as set forth above or as described in Section 3.2 of the Parent Disclosure Scheduleabove, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, (ii) no securities of Parent or its subsidiaries convertible into or exercisable or exchangeable for shares of capital stock or voting securities of Parent, (iii) no options or other rights to acquire from Parent or its subsidiaries, and no obligations of Parent or its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exercisable or exchangeable for capital stock or voting securities of Parent, and (iv) no equity equivalents, interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, collectively "Parent Securities"). There As of the date hereof, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to by which it is bound relating to the voting of any shares of capital stock of Parent. (b) All of the outstanding capital stock of Parent's subsidiaries The Parent Common Stock (including Acquisitionthe associated Parent Rights) is owned by Parent, directly or indirectly, free and clear constitutes the only class of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no equity securities of Parent or its subsidiaries convertible into registered or exchangeable for, no options or other rights required to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for be registered under the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of ParentExchange Act.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 250,000,000 500,000,000 shares of Parent Common Stock, of which, as of September 30, 1996, 80,976,337 shares of Parent Common Stock were issued and outstanding, and (ii) 25,000,000 shares of preferred stock, $.01 .001 par value per share, of which, as of the date hereofAugust 10, 2005, approximately Eighty-Four Million One Hundred Thirty-One Thousand One Hundred Sixty-Nine (84,131,169) shares were issued and outstanding, 20,000,000 shares of preferred stock, $.001 par value per share, none of which are issued and outstanding. All of the outstanding shares of Parent Common Stock have been validly issued, issued and are fully paid, nonassessable and free not subject to any preemptive rights, and all shares of Parent Common Stock issued pursuant to this Agreement will be, when issued, duly authorized and validly issued, fully paid, nonassessable and not subject to any preemptive rights. As of September 30August 10, 1996, 5,155,986 2005 (A) an aggregate of approximately Seven Million Six Hundred Sixty-Eight Thousand Six Hundred Twenty-Nine (7,668,629) shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options and 494,442 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock warrants and under purchase savings planplans. Except as set forth in Section 3.2 of the Parent Disclosure Schedule since September 30, 1996, no shares of Parent's capital stock have been issued other than pursuant to stock options already in existence on September 30, 1996, and no stock options have been granted. Except as set forth above or as described in Section 3.2 of the Parent Disclosure Scheduleabove, as of the date hereof, there are outstanding (i1) no shares of capital stock or other voting securities of Parent, (ii2) no securities of Parent or its subsidiaries convertible into into, or exchangeable for for, shares of capital stock or voting securities of Parent, (iii3) no options options, warrants or other rights to acquire from Parent or its subsidiaries, subsidiaries and no obligations of Parent or its subsidiaries to issue, issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, Parent and (iv4) no equity equivalents, equivalent interests in the ownership or earnings of Parent or its any subsidiaries of Parent or other similar rights (including stock appreciation rights) . All of the outstanding shares of Parent Common Stock, options and warrants to purchase shares of Parent Common Stock (collectively, "“Parent Securities")”) were issued in compliance with the Securities Act and applicable state securities laws. There As of the date hereof, other than in connection with Parent’s authorized stock repurchase program, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there There are no stockholder agreements, voting trusts or other agreements arrangements or understandings to which Parent is a party or to by which it or the Parent Board is bound bound, and, to Parent’s knowledge, there are no other agreements, voting trusts or other arrangements or understandings relating to the voting of any shares of capital stock or other voting securities of Parent. No shares of Parent are issued and held by Parent in its treasury as of the date hereof. (b) All The Parent Common Stock constitutes the only class of the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of Parent or any of its subsidiaries convertible into registered or exchangeable for, no options or other rights required to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for be registered under the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of ParentExchange Act.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 250,000,000 120,000,000 shares of Parent Common Stock, of which, as of September 30March 17, 19961997, 80,976,337 35,051,062 shares of Parent Common Stock were issued and outstanding, outstanding and (ii) 25,000,000 5,000,000 shares of preferred stock, $.01 0.001 par value per share, none of which, as of the date hereof, none are which is issued and or outstanding. All of the shares of Parent Common Stock have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of September 30March 17, 19961997, 5,155,986 4,649,000 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options and 494,442 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings planoptions. Except as set forth described in Section 3.2 of the Parent Disclosure Schedule since September 30SEC Reports, 1996, no shares of Parent's capital stock have been issued other than pursuant to stock options already in existence on September 30, 1996, and no stock options have been granted. Except as set forth above or as described in Section 3.2 3.2(a) of the Parent Disclosure Schedule, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, (ii) no securities of Parent or its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of Parent, (iii) no options or other rights to acquire from Parent or its subsidiaries, Subsidiaries and no obligations of Parent or its subsidiaries Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, and (iv) no equity equivalents, interests in the ownership or earnings of Parent or its subsidiaries Subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent Securities"). There are no outstanding obligations of Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to which it is bound relating to the voting of any shares of capital stock of Parent. (b) All of the outstanding capital stock of Parent's subsidiaries Subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of Parent or its subsidiaries Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiariesSubsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary Subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of Parent. (c) The Parent Common Stock constitutes the only class of equity securities of Parent or its Subsidiaries registered or required to be registered under the Exchange Act.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 250,000,000 500,000,000 shares of Parent Common Stock, of which, as of September May 30, 19962008, 80,976,337 200,926,866 shares of Parent Common Stock were issued and outstandingoutstanding (net of shares held in treasury) (each together with a preferred share purchase right of Parent (the “Parent Rights”) issued pursuant to the Rights Agreement between Parent and First Chicago Trust Company of New York, dated as of June 8, 2000) and (ii) 25,000,000 5,000,000 shares of preferred stock, $.01 1.00 par value per share, none of which, as of the date hereof, none which are issued and outstanding. All of the outstanding shares of Parent Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. As of September May 30, 19962008, 5,155,986 4,367,779 shares of Parent Common Stock were registered and reserved for issuance pursuant to all of its equity plans of which 1,366,194 were subject to outstanding options, 1,042,339 were subject to outstanding performance-based restricted stock units, 821,146 were subject to outstanding time-based restricted stock units and issuable upon or otherwise deliverable in connection with the exercise of outstanding options 1,138,100 were unassigned and 494,442 shares of Parent Common Stock were reserved available for issuance in connection with Parent's employee stock purchase savings plangrant. Except as set forth in Section 3.2 of the Parent Disclosure Schedule since September Between May 30, 19962008 and the date hereof, no shares of Parent's ’s capital stock have been issued other than pursuant to stock options already in existence on September such date and except for grants of stock options, restricted stock rights and restricted performance stock rights to employees, officers and directors in the ordinary course of business consistent with past practice between May 30, 19962008 and the date hereof, and no stock options options, restricted stock rights and restricted performance stock rights have been granted. Except as set forth above or as described in Section 3.2 of and except for the Parent Disclosure ScheduleRights, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, (ii) no securities of Parent or any of its subsidiaries convertible into or exchangeable for shares of capital stock stock, or voting securities of Parent, (iii) no options or other rights to acquire from Parent or any of its subsidiaries, subsidiaries and no obligations of Parent or any of its subsidiaries to issue, issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, Parent and (iv) no equity equivalents, equivalent interests in the ownership or earnings of Parent or any of its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "collectively “Parent Securities"”). There As of the date hereof, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there There are no stockholder shareholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to by which it is bound relating to the voting of any shares of capital stock of Parent. (b) All The Parent Common Stock and the Parent Rights constitute the only classes of the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no equity securities of Parent or its subsidiaries convertible into registered or exchangeable for, no options or other rights required to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for be registered under the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of ParentExchange Act.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 250,000,000 200,000,000 shares of Parent Common Stock, of which, as of September 30March 25, 19961997, 80,976,337 58,007,567 shares of Parent Common Stock were issued and outstandingoutstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of August 2, 1991 and (iiamended on September 28, 1994 between Parent and Chemical Bank, N.A.) 25,000,000 and 10,000,000 shares of preferred stock, $.01 1.00 par value per share, none of which, as of the date hereof, none which are issued and outstanding. All of the outstanding shares of Parent Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. As of September 30March 25, 19961997, 5,155,986 3,054,943 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options options. Between March 25, 1997 and 494,442 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings plan. Except as set forth in Section 3.2 of the Parent Disclosure Schedule since September 30, 1996date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options already in existence on September 30such date and except for grants of stock options to employees officers and directors in the ordinary course of business consistent with past practice between March 25, 19961997 and the date hereof, and no stock options have been granted. Except as set forth above or as described in Section 3.2 of and except for the Parent Disclosure ScheduleRights, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, Parent (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock stock, or voting securities of Parent, Parent (iii) no options or other rights to acquire from Parent or its subsidiaries, subsidiaries and no obligations of Parent or its subsidiaries to issue, issue any capital stock, stock voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, Parent and (iv) except for Parent's Non-Employee Directors Equity Participation Plan, no equity equivalents, equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, collectively "Parent Securities"). There As of the date hereof, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to by which it is bound relating to the voting of any shares of capital stock of Parent. (b) All of the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of Parent or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of Parent.

Capitalization of Parent and its Subsidiaries. (a) The As of November 12, 2003, the authorized capital stock of Parent consists of (i) 250,000,000 500,000,000 shares of Parent capital stock, all of which are classified as Common Stock, par value $.01 per share, of which, as of September 30, 1996, 80,976,337 which 96,013,214 shares of Parent Common Stock were are issued and outstanding, and (ii) 25,000,000 shares of preferred stock, $.01 par value per share, of which, as of since such date and through the date hereofhereof no Parent Shares have been issued other than upon the exercise of an option granted by Parent to purchase Parent Common Stock ("Parent Stock Options"). Other than Parent Shares, none are no capital stock of Parent has ever been issued and or outstanding. All of the outstanding shares of capital stock of Parent Common Stock have been are duly authorized, validly issued, fully paid and are fully paid, nonassessable and free of preemptive rightsnonassessable. As of September 30, 19962003, 5,155,986 shares there are outstanding Parent Stock Options in respect of 1,118,534 Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with Shares at the exercise of outstanding options and 494,442 shares of prices set forth in the Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings planSEC Reports. Except as set forth in Section 3.2 of the Parent Disclosure Schedule since September 30, 1996, no shares of Parent's capital stock have been issued other than pursuant to stock options already in existence on September 30, 1996, and no stock options have been granted. Except as set forth above or as described in Section 3.2 of the Parent Disclosure Schedule, as of the date hereofabove, there are outstanding (iA) no shares of capital stock or other voting securities of Parent, (iiB) no securities of Parent or its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent, (iiiC) no options options, calls or other rights (including warrants or other contractual rights, including contingent rights) to acquire from Parent or its subsidiaries, and no obligations of Parent or its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent, Parent and (ivD) no equity equivalents, interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent Securities"). There are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there are no stockholder agreementsSecurities or any capital stock, voting trusts or other agreements or understandings to which Parent is a party or to which it is bound relating to the voting of any shares of capital stock of Parent. (b) All of the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of Parent or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 250,000,000 30,000,000 shares of Parent Common Stock, of which, as of September 30, 1996, 80,976,337 which 15,792,787 shares of Parent Common Stock were issued and outstanding, and (ii) 25,000,000 shares of preferred stock, $.01 par value per share, of which, outstanding as of the close of business on the date hereof, none are issued and outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable paid and free of preemptive rightsnonassessable. As of September 30, 1996, 5,155,986 Parent has no shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with subject to issuance, except that as of the exercise close of outstanding options and 494,442 business on the date hereof, there were 2,053,000 shares of Parent Common Stock were reserved for subject to issuance in connection with pursuant to (i) options currently granted under Parent's employee Incentive Stock Option Plan, Performance Equity Plan and Key Employee Non-Qualified Stock Option Plan and (ii) a warrant to purchase 50,000 shares of Parent Common Stock granted by Parent to a consultant (collectively, the "Parent Stock Plans"); provided, however, that Parent will issue shares of Parent Common Stock to comply with its obligations under the Parent Stock Plans as set forth in Section 6.2(a) of the Parent Disclosure Schedule. The authorized capital stock of Merger Sub consists of 100 shares of common stock of Merger Sub, par value $0.01 per share. Section 6.2 of the Parent Disclosure Schedule sets forth a complete and accurate list of all outstanding options to purchase savings planshares of Parent Common Stock, whether vested or unvested (each a "Parent Stock Option"), which list includes the name of each holder of Parent Stock Options and the exercise price and the expiration date of Parent Stock Options so held. Except as set forth in this Section 3.2 of the Parent Disclosure Schedule since September 30, 1996, no shares of Parent's capital stock have been issued other than pursuant to stock options already in existence on September 30, 1996, and no stock options have been granted. Except as set forth above or as described in Section 3.2 of the Parent Disclosure Schedule, as of the date hereof6.2, there are outstanding no outstanding, and there have not been reserved for issuance, any (iA) no shares of capital stock or other voting securities of ParentParent or Merger Sub, (iiB) no securities of Parent or its subsidiaries any Subsidiary or Merger Sub, convertible into or exchangeable for shares of capital stock or voting securities stock of ParentParent or its Subsidiaries or Merger Sub, or (iiiC) no options Parent Stock Options or other rights or options to acquire from Parent or its subsidiaries, and no obligations Subsidiaries or Merger Sub any shares of Parent or its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for shares of capital stock or voting securities of Parent, and (iv) no equity equivalents, interests in the ownership or earnings stock of Parent or its subsidiaries Subsidiaries or Merger Sub. Each of the outstanding shares of capital stock or other similar ownership interests of each of Parent's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by Parent or a direct or indirect wholly owned Subsidiary of Parent, in each case free and clear of all Liens other than as set forth in Section 6.2 of the Parent Disclosure Schedule. Except as set forth above, in Section 6.2 of the Parent Disclosure Schedule or otherwise contemplated by this Agreement, there are no registration rights (including or preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights) (collectively, "redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind which obligate Parent Securities"). There are no outstanding obligations or any of its Subsidiaries or Merger Sub to register, issue or sell any shares of capital stock or other securities of Parent or any of its subsidiaries Subsidiaries or Merger Sub or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to repurchasesubscribe for or acquire from Parent or any of its Subsidiaries or Merger Sub, redeem any securities of Parent or otherwise acquire any of its Subsidiaries or Merger Sub, and no securities or obligations evidencing such rights are issued or outstanding. Parent Securities. Except does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (b) Other than as set forth in Section 3.2 6.2 of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business. (c) Except as otherwise contemplated by this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party or to which it is bound relating with respect to the voting of any of the capital stock of Parent or any of the Subsidiaries or Merger Sub. Other than as set forth in Section 6.2 of the Parent Disclosure Schedule, none of Parent or any of its Subsidiaries is obligated under any registration rights or similar agreements to register any shares of capital stock of Parent. (b) All Parent or any of the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly its Subsidiaries or indirectly, free and clear Merger Sub on behalf of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of Parent or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of ParentPerson.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 250,000,000 100,000,000 shares of Parent Common Stock, of which, as of September 30March 1, 19962000, 80,976,337 28,969,580 shares of Parent Common Stock were are issued and outstanding, outstanding and (ii) 25,000,000 10,000,000 shares of preferred stock, $.01 par value $0.01 per share, none of which, as of the date hereof, none which are issued and outstanding. All of the outstanding shares of Parent Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. As of September 30March 1, 19962000, 5,155,986 2,409,490 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options and 494,442 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings plan. Except as set forth in Section 3.2 of the Parent Disclosure Schedule since September 30, 1996, no shares of Parent's capital stock have been issued other than pursuant to stock options already in existence on September 30, 1996, and no stock options have been granted. Except as set forth above or as described in Section 3.2 of the Parent Disclosure Schedule, as warrants. (b) As of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, ; (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock stock, or voting securities of Parent, ; (iii) no options or other rights to acquire from Parent or its subsidiariessubsidiaries and, and no obligations of Parent or its subsidiaries to issue, issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent (other than pursuant to Parent, 's 1991 Employee Stock Incentive Plan and 1997 Stock Incentive Plan; and (iv) no equity equivalents, equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent SecuritiesPARENT SECURITIES"). There As of the date hereof, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except Other than as set forth in Section 3.2 of the Parent Disclosure Scheduleprovided herein, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to by which it is bound relating to the voting of any shares of capital stock of Parent. (bc) All of the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right When delivered pursuant to vote or sell the same, except as may be provided as a matter of law). There are no securities this Agreement each share of Parent Common Stock issued in exchange for Shares will be fully paid, validly issued and outstanding and not subject to assessment or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from claim of right by any person claiming through Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of ParentNewco.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 250,000,000 20,000,000 shares of Parent Common Stock, of which, as of September 30the date of this Agreement, 1996, 80,976,337 13,242,382 shares of Parent Common Stock were issued and outstanding, and (ii) 25,000,000 shares of preferred stock, $.01 par value per share, of which, as of the date hereof, none are issued and outstanding. All of the outstanding shares of Parent Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. As of September 30the date of this Agreement, 1996, 5,155,986 486,785 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options and 494,442 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings planoptions. Except as set forth disclosed in Section 3.2 3.02 of the Parent Disclosure Schedule since September 30Schedule, 1996between October 31, 1997 and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options already in existence on September 30, 1996such date and except for grants of stock options to employees officers and directors in the ordinary course of business consistent with past practice, and between October 31, 1997 and the date hereof, no further stock options have been granted. Except as set forth above or as described in Section 3.2 of the Parent Disclosure Schedule, and as of the date hereofEffective Time, there are outstanding outstanding: (i) no shares of capital stock or other voting securities of Parent, (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock stock, or voting securities of Parent, (iii) no options options, warrants, subscriptions, calls, rights or other rights agreements to acquire from Parent or its subsidiaries, subsidiaries and no obligations of Parent or its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, Parent and (iv) no equity equivalents, equivalent interests or rights to acquire equity equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, collectively "Parent Securities"). There As of the date hereof, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 3.02(a) of the Parent Disclosure Schedule, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to by which it is bound relating to the voting of any shares of capital stock of Parent or other Parent Securities, and to the knowledge of the Parent, no such agreements have been entered into by the stockholders of the Parent. (b) All of the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, same except as may be provided as a matter of law). There are no securities of Parent or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of Parent.no

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 250,000,000 50,000,000 shares of Parent Common Stock, of which, as of September 30, 19962000, 80,976,337 24,833,277 shares of Parent Common Stock were issued and outstanding, and (ii) 25,000,000 5,000,000 shares of preferred stock, $.01 .001 par value per share, none of which, as of the date hereof, none which are issued and outstanding. All of the outstanding shares of Parent Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. As of September 30, 19962000, 5,155,986 5,491,948 shares of Parent Common Stock were reserved for issuance and 2,548,441 shares of Parent Common Stock were issuable upon or otherwise deliverable in connection with the exercise of outstanding options and 494,442 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings planwarrants. Except as set forth in Section 3.2 of the Parent Disclosure Schedule since Between September 30, 19962000 and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on such date and except for grants of stock options to employees, officers and directors in the ordinary course of business consistent with past practice. Between September 30, 19962000 and the date hereof, and no 29,000 stock options have been grantedgranted and no warrants have been issued . Except as set forth above or as described in Section 3.2 of the Parent Disclosure Scheduleabove, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, (ii) no securities of Parent or its subsidiaries convertible into into, or exchangeable for for, shares of capital stock stock, or voting securities of Parent, (iii) no options options, warrants or other rights to acquire from Parent or its subsidiaries, subsidiaries and no obligations of Parent or its subsidiaries to issue, issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, and (iv) except for all stock option plans and employee stock purchase plans of Parent, no equity equivalents, equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent Securities"). There As of the date hereof, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to by which it is bound relating to the voting of any shares of capital stock or other voting securities of Parent. (b) All of the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of Parent or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of Parent.

Capitalization of Parent and its Subsidiaries. (a) The --------------------------------------------- authorized capital stock of Parent consists of (i) 250,000,000 775,000,000 shares of Parent Common Stock, of which, as of September 30February 21, 19962001, 80,976,337 261,338,989 shares of Parent Common Stock were issued and outstanding, and (ii) 25,000,000 shares of preferred stock, $.01 par value per sharePreferred Stock, of which, as of the date hereof, none are 1,000,000 shares of Series C Cumulative Preferred Stock were issued and outstanding. All of the Parent's outstanding shares of Parent Common Stock capital stock have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of September 30December 31, 19962000, 5,155,986 25,037,000 shares of Parent Common Stock were reserved for issuance and issuable upon upon, or otherwise deliverable in connection with with, the exercise of outstanding options and 494,442 shares of or other rights to buy Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings planStock. Except as set forth in Section 3.2 of From February 21, 2001 to the Parent Disclosure Schedule since September 30, 1996date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options or other rights to buy Parent Common Stock already in existence on September 30such date, 1996and, and from February 21, 2001 to the date hereof, no stock options have been granted. Except as set forth above or as described in Section 3.2 of the Parent Disclosure Schedule, as As of the date hereof, there are no shares of Parent Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding warrants. Except as described in this paragraph or disclosed in the Parent SEC Reports (as defined below), there are outstanding (ia) no shares of capital stock or other voting securities of Parent, (iib) no securities of Parent or its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of Parent, (iiic) no options or other rights to acquire from Parent or its subsidiariesSubsidiaries, and no obligations of Parent or its subsidiaries Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, and (ivd) no equity equivalents, interests in the ownership or earnings of Parent or its subsidiaries Subsidiaries or other similar rights (including stock appreciation rights) (collectively, collectively "Parent Securities"). There are no outstanding ----------------- obligations of Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to which it is bound relating to the voting of any The shares of capital stock of Parent. (b) All of Parent Common Stock to be issued in the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free Merger have been duly and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of Parent or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiariesvalidly reserved for issuance, and no other contractwhen issued in accordance with the terms of this Agreement, understandingwill be duly validly issued, arrangement or obligation (whether or fully paid and nonassessable and not contingent) providing for the issuance or sale, directly or indirectly, of subject to any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of Parentpreemptive rights.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 250,000,000 25,000,000 shares of Parent Common Stock, of which, as of September 30March 8, 19961999, 80,976,337 6,173,538 shares of Parent Common Stock were issued and outstanding, outstanding and (ii) 25,000,000 3,000,000 shares of preferred stock, $.01 par value $0.01 per share, none of which, as of the date hereof, none which are issued and outstanding. All of the outstanding shares of Parent Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. As of September 30March 8, 19961999, 5,155,986 3,320,000 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options and 494,442 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings planwarrants. Except as set forth in Section 3.2 of the Parent Disclosure Schedule since September 30, 1996, no shares of Parent's capital stock have been issued other than pursuant to stock options already in existence on September 30, 1996, and no stock options have been granted. Except as set forth above or as described in Section 3.2 of the Parent Disclosure Scheduleabove, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, ; (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock stock, or voting securities of Parent, ; (iii) no options or other rights to acquire from Parent or its subsidiariessubsidiaries and, and except as described in Parent SEC Reports (as defined in Section 3.4), no obligations of Parent or its subsidiaries to issue, issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, ; and (iv) no equity equivalents, equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent SecuritiesPARENT SECURITIES"). There As of the date hereof, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except Other than as set forth in Section 3.2 of the Parent Disclosure Scheduleprovided herein, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to by which it is bound relating to the voting of any shares of capital stock of Parent. (b) All The Parent Common Stock constitutes the only class of the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no equity securities of Parent or its subsidiaries convertible into registered or exchangeable for, no options or other rights required to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for be registered under the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of ParentExchange Act.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of Forty Million (i40,000,000) 250,000,000 shares of Parent Common Stock, of whichwhich Twenty Million, as of September 30, 1996, 80,976,337 Four Hundred Twenty Two Thousand and Forty Eight (20,422,048) shares of Parent Common Stock were issued and outstandingoutstanding as of December 31, 1999, and Five Million (ii5,000,000) 25,000,000 shares of preferred stock, $.01 0.001 par value per share, none of which, as of the date hereof, none which are issued and outstanding. All of the outstanding shares of Parent Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. As of September 30December 31, 19961999, 5,155,986 Five Million, Eight Hundred Thirty- Three Thousand, Two Hundred and Forty-Five (5,833,245) shares of Parent Common Stock were reserved for issuance (excluding automatic future re-loads under Parent's option or employee stock purchase plans, "Parent Reserved Shares") and Three Million, Seven Hundred Forty Thousand, One Hundred and Sixty-Four (3,740,164) were issuable upon or otherwise deliverable in connection with the exercise of outstanding options options, warrants and 494,442 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings planconvertible securities. Except as set forth in Section 3.2 of Between December 31, 1999 and the Parent Disclosure Schedule since September 30, 1996date hereof, no shares of Parent's capital stock have been issued issued, other than pursuant to the exercise of stock options, warrants and convertible securities that entitled the holders thereof to purchase Parent Reserved Shares and except for grants of stock options already to employees, officers and directors made in existence on September 30, 1996, the ordinary course of business and no stock options have been grantedconsistent with past practice that would entitle the holders thereof to purchase Parent Reserved Shares. Except as set forth above or as described in Section 3.2 of the Parent Disclosure Scheduleabove, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, Parent (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock stock, or voting securities of Parent, Parent (iii) no options or other rights to acquire from Parent or its subsidiaries, subsidiaries and no obligations of Parent or its subsidiaries to issue, issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, and (iv) no equity equivalents, equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent SecuritiesSecurities "). There As of the date hereof, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there There are no stockholder shareholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to by which it is bound relating to the voting of any shares of capital stock of Parent. The forms of Certificate of Incorporation and Bylaws of Parent filed with the SEC as exhibits to Parent's S-1 Registration Statement for its initial public offering have not been amended as of the date hereof. (b) All The Parent Common Stock constitutes the only classes of the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no equity securities of Parent or any of its subsidiaries convertible into registered or exchangeable forrequired to be registered under the Exchange Act. (c) At the Effective Time, no options or other the shares of Parent Common Stock issuable to the shareholders of the Company pursuant to Article I shall be validly issued, fully paid, nonassessable and free of preemptive rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary stockholders of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of Four Hundred Fifty Million (i450,000,000) 250,000,000 shares of Parent Common Stock, of which, as of September 30, 1996, 80,976,337 which Fifty Million Two Hundred and Three Thousand Nine Hundred Fifty-Six (50,203,956) shares of Parent Common Stock were issued and outstandingoutstanding as of June 16, 2000, and Five Million (ii5,000,000) 25,000,000 shares of preferred stock, $.01 0.001 par value per share, none of which, as of the date hereof, none which are issued and outstanding. All of the outstanding shares of Parent Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. As of September 30June 9, 1996, 5,155,986 2000 Two Million Six Thousand Fifty-Five and Sixty-Four (2,655,064) shares of Parent Common Stock were reserved for issuance (excluding automatic future re-loads under Parent's option or employee stock purchase plans, "Parent Reserved Shares") and Nine Million Two Hundred Sixty-Nine Thousand and Seven Hundred Sixty-Four (9,269,764) were issuable upon or otherwise deliverable in connection with the exercise of outstanding options options, warrants and 494,442 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings planconvertible securities. Except as set forth in Section 3.2 of Between June 16, 2000 and the Parent Disclosure Schedule since September 30, 1996date hereof, no shares of Parent's capital stock have been issued issued, other than pursuant to the exercise of stock options, warrants and convertible securities that entitled the holders thereof to purchase Parent Reserved Shares and except for grants of stock options already to employees, officers and directors made in existence on September 30, 1996, the ordinary course of business and no stock options have been grantedconsistent with past practice that would entitle the holders thereof to purchase Parent Reserved Shares. Except as set forth above or as described in Section 3.2 of the Parent Disclosure Scheduleabove, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, (ii) no securities of Parent or its subsidiaries is convertible into or exchangeable for shares of capital stock stock, or voting securities of Parent, (iii) no options or other rights to acquire from Parent or its subsidiaries, and no obligations of Parent or its subsidiaries to issue, issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, and (iv) no equity equivalents, equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent Securities"). There As of the date hereof, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there There are no stockholder shareholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to by which it is bound relating to the voting of any shares of capital stock of Parent. (b) All The Parent Common Stock constitutes the only classes of the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no equity securities of Parent or any of its subsidiaries convertible into registered or exchangeable forrequired to be registered under the Exchange Act. (c) At the Effective Time, no options or other the shares of Parent Common Stock issuable to the shareholders of the Company pursuant to Article I shall be validly issued, fully paid, nonassessable and free of preemptive rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary stockholders of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of of: (i) 250,000,000 150,000,000 shares of Parent Common Stock, of which, as of September 30, 1996, 80,976,337 which 55,296,728 shares of Parent Common Stock were issued and outstandingoutstanding as of the close of business on May 8, 2000, and 63,116,263 shares of which are held as treasury shares, and (ii) 25,000,000 6,000,000 shares of preferred stock, $.01 1.00 par value per share, no shares of which, as of the date hereof, none which are issued and outstanding. All of the shares of Parent Common Stock have been duly authorized, validly issued, and are fully paid, nonassessable non-assessable and free of preemptive rights. As of September 30May 16, 19962000, 5,155,986 2,000,000 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options and 494,442 shares of or warrants to purchase Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings planStock. Except as set forth and to the extent publicly disclosed in Section 3.2 of the Parent Disclosure Schedule SEC Reports (as hereinafter defined), since September 30December 31, 19961999, no shares of Parent's capital stock have been issued other than pursuant to stock options already in existence on September 30, 1996issued, and no stock options or warrants have been granted. Except granted except as set forth above or as described disclosed in Section 3.2 4.2(a) of the Parent Disclosure Schedule. Except 36 as described in the Parent SEC Reports, as disclosed in Section 4.2(a) of the Parent Disclosure Schedule and as set forth above, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, (ii) no securities of Parent or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of Parent, (iii) no options or other rights to acquire from Parent or any of its subsidiaries, and no obligations of Parent or any of its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, and (iv) no equity equivalents, interests in the ownership or earnings of Parent or any of its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent SecuritiesPARENT SECURITIES"). There are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure ScheduleSEC Reports, or as contemplated by this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to which it is bound relating to the voting of any shares of capital stock of Parent. The Parent Company Stock constituting Merger Consideration, upon issuance pursuant to the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and listed on the NYSE. (b) All of the outstanding capital stock of Parent's subsidiaries (including AcquisitionMerger Sub) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of lawLaw), except as disclosed in Section 4.2(b) of the Parent Disclosure Schedule. There are no securities of Parent or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of Parent.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 250,000,000 775,000,000 shares of Parent Common Stock, of which, as of September 30February 21, 19962001, 80,976,337 261,338,989 shares of Parent Common Stock were issued and outstanding, and (ii) 25,000,000 shares of preferred stock, $.01 par value per sharePreferred Stock, of which, as of the date hereof, none are 1,000,000 shares of Series C Cumulative Preferred Stock were issued and outstanding. All of the Parent's outstanding shares of Parent Common Stock capital stock have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of September 30December 31, 19962000, 5,155,986 25,037,000 shares of Parent Common Stock were reserved for issuance and issuable upon upon, or otherwise deliverable in connection with with, the exercise of outstanding options and 494,442 shares of or other rights to buy Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings planStock. Except as set forth in Section 3.2 of From February 21, 2001 to the Parent Disclosure Schedule since September 30, 1996date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options or other rights to buy Parent Common Stock already in existence on September 30such date, 1996and, and from February 21, 2001 to the date hereof, no stock options have been granted. Except as set forth above or as described in Section 3.2 of the Parent Disclosure Schedule, as As of the date hereof, there are no shares of Parent Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding warrants. Except as described in this paragraph or disclosed in the Parent SEC Reports (as defined below), there are outstanding (ia) no shares of capital stock or other voting securities of Parent, (iib) no securities of Parent or its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of Parent, (iiic) no options or other rights to acquire from Parent or its subsidiariesSubsidiaries, and no obligations of Parent or its subsidiaries Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, and (ivd) no equity equivalents, interests in the ownership or earnings of Parent or its subsidiaries Subsidiaries or other similar rights (including stock appreciation rights) (collectively, collectively "Parent SecuritiesPARENT SECURITIES"). There are no outstanding obligations of Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to which it is bound relating to the voting of any The shares of capital stock of Parent. (b) All of Parent Common Stock to be issued in the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free Merger have been duly and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of Parent or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiariesvalidly reserved for issuance, and no other contractwhen issued in accordance with the terms of this Agreement, understandingwill be duly validly issued, arrangement or obligation (whether or fully paid and nonassessable and not contingent) providing for the issuance or sale, directly or indirectly, of subject to any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of Parentpreemptive rights.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 250,000,000 75,000,000 shares of Parent Common Stock, of which, as of September 30, 1996, 80,976,337 which 24,221,326 shares of are issued and 24,209,414 are outstanding (the Parent Common Stock were issued and outstanding, and (ii) 25,000,000 shares of preferred stock, $.01 par value per share, of which, is sometimes referred to herein as of the date hereof, none are issued and outstanding“Parent Shares”). All of the shares of issued and outstanding Parent Common Stock Shares have been validly issued, and are duly authorized, fully paid, nonassessable non-assessable and free of preemptive rights. As of September 30the date hereof, 1996, 5,155,986 shares of Parent Common Stock were 3,074,880 Shares are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options and 494,442 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings plan. Except as set forth in Section 3.2 of the Parent Disclosure Schedule since September 30, 1996, no shares of Parent's capital stock have been Options issued other than pursuant to Parent’s stock options already in existence on September 30, 1996, and no stock options have been grantedoption plans. Except as set forth above or as described listed in Section 3.2 4.2(a) of the Parent Disclosure Schedule, as of the date hereof, there are no outstanding (i) no shares of capital stock or other voting securities of Parent, ; (ii) no securities of Parent or any of its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of Parent, ; (iii) no options or other rights to acquire from Parent or any of its subsidiariesSubsidiaries, and no obligations of Parent or any of its subsidiaries Subsidiaries to issue, any capital stock, voting securities securities, or securities convertible into or exchangeable for capital stock or voting securities of Parent, and ; or (iv) no equity equivalents, interests in the ownership or earnings of Parent or its subsidiaries Parent, or other similar rights (including stock appreciation rights) (collectively, "“the Parent Securities"”). There are no outstanding obligations of Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Parent the Company Securities. Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party or to which it is bound relating to the voting of any shares of capital stock of ParentParent (other than the Parent Voting Agreement). (b) All Except as provided in Section 4.2(b) of Parent Disclosure Schedule, all of the outstanding capital stock of Parent's subsidiaries (including Acquisition) ’s Subsidiaries is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including including, any restriction on the right to vote or sell the same, ) except as may be provided as a matter of law)Law. There Except as provided in Section 4.2(b) of Parent Disclosure Schedule, there are no debt or equity securities of Parent or its subsidiaries Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiariesSubsidiaries, and no other contract, understanding, arrangement arrangement, or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectlyindirectly of, of any capital stock or other ownership interests in, or any other securities of, any subsidiary Subsidiary of Parent. There Except as provided in Section 4.2(b) of Parent Disclosure Schedule, there are no outstanding contractual obligations of Parent or its subsidiaries Subsidiaries to repurchase, redeem redeem, or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary Subsidiary of Parent. None of Parent’s Subsidiaries owns any capital stock of Parent. For purposes of this Agreement, “Lien” means, in respect of any asset (including any security) any mortgage, lien, pledge, charge, security interest, or encumbrance of any kind in respect of such asset.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of (i) 250,000,000 600,000,000 shares of Parent Common Stock, of which, as of September 30December 7, 19961998, 80,976,337 218,140,000 shares of Parent Common Stock were issued and outstandingoutstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 9, 1996 between Parent and (iiXxxxxx Trust and Savings Bank) 25,000,000 and 400,000 shares of preferred stock, $.01 par value per share, none of which, as of the date hereof, none which are issued and outstanding. All of the outstanding shares of Parent Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. As of September 30December 7, 19961998, 5,155,986 58,185,625 shares of Parent Common Stock were reserved for issuance and 39,311,061 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options and 494,442 shares of Parent Common Stock were reserved for issuance in connection with Parent's employee stock purchase savings planwarrants. Except as set forth in Section 3.2 of Between December 7, 1998 and the Parent Disclosure Schedule since September 30, 1996date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrants already in existence on September 30such date and except for grants of stock options to employees, 1996officers and directors in the ordinary course of business consistent with past practice. Between December 7, 1998 and the date hereof, no stock options or warrants have been granted. Except as set forth above or as described in Section 3.2 of and except for the Parent Disclosure ScheduleRights, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent, Parent (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock stock, or voting securities of Parent, Parent (iii) no options or other rights to acquire from Parent or its subsidiaries, subsidiaries and no obligations of Parent or its subsidiaries to issue, issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, Parent and (iv) except for the Parent Rights, the Automated Systems, Inc. 1983 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1989 Stock Option Plan, Xxxxxx & Chyan Technology, Inc. 1993 Equity Incentive Plan, Unicad, Inc. Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, High Level Design Systems 1993 Stock Option Plan, High Level Design Systems 1995 Special Nonstatutory Stock Option Plan, Ambit Design Systems, Inc. 1994 Incentive Stock Option Plan, Ambit Design Systems, Inc. 1996 Incentive Stock Option Plan, Ambit OP (Shares Issued Outside Plans), Cadence Design Systems, Inc. 1993 Non-Statutory Stock Option Plan, Cadence Design Systems, Inc. 1993 Directors Stock Option Plan, Cadence Design Systems, Inc. 1995 Directors Stock Option Plan, Cadence Design Systems, Inc. 1997 Nonstatutory Stock Option Plan, OP Stock Option Plan (shares issued outside CDN Directors Plan) and warrants issued to Comdisco and Xxxxxxx, Sachs & Co., no equity equivalents, equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Parent Securities"). There As of the date hereof, other than in connection with the Company's seasoned authorized stock repurchase program, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in Section 3.2 of the Parent Disclosure Schedule, there There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or to by which it is bound relating to the voting of any shares of capital stock of Parent. (b) All The Parent Rights and Parent Common Stock constitute the only classes of the outstanding capital stock of Parent's subsidiaries (including Acquisition) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no equity securities of Parent or any of its subsidiaries convertible into registered or exchangeable for, no options or other rights required to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for be registered under the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of ParentExchange Act.