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 25,000,000 shares of Parent Common Stock, of which, as of March 8, 1999, 6,173,538 shares of Parent Common Stock were issued and outstanding and 3,000,000 shares of preferred stock, par value $0.01 per share, none of which are 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 March 8, 1999, 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 warrants. Except 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 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, except as described in Parent SEC Reports (as defined in SECTION 3.4), 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 equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (collectively, "PARENT SECURITIES"). 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. Other than as provided herein, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of capital stock of Parent. (b) 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 25,000,000 750,000,000 shares of Parent Common Stock, of which, as of March 8September 27, 19992002, 6,173,538 172,106,869 shares of Parent Common Stock and were issued and outstanding and 3,000,000 448,974 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 1,000,000 shares of preferred stock, $1.00 par value $0.01 per share, none of which are is 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 March 8September 27, 19992002, 3,320,000 16,905,613 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options. Between September 27, 2002 and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options and warrantsalready in existence on September 27, 2002. Except as set forth described above, as of the date hereof, there are outstanding (i) no shares of capital subscription, warrant, option, convertible security, stock appreciation or other voting securities of Parent; right (iicontingent or other) no securities of Parent to purchase or its subsidiaries convertible into or exchangeable for shares of capital stockacquire, or voting securities of Parent; (iii) no options or other rights to acquire from Parent or its subsidiaries and, except as described in Parent SEC Reports (as defined in SECTION 3.4), no obligations of Parent or its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for or exercisable for, any shares of or other interest in any class of capital stock or voting securities of Parent; and (iv) no equity equivalent interests in the ownership or earnings of Parent is authorized or its subsidiaries outstanding and there is not any commitment of Parent to issue, or register under the Securities Act, any shares, warrants, options or other similar such rights (collectively, "PARENT SECURITIES")or to distribute to holders of any class of its capital stock any evidences of indebtedness or assets. As of the date hereof, there are no outstanding obligations of Neither Parent or nor any of its subsidiaries Subsidiaries has any obligation (contingent or other) to repurchasepurchase, redeem or otherwise acquire any Parent Securitiesshares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof. Other than as provided herein, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a not party to or by which it is bound aware of any agreement relating to the voting or transfer of any shares of capital stock of ParentShares. (b) The Parent Common Stock (including the associated Parent Rights) constitutes the only class of equity securities of Parent or its subsidiaries 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 25,000,000 (i) 400,000,000 shares of Parent Common Stock, of which, as of March 8January 31, 19991996, 6,173,538 approximately 189,000,000 shares of Parent Common Stock were issued and outstanding and 3,000,000 shares of Parent Common Stock were held in treasury and (ii) 1,000,000 shares of preferred stock, $.01 par value $0.01 per share, none of which are is issued or 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 March 8January 31, 19991996, 3,320,000 approximately 29.7 million shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrantsoptions. Except as described in the Parent SEC Reports (as defined in Section 3.4(a)) and except as set forth in Section 3.2 of the Disclosure Schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), as of the date hereof, since January 31, 1996, no shares of Parent's capital stock have been issued other than pursuant to stock options already in existence on January 31, 1996, and no stock options have been granted. Except (i) as described in the Parent SEC Reports, and (ii) as set forth above, as of the date hereof, 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 for shares of capital stock, stock or voting securities of Parent; , (iiiC) except as provided in the Sierra Agreement or as disclosed in Section 3.2 of the Parent Disclosure Schedule, no options or other rights to acquire from Parent or its subsidiaries andsubsidiaries, except as described in Parent SEC Reports (as defined in SECTION 3.4), 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 (ivD) no equity equivalent equivalents, interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "PARENT SECURITIESParent Securities"). As of the date hereof, there There are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Other than Except as provided hereinset forth in the Parent SEC Reports, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by 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. (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 25,000,000 28,000,000 shares of Parent Common Stock, of which, as of March 8April 9, 1999, 6,173,538 16,085,997 shares of Parent Common Stock were issued and outstanding and 3,000,000 no shares of preferred stock, par value $0.01 per share, none of which are outstandingwere held in treasury. All of the issued and outstanding shares of Parent Common Stock have been validly issued issued, and are fully paid, nonassessable and free of preemptive rights. As of March 8April 9, 1999, 3,320,000 1,771,459 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrantsor warrants to purchase shares of Parent Common Stock (the "Parent Stock Options"). Since April 9, 1999, no shares of the Parent's capital stock have been issued other than pursuant to the exercise of Parent Stock Options. Except as set forth aboveabove in this Section 5.7, 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 the Parent; , (iii) no options or other rights to acquire from Parent or its subsidiaries andsubsidiaries, except as described in Parent SEC Reports (as defined in SECTION 3.4), 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 equivalent equivalents, or interests in the ownership or earnings earnings, of the Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "PARENT SECURITIESParent Securities"). As of the date hereof, there There are no outstanding obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Other than as provided herein, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of capital stock of Parent. (b) The Parent Common Stock constitutes All of the only class outstanding capital stock of equity the Parent's subsidiaries is owned by the 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 the Parent or its subsidiaries registered convertible into or required exchangeable for, no options or other rights to be registered under acquire from the Exchange Act.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 the Parent. There are no outstanding contractual obligations of the Parent or its subsidiaries to repurchase,

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 25,000,000 75,000,000 shares of Parent Common Stock, of which, as of March 8, 1999, 6,173,538 which 24,221,326 shares of are issued and 24,209,414 are outstanding (the Parent Common Stock were issued and outstanding and 3,000,000 shares of preferred stock, par value $0.01 per share, none of which are outstandingis sometimes referred to herein as the "Parent Shares"). All of the issued and outstanding shares of Parent Common Stock Shares have been validly issued issued, and are duly authorized, fully paid, nonassessable non-assessable and free of preemptive rights. As of March 8the date hereof, 1999, 3,320,000 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 warrantsParent Stock Options issued pursuant to Parent's stock option plans. Except as set forth aboveabove or listed in Section 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, stock or voting securities of Parent; (iii) no options or other rights to acquire from Parent or any of its subsidiaries andSubsidiaries, except as described in Parent SEC Reports (as defined in SECTION 3.4), and no obligations of Parent or any of its subsidiaries Subsidiaries to issue 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 equivalent equivalents, interests in the ownership or earnings of Parent or its subsidiaries Parent, or other similar rights (including stock appreciation rights) (collectively, "PARENT SECURITIESthe Parent Securities"). As of the date hereof, there There are no outstanding obligations of Parent or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Parent the Company Securities. Other than as provided herein, 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 by to which it is bound relating to the voting of any shares of capital stock of ParentParent (other than the Parent Voting Agreement). (b) The Except as provided in Section 4.2(b) of Parent Common Stock constitutes Disclosure Schedule, all of the only class outstanding capital stock of Parent's 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 Law. Except as provided in Section 4.2(b) of Parent Disclosure Schedule, there are no debt or equity securities of Parent or its subsidiaries registered Subsidiaries convertible into or required exchangeable for, no options or other rights to be registered under acquire from Parent or its Subsidiaries, and no other contract, understanding, arrangement, or obligation (whether or not contingent) providing for the Exchange Actissuance or sale, directly or indirectly of, any capital stock or other ownership interests in, or any other securities of, any Subsidiary of Parent. Except as provided in Section 4.2(b) of Parent Disclosure Schedule, 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. 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 25,000,000 of: 20,000,000 shares of Parent Common Stock, of which, as of March 8, 1999, 6,173,538 which 7,921,718 shares of Parent Common Stock were issued and outstanding and 3,000,000 shares as of preferred stock, par value $0.01 per share, none the date of which are outstandingthis Agreement. All of the issued and outstanding shares of Parent Stock are, and all of the shares of Parent Stock to be issued in exchange for Company Common Stock have been (including any shares issued upon exercise of stock options) upon consummation of the Merger will be authorized and reserved for issuance prior to the Effective Time and, when issued in accordance with the terms of this Agreement, will be duly and validly issued and are issued, fully paid, nonassessable paid and free of preemptive rights. As of March 8, 1999, 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 warrants. Except as set forth aboveabove or in Section 4.2(a) to the Parent Disclosure Schedule, as of the date hereof, there are outstanding (i) no other 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 andsubsidiaries, except as described in Parent SEC Reports (as defined in SECTION 3.4), 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 equivalent equivalents, interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "PARENT SECURITIES"). As of the date hereof, there There are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Other than Except as provided hereinin Section 4.2(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 by to which it is bound relating to the voting of any shares of capital stock of Parent. (b) The percentage of the outstanding capital stock of Parent's subsidiaries, including Merger Sub, owned by Parent, directly or indirectly, is listed in Section 4.2(b) of the Parent Common Stock constitutes Disclosure Schedule, and, except as described in such section of the only class Parent Disclosure Schedule, is free and clear of equity 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 registered convertible into or required exchangeable for, no options or other rights to be registered under acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) or granting a right of first refusal first negotiation, last look or similar right with respect to, providing for the Exchange Actissuance or sale, directly or indirectly, of, any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent, except as described in Section 4.2(b) to the Parent Disclosure Schedule. 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 25,000,000 (i) 400,000,000 shares of Parent Common Stock, of which, as of March 8January 31, 19991996, 6,173,538 approximately 189,000,000 shares of Parent Common Stock were issued and outstanding outstanding, and 3,000,000 shares of Parent Common Stock were held in treasury and (ii) 1,000,000 shares of preferred stock, $.01 par value $0.01 per share, none of which are is issued or 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 March 8January 31, 19991996, 3,320,000 approximately 29.7 million shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrantsoptions. Except as described in the Parent SEC Reports (as defined in Section 3.4(a)) and except as set forth in Section 3.2 of the Disclosure Schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), as of the date hereof, since January 31, 1996, no shares of Parent's capital stock have been issued other than pursuant to stock options already in existence on January 31, 1996, and no stock options have been granted. Except (i) as described in the Parent SEC Reports, and (ii) as set forth above, as of the date hereof, 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 for shares of capital stock, stock or voting securities of Parent; , (iiiC) except as provided in the Davidson Agreement (as defined in Section 4.23), no options or other rights to acquire from Parent or its subsidiaries andsubsidiaries, except as described in Parent SEC Reports (as defined in SECTION 3.4), 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 (ivD) no equity equivalent equivalents, interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "PARENT SECURITIESParent Securities"). As of the date hereof, there There are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. Other than Except as provided hereinset forth in the Parent SEC Reports, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by 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. (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 25,000,000 (i) 400,000,000 shares of Parent Common Stock, of which, as of March 8January 31, 19991996, 6,173,538 approximately 189,000,000 shares of Parent Common Stock were issued and outstanding outstanding, and 3,000,000 shares of Parent Common Stock were held in treasury and (ii) 1,000,000 shares of preferred stock, $.01 par value $0.01 per share, none of which are is issued or 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 March 8January 31, 19991996, 3,320,000 approximately 29.7 million shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options and warrantsoptions. Except as described in the Parent SEC Reports (as defined in Section 3.4(a)) and except as set forth abovein Section 3.2 of the Disclosure Schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), as of the date hereof, there are outstanding (i) since January 31, 1996, no shares of Parent's capital stock or have been issued other voting securities than pursuant to stock options (b) All of the outstanding capital stock of Parent; 's subsidiaries (iiincluding 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 shares of capital stockfor, or voting securities of Parent; (iii) no options or other rights to acquire from Parent or its subsidiaries andsubsidiaries, except as described in Parent SEC Reports and no other contract, understanding, arrangement or obligation (as defined in SECTION 3.4)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 issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent; and (iv) no equity equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (collectively, "PARENT SECURITIES"). 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. Other than as provided herein, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any outstanding shares of capital stock or other ownership interests in any subsidiary of Parent. (bc) 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.