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 Four Hundred Fifty Million (450,000,000) shares of Parent Common Stock, of which Fifty-Six Million, One Hundred Sixty-One Thousand Eight Hundred Thirty (56,161,830) shares of Parent Common Stock were issued and outstanding as of July 14, 2000 (after giving effect to the offering of Six Million, Eight Hundred Fifty-Five Thousand (6,855,000) shares of Parent Common Stock in the public offering described in clause (A) below), and Five Million (5,000,000) shares of preferred stock, $0.001 par value 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 June 9, 2000, Two Million, Six Hundred Fifty-Five Thousand 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 Eighty-Nine Thousand, Seven Hundred Thirty (9,289,730) were issuable upon or otherwise deliverable in connection with the exercise of outstanding options, warrants and convertible securities. Approximately Six Million, Three Hundred Two Thousand, Three Hundred Seventeen (6,302,317) shares of Parent Common Stock are issuable in connection with Parent's acquisition of Excess Bandwidth Corporation. Between June 9, 2000 and the date hereof, no shares of Parent's capital stock have been issued, other than (A) pursuant to the secondary offering of Parent Common Stock made pursuant to a Registration Statement on Form S-1 that was filed by Parent with the SEC and was declared effect on June 29, 2000, a copy of which has previously been provided to the Company and (B) 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 to employees, officers and directors made in the ordinary course of business and consistent with past practice that would entitle the holders thereof to purchase Parent Reserved Shares. 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 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. 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. The Certificate of Incorporation and bylaws of Parent filed with the SEC as exhibits to Parent's annual report on Form 10-K for the fiscal year ended April 2, 2000 have not been amended as of the date hereof.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of Four Hundred Fifty Forty Million (450,000,00040,000,000) shares of Parent Common Stock, of which Fifty-Six Twenty Million, One Four Hundred Sixty-One Twenty Two Thousand and Forty Eight Hundred Thirty (56,161,83020,422,048) shares of Parent Common Stock were issued and outstanding as of July 14December 31, 2000 (after giving effect to the offering of Six Million, Eight Hundred Fifty-Five Thousand (6,855,000) shares of Parent Common Stock in the public offering described in clause (A) below)1999, and Five Million (5,000,000) shares of preferred stock, $0.001 par value 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 June 9December 31, 20001999, Five Million, Eight Hundred Thirty-Three Thousand, Two Million, Six Hundred Fiftyand Forty-Five Thousand Sixty-Four (2,655,0645,833,245) 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 Nine Three Million, Two Hundred Eighty-Nine Thousand, Seven Hundred Thirty Forty Thousand, One Hundred and Sixty-Four (9,289,7303,740,164) were issuable upon or otherwise deliverable in connection with the exercise of outstanding options, warrants and convertible securities. Approximately Six MillionBetween December 31, Three Hundred Two Thousand, Three Hundred Seventeen (6,302,317) shares of Parent Common Stock are issuable in connection with Parent's acquisition of Excess Bandwidth Corporation. Between June 9, 2000 1999 and the date hereof, no shares of Parent's capital stock have been issued, other than (A) pursuant to the secondary offering of Parent Common Stock made pursuant to a Registration Statement on Form S-1 that was filed by Parent with the SEC and was declared effect on June 29, 2000, a copy of which has previously been provided to the Company and (Bi) pursuant to the exercise of stock options, warrants and convertible securities that entitled the holders thereof to purchase Parent Reserved Shares and except for Shares; (ii) grants of stock options to employees, officers and directors made in the ordinary course of business and consistent with past practice that would entitle the holders thereof to purchase Parent Reserved Shares. ; and (iii) the issuance of 2,448,413 shares of Parent Common Stock pursuant to the acquisition of D2 Technologies, Inc. Except 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, or voting securities of Parent (iiiC) 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 (ivD) 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. There are no stockholder shareholder 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. The forms of Certificate of Incorporation and bylaws Bylaws of Parent filed with the SEC as exhibits to Parent's annual report on Form 10-K S-1 Registration Statement for the fiscal year ended April 2, 2000 its initial public offering have not been amended as of the date hereof.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of Four Hundred Fifty (i) Sixty Million (450,000,00060,000,000) shares of Parent Common Stock, $1.00 par value per share, of which Fifty-Six Millionwhich, as of September 30, 2003, approximately Twenty Eight Million Two Hundred Seventy Thousand One Hundred Sixty-One Thousand Eight Hundred Thirty Eighty (56,161,83028,270,180) shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right issued pursuant to the Rights Agreement dated as of July 141, 2000 1999 between Parent and Xxxxxx Trust Company of California (after giving effect to the offering of Six a "PARENT RIGHT")) and (ii) Twelve Million, Eight Five Hundred Fifty-Five Thousand (6,855,000) shares of Parent Common Stock in the public offering described in clause (A) below), and Five Million (5,000,00012,500,000) shares of preferred stock, $0.001 1.00 par value 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 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 June 9September 30, 2000, Two Million, Six 2003 (A) an aggregate of approximately Three Million Five Hundred Fifty-Five Thousand Sixty-Four Six Thousand Eighty-Six (2,655,0643,566,086) 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 Eighty-Nine Thousand, Seven Hundred Thirty (9,289,730) were issuable upon or otherwise deliverable in connection with the exercise of outstanding options, options and warrants and convertible securities. Approximately Six Millionunder purchase plans, (B) approximately Two Million Ninety-Seven Thousand Three Hundred Two ThousandSixteen (2,097,316) shares of Parent Common Stock were reserved for issuance upon conversion of Parent's Convertible Subordinated Debentures due 2010 (the "DEBENTURES"), Three (C) approximately Seven Hundred Seventeen Sixty-Seven Thousand Five Hundred Eighty-Nine (6,302,317767,589) shares of Parent Common Stock were reserved for issuance upon exercise of warrants to purchase shares of Parent Common Stock and (D) approximately Five Million Seven Hundred Six Thousand Four Hundred Sixty (5,706,460) shares of Parent Common Stock are issuable in connection with Parent's acquisition of Excess Bandwidth Corporation. Between June 9, 2000 and the date hereof, no shares reserved for issuance upon conversion of Parent's capital stock have been issuedSenior Convertible Notes due June 15, other than 2010 (A) pursuant to the secondary offering of "Parent Common Stock made pursuant to a Registration Statement on Form S-1 that was filed by Parent with the SEC and was declared effect on June 29, 2000, a copy of which has previously been provided to the Company and (B) 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 to employees, officers and directors made in the ordinary course of business and consistent with past practice that would entitle the holders thereof to purchase Parent Reserved SharesSenior Convertible Notes"). Except as set forth above, as of the date hereof, there are outstanding (i1) no shares of capital stock or other voting securities of Parent Parent, (ii2) no securities of Parent or its subsidiaries convertible into into, or exchangeable for for, shares of capital stock, stock or voting securities of Parent Parent, (iii3) no options options, warrants 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, Parent and (iv4) no equity equivalent interests in the ownership or earnings of Parent or its any subsidiaries of Parent or other similar rights rights. All of the outstanding shares of Parent Common Stock, options and warrants to purchase shares of Parent Common Stock, the Parent Senior Convertible Notes and the Debentures (collectively, "Parent SecuritiesPARENT SECURITIES")) were issued in compliance with the Securities Act and applicable state securities laws. 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. There are no stockholder agreements, voting trusts or other agreements arrangements or understandings to which Parent is a party or 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. The Certificate of Incorporation and bylaws Seven Hundred Forty-Seven Thousand Two Hundred Thirty-Four (747,234) shares of Parent filed with the SEC as exhibits to Parent's annual report on Form 10-K for the fiscal year ended April 2, 2000 have not been amended are issued and held by Parent in its treasury as of the date hereof.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of Four Hundred Fifty (i) Sixty Million (450,000,00060,000,000) shares of Parent Common Stock, $1.00 par value per share, of which Fifty-Six Millionwhich, as of September 30, 2003, approximately Twenty Eight Million Two Hundred Seventy Thousand One Hundred Sixty-One Thousand Eight Hundred Thirty Eighty (56,161,83028,270,180) shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right issued pursuant to the Rights Agreement dated as of July 141, 2000 1999 between Parent and Xxxxxx Trust Company of California (after giving effect to the offering of Six a “Parent Right”)) and (ii) Twelve Million, Eight Five Hundred Fifty-Five Thousand (6,855,000) shares of Parent Common Stock in the public offering described in clause (A) below), and Five Million (5,000,00012,500,000) shares of preferred stock, $0.001 1.00 par value 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 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 June 9September 30, 2000, Two Million, Six 2003 (A) an aggregate of approximately Three Million Five Hundred Fifty-Five Thousand Sixty-Four Six Thousand Eighty-Six (2,655,0643,566,086) 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 Eighty-Nine Thousand, Seven Hundred Thirty (9,289,730) were issuable upon or otherwise deliverable in connection with the exercise of outstanding options, options and warrants and convertible securities. Approximately Six Millionunder purchase plans, (B) approximately Two Million Ninety-Seven Thousand Three Hundred Two ThousandSixteen (2,097,316) shares of Parent Common Stock were reserved for issuance upon conversion of Parent’s Convertible Subordinated Debentures due 2010 (the “Debentures”), Three (C) approximately Seven Hundred Seventeen Sixty-Seven Thousand Five Hundred Eighty-Nine (6,302,317767,589) shares of Parent Common Stock were reserved for issuance upon exercise of warrants to purchase shares of Parent Common Stock and (D) approximately Five Million Seven Hundred Six Thousand Four Hundred Sixty (5,706,460) shares of Parent Common Stock are issuable in connection with Parent's acquisition of Excess Bandwidth Corporation. Between June 9, 2000 and the date hereof, no shares reserved for issuance upon conversion of Parent's capital stock have been issued’s Senior Convertible Notes due June 15, other than 2010 (A) pursuant to the secondary offering of “Parent Common Stock made pursuant to a Registration Statement on Form S-1 that was filed by Parent with the SEC and was declared effect on June 29, 2000, a copy of which has previously been provided to the Company and (B) 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 to employees, officers and directors made in the ordinary course of business and consistent with past practice that would entitle the holders thereof to purchase Parent Reserved SharesSenior Convertible Notes”). Except as set forth above, as of the date hereof, there are outstanding (i1) no shares of capital stock or other voting securities of Parent Parent, (ii2) no securities of Parent or its subsidiaries convertible into into, or exchangeable for for, shares of capital stock, stock or voting securities of Parent Parent, (iii3) no options options, warrants 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, Parent and (iv4) no equity equivalent interests in the ownership or earnings of Parent or its any subsidiaries of Parent or other similar rights rights. All of the outstanding shares of Parent Common Stock, options and warrants to purchase shares of Parent Common Stock, the Parent Senior Convertible Notes and the Debentures (collectively, "“Parent Securities")”) were issued in compliance with the Securities Act and applicable state securities laws. 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. There are no stockholder agreements, voting trusts or other agreements arrangements or understandings to which Parent is a party or 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. The Certificate of Incorporation and bylaws Seven Hundred Forty-Seven Thousand Two Hundred Thirty-Four (747,234) shares of Parent filed with the SEC as exhibits to Parent's annual report on Form 10-K for the fiscal year ended April 2, 2000 have not been amended are issued and held by Parent in its treasury as of the date hereof. (b) The Parent Common Stock, the Parent Senior Convertible Notes and Parent Rights constitute the only classes of securities of Parent or any of 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 Four Hundred Fifty Million (450,000,000) shares of Parent Common Stock, of which Fifty Million Two Hundred and Three Thousand Nine Hundred Fifty-Six Million, One Hundred Sixty-One Thousand Eight Hundred Thirty (56,161,83050,203,956) shares of Parent Common Stock were issued and outstanding as of July 14June 16, 2000 (after giving effect to the offering of Six Million, Eight Hundred Fifty-Five Thousand (6,855,000) shares of Parent Common Stock in the public offering described in clause (A) below)2000, and Five Million (5,000,000) shares of preferred stock, $0.001 par value 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 June 9, 2000, 2000 Two Million, Million Six Hundred Thousand Fifty-Five Thousand 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, Million Two Hundred EightySixty-Nine Thousand, Thousand and Seven Hundred Thirty Sixty-Four (9,289,7309,269,764) were issuable upon or otherwise deliverable in connection with the exercise of outstanding options, warrants and convertible securities. Approximately Six Million, Three Hundred Two Thousand, Three Hundred Seventeen (6,302,317) shares of Parent Common Stock are issuable in connection with Parent's acquisition of Excess Bandwidth Corporation. Between June 916, 2000 and the date hereof, no shares of Parent's capital stock have been issued, other than (A) pursuant to the secondary offering of Parent Common Stock made pursuant to a Registration Statement on Form S-1 that was filed by Parent with the SEC and was declared effect on June 29, 2000, a copy of which has previously been provided to the Company and (B) 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 to employees, officers and directors made in the ordinary course of business and consistent with past practice that would entitle the holders thereof to purchase Parent Reserved Shares. 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 Parent, (ii) no securities of Parent or its subsidiaries is convertible into or exchangeable for shares of capital stock, or voting securities of Parent 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 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. There are no stockholder shareholder 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. The Certificate of Incorporation and bylaws of Parent filed with the SEC as exhibits to Parent's annual report on Form 10-K for the fiscal year ended April 2, 2000 have not been amended as of the date hereof.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of Four Hundred Fifty (i) Sixty Million (450,000,00060,000,000) shares of Parent Common Stock, $1.00 par value per share, of which Fifty-Six Millionwhich, as of September 30, 2003, approximately Twenty Eight Million Two Hundred Seventy Thousand One Hundred Sixty-One Thousand Eight Hundred Thirty Eighty (56,161,83028,270,180) shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right issued pursuant to the Rights Agreement dated as of July 141, 2000 1999 between Parent and Xxxxxx Trust Company of California (after giving effect to the offering of Six a “Parent Right”)) and (ii) Twelve Million, Eight Five Hundred Fifty-Five Thousand (6,855,000) shares of Parent Common Stock in the public offering described in clause (A) below), and Five Million (5,000,00012,500,000) shares of preferred stock, $0.001 1.00 par value 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 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 June 9September 30, 2000, Two Million, Six 2003 (A) an aggregate of approximately Three Million Five Hundred Fifty-Five Thousand Sixty-Four Six Thousand Eighty-Six (2,655,0643,566,086) 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 Eighty-Nine Thousand, Seven Hundred Thirty (9,289,730) were issuable upon or otherwise deliverable in connection with the exercise of outstanding options, options and warrants and convertible securities. Approximately Six Millionunder purchase plans, (B) approximately Two Million Ninety-Seven Thousand Three Hundred Two ThousandSixteen (2,097,316) shares of Parent Common Stock were reserved for issuance upon conversion of Parent’s Convertible Subordinated Debentures due 2010 (the “Debentures”), Three (C) approximately Seven Hundred Seventeen Sixty-Seven Thousand Five Hundred Eighty-Nine (6,302,317767,589) shares of Parent Common Stock were reserved for issuance upon exercise of warrants to purchase shares of Parent Common Stock and (D) approximately Five Million Seven Hundred Six Thousand Four Hundred Sixty (5,706,460) shares of Parent Common Stock are issuable in connection with Parent's acquisition of Excess Bandwidth Corporation. Between June 9, 2000 and the date hereof, no shares reserved for issuance upon conversion of Parent's capital stock have been issued’s Senior Convertible Notes due June 15, other than 2010 (A) pursuant to the secondary offering of “Parent Common Stock made pursuant to a Registration Statement on Form S-1 that was filed by Parent with the SEC and was declared effect on June 29, 2000, a copy of which has previously been provided to the Company and (B) 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 to employees, officers and directors made in the ordinary course of business and consistent with past practice that would entitle the holders thereof to purchase Parent Reserved SharesSenior Convertible Notes”). Except as set forth above, as of the date hereof, there are outstanding (i1) no shares of capital stock or other voting securities of Parent Parent, (ii2) no securities of Parent or its subsidiaries convertible into into, or exchangeable for for, shares of capital stock, stock or voting securities of Parent Parent, (iii3) no options options, warrants 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, Parent and (iv4) no equity equivalent interests in the ownership or earnings of Parent or its any subsidiaries of Parent or other similar rights rights. All of the outstanding shares of Parent Common Stock, options and warrants to purchase shares of Parent Common Stock, the Parent Senior Convertible Notes and the Debentures (collectively, "“Parent Securities")”) were issued in compliance with the Securities Act and applicable state securities laws. 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. There are no stockholder agreements, voting trusts or other agreements arrangements or understandings to which Parent is a party or 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. The Certificate of Incorporation and bylaws Seven Hundred Forty-Seven Thousand Two Hundred Thirty-Four (747,234) shares of Parent filed with the SEC as exhibits to Parent's annual report on Form 10-K for the fiscal year ended April 2, 2000 have not been amended are issued and held by Parent in its treasury as of the date hereof.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of Four Hundred Fifty Million (450,000,000i) sixty million (60,000,000) shares of Parent Common Stock, $1.00 par value per share, of which Fifty-Six Millionwhich, as of September 30, 2003, Twenty Eight Million Two Hundred Seventy Thousand One Hundred Sixty-One Thousand Eight Hundred Thirty Eighty (56,161,83028,270,180) shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right issued pursuant to the Rights Agreement dated as of July 141, 2000 1999 between Parent and Xxxxxx Trust Company of California (after giving effect to the offering of Six a "PARENT RIGHT")) and (ii) Twelve Million, Eight Five Hundred Fifty-Five Thousand (6,855,000) shares of Parent Common Stock in the public offering described in clause (A) below), and Five Million (5,000,00012,500,000) shares of preferred stock, $0.001 1.00 par value 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 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 June 9September 30, 2000, Two Million, Six 2003 (A) an aggregate of approximately Three Million Five Hundred Fifty-Five Thousand Sixty-Four Six Thousand Eighty-Six (2,655,0643,566,086) 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 Eighty-Nine Thousand, Seven Hundred Thirty (9,289,730) were issuable upon or otherwise deliverable in connection with the exercise of outstanding options, options and warrants and convertible securities. Approximately Six Millionunder purchase plans, (B) approximately Two Million Ninety-Seven Thousand Three Hundred Two ThousandSixteen (2,097,316) shares of Parent Common Stock were reserved for issuance upon conversion of Parent's Convertible Subordinated Debentures due 2010 (the "DEBENTURES"), Three (C) approximately Seven Hundred Seventeen Sixty-Seven Thousand Five Hundred Eighty-Nine (6,302,317767,589) shares of Parent Common Stock were reserved for issuance upon exercise of warrants to purchase shares of Parent Common Stock and (D) approximately Five Million Seven Hundred Six Thousand Four Hundred Sixty (5,706,460) shares of Parent Common Stock are issuable in connection with Parent's acquisition of Excess Bandwidth Corporation. Between June 9, 2000 and the date hereof, no shares reserved for issuance upon conversion of Parent's capital stock have been issuedSenior Convertible Notes due June 15, other than 2010 (A) pursuant to the secondary offering of Parent Common Stock made pursuant to a Registration Statement on Form S-1 that was filed by Parent with the SEC and was declared effect on June 29, 2000, a copy of which has previously been provided to the Company and (B) 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 to employees, officers and directors made in the ordinary course of business and consistent with past practice that would entitle the holders thereof to purchase Parent Reserved Shares"PARENT SENIOR CONVERTIBLE NOTES"). Except as set forth above, as of the date hereof, there are outstanding (i1) no shares of capital stock or other voting securities of Parent Parent, (ii2) no securities of Parent or its subsidiaries convertible into into, or exchangeable for for, shares of capital stock, stock or voting securities of Parent or any of its subsidiaries, (iii3) no options options, warrants 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, Parent or any of its subsidiaries and (iv4) no equity equivalent interests in the ownership or earnings of Parent or its any subsidiaries of Parent or other similar rights rights. All of the outstanding shares of Parent Common Stock, options and warrants to purchase shares of Parent Common Stock, the Parent Senior Convertible Notes and the Debentures (collectively, "Parent SecuritiesPARENT 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. 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. The Certificate of Incorporation and bylaws of Parent filed ) were issued in compliance with the SEC as exhibits to Parent's annual report on Form 10-K for the fiscal year ended April 2, 2000 have not been amended as of the date hereofSecurities Act and applicable state securities laws.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of Four Hundred Fifty Million (450,000,000i) sixty million (60,000,000) shares of Parent Common Stock, $1.00 par value per share, of which Fifty-Six Millionwhich, as of September 30, 2003, Twenty Eight Million Two Hundred Seventy Thousand One Hundred Sixty-One Thousand Eight Hundred Thirty Eighty (56,161,83028,270,180) shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right issued pursuant to the Rights Agreement dated as of July 141, 2000 1999 between Parent and Xxxxxx Trust Company of California (after giving effect to the offering of Six a “Parent Right”)) and (ii) Twelve Million, Eight Five Hundred Fifty-Five Thousand (6,855,000) shares of Parent Common Stock in the public offering described in clause (A) below), and Five Million (5,000,00012,500,000) shares of preferred stock, $0.001 1.00 par value 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 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 June 9September 30, 2000, Two Million, Six 2003 (A) an aggregate of approximately Three Million Five Hundred Fifty-Five Thousand Sixty-Four Six Thousand Eighty-Six (2,655,0643,566,086) 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 Eighty-Nine Thousand, Seven Hundred Thirty (9,289,730) were issuable upon or otherwise deliverable in connection with the exercise of outstanding options, options and warrants and convertible securities. Approximately Six Millionunder purchase plans, (B) approximately Two Million Ninety-Seven Thousand Three Hundred Two ThousandSixteen (2,097,316) shares of Parent Common Stock were reserved for issuance upon conversion of Parent’s Convertible Subordinated Debentures due 2010 (the “Debentures”), Three (C) approximately Seven Hundred Seventeen Sixty-Seven Thousand Five Hundred Eighty-Nine (6,302,317767,589) shares of Parent Common Stock Table of Contents were reserved for issuance upon exercise of warrants to purchase shares of Parent Common Stock and (D) approximately Five Million Seven Hundred Six Thousand Four Hundred Sixty (5,706,460) shares of Parent Common Stock are issuable in connection with Parent's acquisition of Excess Bandwidth Corporation. Between June 9, 2000 and the date hereof, no shares reserved for issuance upon conversion of Parent's capital stock have been issued’s Senior Convertible Notes due June 15, other than 2010 (A) pursuant to the secondary offering of “Parent Common Stock made pursuant to a Registration Statement on Form S-1 that was filed by Parent with the SEC and was declared effect on June 29, 2000, a copy of which has previously been provided to the Company and (B) 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 to employees, officers and directors made in the ordinary course of business and consistent with past practice that would entitle the holders thereof to purchase Parent Reserved SharesSenior Convertible Notes”). Except as set forth above, as of the date hereof, there are outstanding (i1) no shares of capital stock or other voting securities of Parent Parent, (ii2) no securities of Parent or its subsidiaries convertible into into, or exchangeable for for, shares of capital stock, stock or voting securities of Parent or any of its subsidiaries, (iii3) no options options, warrants 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, Parent or any of its subsidiaries and (iv4) no equity equivalent interests in the ownership or earnings of Parent or its any subsidiaries of Parent or other similar rights rights. All of the outstanding shares of Parent Common Stock, options and warrants to purchase shares of Parent Common Stock, the Parent Senior Convertible Notes and the Debentures (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. 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. The Certificate of Incorporation and bylaws of Parent filed ”) were issued in compliance with the SEC as exhibits to Parent's annual report on Form 10-K for the fiscal year ended April 2, 2000 have not been amended as of the date hereofSecurities Act and applicable state securities laws.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of Four Hundred Fifty Million (450,000,000i) forty million (40,000,000) shares of Parent Common Stock, $1.00 par value per share, of which Fiftywhich, as of September 30, 2002, approximately eighteen million, six hundred seventy-Six Millionnine thousand, One Hundred Sixtyone hundred forty-One Thousand Eight Hundred Thirty six (56,161,83018,679,146) shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the “Parent Right”) issued pursuant to the Rights Agreement dated as of July 141, 2000 (after giving effect to the offering 1999 between Parent and Xxxxxx Trust Company of Six Million, Eight Hundred Fifty-Five Thousand (6,855,000) shares of Parent Common Stock in the public offering described in clause (A) belowCalifornia), and Five Million (5,000,000ii) twelve million, five hundred thousand (12,500,000) shares of preferred stock, $0.001 1.00 par value 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 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 June 9September 30, 20002002 an aggregate of approximately four million, Two Millionfive hundred sixty-five thousand, Six Hundred Fiftysix hundred forty-Five Thousand Sixty-Four one (2,655,0644,565,641) shares of Parent Common Stock were reserved for issuance and an aggregate of approximately one million, one hundred seventy seventy-eight thousand, five hundred eleven (excluding automatic future re-loads under Parent's option or employee stock purchase plans, "1,298,511) shares of Parent Reserved Shares") and Nine Million, Two Hundred Eighty-Nine Thousand, Seven Hundred Thirty (9,289,730) Common Stock were issuable upon or otherwise deliverable in connection with the exercise of outstanding options, options and warrants and convertible securitiesunder purchase plans. On December 10, 2002, Parent entered into that certain Securities Purchase Agreement with certain purchasers party thereto (the “Debenture Transaction”), pursuant to which Parent has the right and obligation under certain circumstances, to issue Twenty-five Million Dollars ($25,000,000) of the Company’s Convertible Subordinated Debentures due 2010 (the “Debentures”), together with warrants to purchase shares of Parent Common Stock (the “Warrants”). Approximately Six Milliontwo million, Three Hundred Two Thousandninety-seven thousand, Three Hundred Seventeen three hundred sixteen (6,302,3172,097,316) shares of Parent Common Stock are issuable in connection with Parent's acquisition were reserved for issuance upon conversion of Excess Bandwidth Corporation. Between June 9, 2000 the Debentures and the date hereof, no 524,364 shares of Parent's capital stock have been issued, other than (A) pursuant to the secondary offering of Parent Common Stock made pursuant to a Registration Statement on Form S-1 that was filed by Parent with the SEC and was declared effect on June 29, 2000, a copy of which has previously been provided to the Company and (B) pursuant to the were reserved for issuance upon 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 to employees, officers and directors made in the ordinary course of business and consistent with past practice that would entitle the holders thereof to purchase Parent Reserved SharesWarrants. 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 Parent, (ii) no securities of Parent or its subsidiaries Parent Subsidiaries convertible into into, or exchangeable for for, shares of capital stock, or voting securities of Parent Parent, (iii) no options options, warrants or other rights to acquire from Parent or its subsidiaries any Parent Subsidiaries and no obligations of Parent or its subsidiaries any Parent 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 equivalent interests in the ownership or earnings of Parent or its subsidiaries any Parent Subsidiaries or other similar rights rights. All of the outstanding shares of Parent Common Stock and 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. 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 Parent Subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There are no stockholder agreements, voting trusts or other agreements arrangements or understandings to which Parent is a party or 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. The Certificate of Incorporation and bylaws No shares of Parent filed with the SEC as exhibits to Parent's annual report on Form 10-K for the fiscal year ended April 2, 2000 have not been amended are issued and held by Parent in its treasury as of the date hereof.

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of Four Hundred Fifty Million (450,000,000i) forty million (40,000,000) shares of Parent Common Stock, $1.00 par value per share, of which Fiftywhich, as of September 30, 2002, approximately eighteen million, six hundred seventy-Six Millionnine thousand, One Hundred Sixtyone hundred forty-One Thousand Eight Hundred Thirty six (56,161,83018,679,146) shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "PARENT RIGHT") issued pursuant to the Rights Agreement dated as of July 141, 2000 (after giving effect to the offering 1999 between Parent and Harris Trust Company of Six Million, Eight Hundred Fifty-Five Thousand (6,855,000) shares of Parent Common Stock in the public offering described in clause (A) belowCalifornia), and Five Million (5,000,000ii) twelve million, five hunxxxx xhousand (12,500,000) shares of preferred stock, $0.001 1.00 par value 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 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 June 9September 30, 20002002 an aggregate of approximately four million, Two Millionfive hundred sixty-five thousand, Six Hundred Fiftysix hundred forty-Five Thousand Sixty-Four one (2,655,0644,565,641) shares of Parent Common Stock were reserved for issuance and an aggregate of approximately one million, one hundred seventy seventy-eight thousand, five hundred eleven (excluding automatic future re-loads under Parent's option or employee stock purchase plans, "1,298,511) shares of Parent Reserved Shares") and Nine Million, Two Hundred Eighty-Nine Thousand, Seven Hundred Thirty (9,289,730) Common Stock were issuable upon or otherwise deliverable in connection with the exercise of outstanding options, options and warrants and convertible securitiesunder purchase plans. On December 10, 2002, Parent entered into that certain Securities Purchase Agreement with certain purchasers party thereto (the "DEBENTURE TRANSACTION"), pursuant to which Parent has the right and obligation under certain circumstances, to issue Twenty-five Million Dollars ($25,000,000) of the Company's Convertible Subordinated Debentures due 2010 (the "DEBENTURES"), together with warrants to purchase shares of Parent Common Stock (the "WARRANTS"). Approximately Six Milliontwo million, Three Hundred Two Thousandninety-seven thousand, Three Hundred Seventeen three hundred sixteen (6,302,3172,097,316) shares of Parent Common Stock are issuable in connection with Parent's acquisition were reserved for issuance upon conversion of Excess Bandwidth Corporation. Between June 9, 2000 the Debentures and the date hereof, no 524,364 shares of Parent's capital stock have been issued, other than (A) pursuant to the secondary offering of Parent Common Stock made pursuant to a Registration Statement on Form S-1 that was filed by Parent with the SEC and was declared effect on June 29, 2000, a copy of which has previously been provided to the Company and (B) pursuant to the were reserved for issuance upon 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 to employees, officers and directors made in the ordinary course of business and consistent with past practice that would entitle the holders thereof to purchase Parent Reserved SharesWarrants. 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 Parent, (ii) no securities of Parent or its subsidiaries Parent Subsidiaries convertible into into, or exchangeable for for, shares of capital stock, or voting securities of Parent Parent, (iii) no options options, warrants or other rights to acquire from Parent or its subsidiaries any Parent Subsidiaries and no obligations of Parent or its subsidiaries any Parent 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 equivalent interests in the ownership or earnings of Parent or its subsidiaries any Parent Subsidiaries or other similar rights rights. All of the outstanding shares of Parent Common Stock and options and warrants to purchase shares of Parent Common Stock (collectively, "Parent SecuritiesPARENT SECURITIES")) were issued in compliance with the Securities Act and applicable state securities laws. 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 Parent Subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There are no stockholder agreements, voting trusts or other agreements arrangements or understandings to which Parent is a party or 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. The Certificate of Incorporation and bylaws No shares of Parent filed with the SEC as exhibits to Parent's annual report on Form 10-K for the fiscal year ended April 2, 2000 have not been amended are issued and held by Parent in its treasury as of the date hereof.