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

Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of the Parent consists of 150,000,000 shares of Parent Common Stock ("Parent Shares"), of which, as of October 31, 1999, 33,685,585 Parent Shares were issued and outstanding, and 15,000,000 shares of preferred stock, none of which is outstanding. All of the outstanding Parent Shares have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of October 31, 1999, approximately 14,715,000 Parent Shares were reserved for issuance and, as of October 31, 1999, approximately 6,670,342 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options to purchase Parent Common Stock issued pursuant to the following plans ("Parent Option Plans"): 1995 Stock Option Plan, 1997 Stock Option Plan. As of October 31, 1999. approximately 23,736 Parent Shares were issuable or otherwise deliverable in connection with the exercise of outstanding options to purchase Parent Common Stock issued pursuant to the FirstFloor 1993 Stock Option Plan. The maximum number of shares that may be issued under the 1999 Employee Stock Purchase Plan is 750,000 shares of which as of October 31, 1999, 0 shares have been issued and 750,000 shares are reserved for issuance. Except as set forth in Section 3.2(a) of the Parent Disclosure Schedule, between October 31, 1999 and the date hereof, no shares of the Parent's capital stock have been issued other than pursuant to options already in existence on such first date issued under Parent Option Plans, and between October 31, 1999 and the date hereof, no stock options have been granted. Except as set forth above, and as set forth in 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 any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other securities of Parent, (iii) no options, preemptive or other rights to acquire from Parent or any of its subsidiaries, and, except as described in the Parent SEC Reports (as defined below), 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 securities of Parent, and (iv) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Parent Securities"). Except as set forth in Section 3.2(a) of the Parent Disclosure Schedule, 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. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Parent is a party or by which it is bound relating to the voting or registration of any shares of capital stock of Parent. (b) All of the outstanding capital stock of Parent's subsidiaries owned by Parent is owned, 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 Applicable Law). Except as set forth in Section 3.2(b) of the Parent Disclosure Schedule, there are no (i) securities of Parent or any of its subsidiaries convertible into or exchangeable or exercisable for, (ii) options or (iii) except for the Parent Rights, other rights to acquire from Parent or any of its subsidiaries any capital stock or other ownership interests in or any other securities of any subsidiary of Parent, and there exists no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any such capital stock. 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 Shares constitute 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 the Parent consists of 150,000,000 of: (i) 75,000,000 shares of Parent Common Stock Stock, par value $.001 per share, of which 27,712,680 shares are issued and outstanding as of the date hereof ("Parent SharesPARENT SHARES"), of which, as of October 31, 1999, 33,685,585 Parent Shares were issued ) and outstanding, and 15,000,000 (ii) 4,750,000 shares of preferred stock, none par value $.001 per share, (A) of which is outstanding1,750,000 shares have been designated as Series B Convertible Preferred Stock, of which no shares are issued and outstanding as of the date hereof, and (B) of which 3,000,000 shares have been designated as Series C Convertible Preferred Stock, of which no shares are issued and outstanding as of the date hereof. All of the outstanding Parent Shares have been are duly authorized, validly issued issued, fully paid and non-assessable and are fully paid, nonassessable and free of preemptive rights. As of October 31the date hereof, 1999, approximately 14,715,000 (x) 2,475,000 shares of Parent Shares were Common Stock are reserved for issuance andunder Parent's 1999 Stock Option Plan (the "1999 OPTION PLAN"), as of October 31, 1999, approximately 6,670,342 were which 2,465,837 shares of Parent Common Stock are issuable upon or otherwise deliverable in connection with the exercise of outstanding options to purchase granted thereunder, (y) 1,997,500 shares of Parent Common Stock issued pursuant to are available for issuance under Parent's 2000 Stock Incentive Plan (the following plans ("Parent Option Plans"): 1995 Stock 2000 INCENTIVE PLAN," and together with the 1999 Option Plan, 1997 the "PARENT OPTION PLANS"), of which 1,803,000 shares of Parent Common Stock Option Plan. As of October 31, 1999. approximately 23,736 Parent Shares were are issuable or otherwise deliverable in connection with upon the exercise of outstanding options granted thereunder (the options described in clauses (x) and (y) being referred to purchase collectively as the "PARENT STOCK OPTIONS"), and (z) 11,920,107 shares of Parent Common Stock issued are available for purchase pursuant to outstanding warrants (the FirstFloor 1993 Stock Option Plan. The maximum number of shares that may be issued under the 1999 Employee Stock Purchase Plan is 750,000 shares of which as of October 31, 1999, 0 shares have been issued and 750,000 shares are reserved for issuance"PARENT WARRANTS"). Except as set forth in Section 3.2(a) of the immediately preceding sentence, there are no Parent Disclosure Schedule, between October 31, 1999 Stock Options outstanding under any Parent Option Plan and the date hereof, no shares of the Parent's capital stock have been issued other than pursuant Parent Common Stock subject to options already in existence on such first date issued under any Parent Option Plans, and between October 31, 1999 and the date hereof, no stock options have been granted. Warrant. (b) Except as set forth above, and as set forth in the Parent Disclosure Schedulethis Section 4.2, 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 convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of Parent, ; (iii) no options, preemptive options or other rights to acquire from Parent or any of its subsidiaries, and, except as described in the Parent SEC Reports (as defined below), no or obligations of Parent or any of its subsidiaries to issue, any capital stock, voting securities securities, or securities convertible into or exchangeable or exercisable for capital stock or other voting securities of Parent, and ; or (iv) no equity equivalent equivalents, interests in the ownership or earnings of the Company or its subsidiaries Parent, or other similar rights (collectively including stock appreciation rights) (collectively, "Parent SecuritiesPARENT SECURITIES"). Except as set forth in Section 3.2(a) 4.2 of the Parent Disclosure Schedule, 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. There Except as set forth in Section 4.2 of the Parent Disclosure Schedule, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Parent or any of its subsidiaries is a party or by to which it is bound relating to the voting or registration of any shares of capital stock of ParentParent (other than the applicable Voting Agreement). (bc) All of the outstanding capital stock of Parent's subsidiaries is owned by Parent is ownedParent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including including, without limitation, any restriction on the right to vote or sell the same same) except as may be provided as a matter of Applicable Law). Except as set forth in this Section 3.2(b) of the Parent Disclosure Schedule4.2, there are no (i) debt or equity securities of Parent or any of its subsidiaries convertible into or exchangeable or exercisable for, (ii) no options or (iii) except for the Parent Rights, other rights to acquire from Parent or any of its subsidiaries any capital stock or other ownership interests in or any other securities of any subsidiary of Parentsubsidiaries, and there exists no other contract, understanding, arrangement arrangement, or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectlyindirectly of, any capital stock or other ownership interests in, or any other securities of, any subsidiary of any such capital stockParent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem 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. (c) The Parent Shares constitute 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 the Parent consists of 150,000,000 of: (i) 117,000,000 shares of Parent Common Stock ("Parent Shares")Stock, of which, as of October 31June 1, 1999, 33,685,585 Parent Shares 35,054,730 shares were issued and outstandingoutstanding and 7,058,595 shares were held in treasury, and 15,000,000 (ii) 3,000,000 shares of preferred stockClass B Stock, par value $.01 per share ("Parent Class B Stock"), of the Company, of which, as of June 1, 1999, 351,733 shares were issued and outstanding and (iii) 10,000,000 shares of Preferred Stock, par value $.01 per share, none of which is outstandingwas outstanding as of June 1, 1999. All of the issued and outstanding shares of Parent Shares Common Stock and Parent Class B Stock have been validly issued issued, and are fully paid, nonassessable and free of preemptive rights. As of October 31June 1, 1999, approximately 14,715,000 (i) 3,832,500 shares of Parent Shares Common Stock were reserved for issuance and, as of October 31, 1999, approximately 6,670,342 were and issuable upon or otherwise deliverable in connection with the exercise of outstanding options granted by Parent to purchase shares of Parent Common Stock (the "Parent Stock Options") issued pursuant to the following Parent stock option plans listed in Section 4.2(a) of the Parent Disclosure Schedule (the "Parent Option Plans"): 1995 ), (ii) 351,733 shares of the Parent Common Stock Option Plan, 1997 Stock Option Plan. As of October 31, 1999. approximately 23,736 Parent Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise conversion of outstanding options to purchase shares of Parent Class B Stock and (iii) 4,000,000 shares of the Parent Common Stock issued pursuant to the FirstFloor 1993 Stock Option Plan. The maximum number of shares that may be issued under the 1999 Employee Stock Purchase Plan is 750,000 shares of which as of October 31, 1999, 0 shares have been issued and 750,000 shares are were reserved for issuance. Except as set forth issuance upon conversion of warrants described in Section 3.2(a4.2(a) of the Parent Disclosure Schedule. Since January 1, between October 31, 1999 and the date hereof1999, no shares of the Parent's capital stock have been issued other than pursuant to options the exercise of Parent Stock Options already in existence on such first date issued under Parent Option Plansand, and between October 31since March 10, 1999 and the date hereof1999, no stock options Parent Stock Options have been granted. Section 4.2(a) of the Parent Disclosure Schedule sets forth a complete and correct list of all holders of options to acquire shares of Parent Common Stock, including such person's name, the number of options (vested, unvested and total) held by such person, the remaining term for vesting of such options and the exercise price for each such option. Except as set forth above, and as set forth above in the Parent Disclosure Schedulethis Section 4.2(a), 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 or exercisable for shares of capital stock or other voting securities of Parent, (iii) no options, preemptive options or other rights to acquire from Parent or any of its subsidiaries, and, except as described in the Parent SEC Reports (as defined below), and 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 equivalent equivalents, or interests in the ownership or earnings earnings, of the Company Parent or its subsidiaries or other similar rights (collectively including stock appreciation rights) (collectively, "Parent Securities"). Except as set forth in Section 3.2(a) of the Parent Disclosure Schedule, as of the date hereof, there There are no outstanding rights or obligations of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There The Shares of Parent Common Stock and Parent Series A Preferred Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights and, with respect to the Parent Common Stock, when issued, be registered under the Securities Act and the Exchange Act and registered or exempt from registration under applicable state securities laws. Parent has reserved for issuance shares of Parent Common Stock, issuable upon conversion of shares of Parent Series A Preferred Stock. Except as set forth in Section 4.2(a) of the Parent Disclosure Schedule, there are no stockholder shareholder agreements, voting trusts or other agreements or understandings to which the Parent is a party or by to which it is bound relating to the voting or registration disposition of any shares of capital stock of Parent. (b) All of the outstanding capital stock of Parent's subsidiaries is owned by Parent is ownedParent, 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 Applicable Lawlaw). Except as set forth in Section 3.2(b) of the Parent Disclosure Schedule, there There are no (i) securities of Parent or any of its subsidiaries convertible into or exchangeable or exercisable for, (ii) no options or (iii) except for the Parent Rights, other rights to acquire from Parent or any of its subsidiaries any capital stock or other ownership interests in or any other securities of any subsidiary of Parentsubsidiaries, and there exists no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectlyindirectly of, any capital stock or other ownership interests in, or any other securities of, any subsidiary of any such capital stockParent. 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 Shares constitute 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 the Parent consists of 150,000,000 shares of Parent Common Stock ("Parent Shares"), of which, as of October 31, 1999, 33,685,585 Parent Shares were issued and outstanding, and 15,000,000 shares of preferred stockxxxxxxxxx xxxxx, none of xxxx xx which is outstanding. All of the outstanding Parent Shares have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of October 31, 1999, approximately 14,715,000 Parent Shares were reserved for issuance and, as of October 31, 1999, approximately 6,670,342 were issuable upon or otherwise deliverable in connection with the exercise of outstanding options to purchase Parent Common Stock issued pursuant to the following plans ("Parent Option Plans"): 1995 Stock Option Plan, 1997 Stock Option Plan. As of October 31, 1999. approximately 23,736 Parent Shares were issuable or otherwise deliverable in connection with the exercise of outstanding options to purchase Parent Common Stock issued pursuant to the FirstFloor 1993 Stock Option Plan. The maximum number of shares that may be issued under the 1999 Employee Stock Purchase Plan is 750,000 shares of which as of October 31, 1999, 0 shares have been issued and 750,000 shares are reserved for issuance. Except as set forth in Section 3.2(a) of the Parent Disclosure Schedule, between October 31, 1999 and the date hereof, no shares of the Parent's capital stock have been issued other than pursuant to options already in existence on such first date issued under Parent Option Plans, and between October 31, 1999 and the date hereof, no stock options have been granted. Except as set forth above, and as set forth in 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 any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other securities of Parent, (iii) no options, preemptive or other rights to acquire from Parent or any of its subsidiaries, and, except as described in the Parent SEC Reports (as defined below), 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 securities of Parent, and (iv) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Parent Securities"). Except as set forth in Section 3.2(a) of the Parent Disclosure Schedule, 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. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Parent is a party or by which it is bound relating to the voting or registration of any shares of capital stock of Parent. (b) All of the outstanding capital stock of Parent's subsidiaries owned by Parent is owned, 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 Applicable Law). Except as set forth in Section 3.2(b) of the Parent Disclosure Schedule, there are no (i) securities of Parent or any of its subsidiaries convertible into or exchangeable or exercisable for, (ii) options or (iii) except for the Parent Rights, other rights to acquire from Parent or any of its subsidiaries any capital stock or other ownership interests in or any other securities of any subsidiary of Parent, and there exists no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any such capital stock. 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 Shares constitute the only class of equity securities of Parent or its subsidiaries registered or required to be registered under the Exchange Act.