Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. (a) The authorized capital stock of the Parent consists of 550,000,000 shares of Parent Common Stock, par value $.10 per share, and 20,000,000 shares of preferred stock, no par value ("Parent Preferred Stock"). As of September 30, 1999, (i) 281,006,318 shares of Parent Common Stock were issued and outstanding (as of October 30, 1999, 280,651,942 shares of Parent Common Stock were issued and outstanding); (ii) 21,011,801 shares of Parent Common Stock were subject to outstanding options issued pursuant to Parent's 1986, 1988, 1996 and 1997 Stock Option Plans; and at least a like number of shares of Parent Common Stock were reserved for issuance in respect of such options; and (iii) 15,275,947 shares of Parent Common Stock were issued and held in the treasury of the Parent. As of the date hereof, no shares of Parent Preferred Stock are issued and outstanding. Since the Capitalization Date, there have been no (A) issuances of shares of Parent Common Stock, other than issuances pursuant to options outstanding on the Capitalization Date. All the outstanding shares of Parent Common Stock are, and all shares to be issued as part of the Merger Consideration will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above, and except as disclosed in the Parent SEC reports, (1) there are no shares of capital stock of Parent authorized, issued or outstanding, (2) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Parent, obligating Parent to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in Parent or securities convertible into or exchangeable for such shares or equity interests, or obligating Parent to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (3) there are no outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any capital stock of Parent. (b) Except as set forth in the Parent SEC Reports, all of the outstanding capital stock of Parent's subsidiaries (including, as of the Closing Date, Merger Sub) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), except for such failures to own that have not had, and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Capitalization of Parent. (a) The authorized capital stock of the Parent consists of 550,000,000 shares of Parent Common Stock, par value $.10 per share, and 20,000,000 shares of preferred stock, no par value ("Parent Preferred Stock"). As of September 30, 1999, (i) 281,006,318 shares of Parent Common Stock were issued and outstanding (as of October 30, 1999, 280,651,942 shares of Parent Common Stock were issued and outstanding); (ii) 21,011,801 shares of Parent Common Stock were subject to outstanding options issued pursuant to Parent's 1986, 1988, 1996 and 1997 Stock Option Plans; and at least a like number of shares of Parent Common Stock were reserved for issuance in respect of such options; and (iii) 15,275,947 shares of Parent Common Stock were issued and held in the treasury of the Parent. As of the date hereof, no the authorized capital stock of Parent consists of (i) 4,400,000,000 shares of common stock, $.01 par value, of which 4,000,000,000 are designated Parent Series A Stock and 400,000,000 shares are designated Parent Series B Stock and (ii) 50,000,000 shares of Parent Preferred Stock are issued and outstanding. Since Stock. (b) As of the Capitalization Dateclose of business on July 30, there have been no 2003, (A) issuances of 2,473,846,455 shares of Parent Common StockSeries A Stock and 211,818,776 shares of Parent Series B Stock (in each case net of shares held in treasury and shares held by Subsidiaries of Parent all of the common stock of which is beneficially owned by Parent) were issued and were outstanding, other than issuances pursuant to options outstanding on the Capitalization Date. and (B) no shares of preferred stock were issued and were outstanding. (c) All the outstanding shares of Parent Common Series A Stock are, and all shares to be issued as part of the Merger Consideration will be, when issued in accordance with the terms hereof, Parent Series B Stock are duly authorized, validly issued, fully paid and non-assessable. Except as set forth abovenonassessable, and except as no class of capital stock of Parent is entitled to preemptive rights. (d) As of the close of business on July 30, 2003, there were no options, warrants or other rights to acquire Parent Series A Stock (or securities convertible into or exercisable or exchangeable for Parent Series A Stock) from Parent, other than (i) the right of the holders of Parent Series B Stock to convert shares of Parent Series B Stock into Parent Series A Stock, pursuant to the Parent Charter, and (ii) options or other rights representing in the aggregate the right to purchase or otherwise acquire up to 77,418,789 shares of Parent Series A Stock (which includes 28,165,255 options that can be exercised for either Parent Series A Stock or Parent Series B Stock) and 28,165,255 shares of Parent Series B Stock (all of which are options that can be exercised for either Parent Series A Stock or Parent Series B Stock), pursuant to a Parent employee benefit plan or otherwise. All other material information about the capitalization of Parent has been disclosed in the Parent SEC reports, (1) there are no shares of capital stock of Parent authorized, issued or outstanding, (2) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Parent, obligating Parent to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in Parent or securities convertible into or exchangeable for such shares or equity interests, or obligating Parent to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (3) there are no outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any capital stock of ParentFilings. (b) Except as set forth in the Parent SEC Reports, all of the outstanding capital stock of Parent's subsidiaries (including, as of the Closing Date, Merger Sub) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), except for such failures to own that have not had, and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Capitalization of Parent. (a) The As of the date of this Agreement, the authorized capital stock of the Parent consists of 550,000,000 100,000,000 shares of Parent Common Stock and 3,000,000 shares of Preferred Stock, par value $.10 0.01 per share, and 20,000,000 shares of preferred stock, no par value share ("“Parent Preferred Stock"”). As At the close of September business on March 30, 19992007, (ia) 281,006,318 shares of Parent Common Stock were issued and outstanding (as of October 30, 1999, 280,651,942 53,003,966 shares of Parent Common Stock were issued and outstanding); , (iib) 21,011,801 shares of Parent Common Stock were subject to outstanding options issued pursuant to Parent's 1986, 1988, 1996 and 1997 Stock Option Plans; and at least a like number of shares of Parent Common Stock were reserved for issuance in respect of such options; and (iii) 15,275,947 shares of Parent Common Stock were issued and held in the treasury of the Parent. As of the date hereof, no shares of Parent Preferred Stock are were issued and outstandingoutstanding and (c) 52,000 shares of Parent Common Stock and no shares of Parent Preferred Stock were held in treasury by Parent or by subsidiaries of Parent. Since All of the Capitalization Date, there outstanding shares of capital stock of Parent have been no duly authorized and validly issued and are fully paid and nonassessable. As of the close of business on March 30, 2007, other than (Ai) issuances options to purchase 2,186,753 shares of Parent Common Stock issued pursuant to Parent Benefit Plans, (ii) 1,628,774 restricted shares of Parent Common Stock, other than issuances pursuant to options outstanding on the Capitalization Date. All the outstanding and (iii) 119,778 shares of Parent Common Stock areissuable in respect of restricted stock units and director deferred stock awards, (x) there are no options, warrants, rights, puts, calls, commitments or other contracts, arrangements or understandings issued by or binding upon Parent or any subsidiary of Parent requiring or providing for, and all (y) there are no outstanding debt or equity securities of Parent or any subsidiary of Parent which upon the conversion, exchange or exercise thereof would require or provide for the issuance by Parent or any subsidiary of Parent of any new or additional shares to of Parent Common Stock (or any other securities of Parent or any subsidiary of Parent) which, with or without notice, lapse of time and/or payment of monies, are or would be issued as part convertible into or exercisable or exchangeable for Parent Common Stock (or any other securities of the Merger Consideration will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and non-assessableParent or any subsidiary of Parent). Except as set forth above, and except as disclosed in on Section 3.3 of the Parent SEC reportsDisclosure Schedule, (1) there are no shares since March 30, 2007 through the date of capital stock this Agreement, neither Parent has nor any subsidiary of Parent authorized, thereof has issued or outstanding, (2) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Parent, obligating Parent to issue, transfer or sell or cause to be issued, transferred or sold any shares of its capital stock or other equity interest in Parent or any securities convertible into or exchangeable exercisable for such any shares of its capital stock or pursuant to the exercise or vesting of incentive equity interestsgrants or conversion of the securities described in clauses (i)-(iii) of the immediately preceding sentence. The shares of Parent Common Stock to be issued in the First Merger will, or obligating Parent upon issuance, be validly issued, fully paid, nonassessable, not subject to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitmentpreemptive rights, and (3) there are no outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any capital stock of Parent. (b) Except as set forth in the Parent SEC Reports, all of the outstanding capital stock of Parent's subsidiaries (including, as of the Closing Date, Merger Sub) is owned by Parent, directly or indirectly, free and clear of all security interests, liens, claims, pledges or other encumbrances of any Lien or any other limitation or restriction nature whatsoever (including any restriction on the right in each case to vote or sell the same, except as may be provided as which Parent is a matter of Lawparty), except for such failures to own that have not had, and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Capitalization of Parent. (a) The Parent’s authorized capital stock of the Parent consists of 550,000,000 102,000,000 shares of capital stock, of which: (i) 100,000,000 shares are designated as Parent Common Stock, of which, as of March 31, 2011, 54,644,401 shares were issued, 44,019,862 shares were outstanding and 10,650,847 were held by Parent as treasury shares; and (ii) 2,000,000 shares are designated as Series Preferred Stock, par value $.10 5.00 per share, and 20,000,000 shares of preferred stockwhich, as of March 31, 2011, no par value ("Parent Preferred Stock"). As of September 30, 1999, (i) 281,006,318 shares of Parent Common Stock were issued and outstanding (as of October 30, 1999, 280,651,942 shares of Parent Common Stock were issued and outstanding); (ii) 21,011,801 . All issued and outstanding shares of Parent Common Stock were subject to outstanding options issued pursuant to Parent's 1986capital stock (x) have been duly authorized and validly issued, 1988, 1996 (y) are fully paid and 1997 Stock Option Plans; non-assessable and at least a like number free of shares of Parent Common Stock were reserved for issuance in respect of such options; preemptive rights and Encumbrances and (iiiz) 15,275,947 shares of Parent Common Stock were issued in material compliance with all applicable federal and held state securities laws and in material compliance with all requirements binding on Parent set forth in applicable Contracts. From the treasury close of the Parent. As of business on March 31, 2011 to the date hereof, no shares of Parent Preferred Stock are issued and outstanding. Since the Capitalization Datethis Agreement, there have been no (A) issuances by Parent of shares of capital stock or voting securities, or other equity interests in, Parent Common Stock, other than issuances (i) the issuance of Parent Shares upon the exercise of outstanding options to purchase Parent Shares or (ii) otherwise pursuant to options outstanding on the Capitalization Date. All the outstanding shares of Parent Common Stock areincentive plans, and all shares to be issued as part of the Merger Consideration will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above, and except as employee benefits plans or other plans or Contracts disclosed in the Parent SEC reports, (1) there are no shares of capital stock of Parent authorized, issued or outstanding, (2) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Parent, obligating Parent to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in Parent or securities convertible into or exchangeable for such shares or equity interests, or obligating Parent to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (3) there are no outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any capital stock of ParentDocuments. (b) On June 30, 2010 there were outstanding options to purchase 820,655 Parent Shares. (c) Except (i) as set forth in the Parent SEC ReportsDocuments, all (ii) for any of the following which may occur as a result of the consummation of the transactions contemplated by this Agreement or (iii) for any of the following that have been issued, awarded or granted in the ordinary course of business under an incentive plan, employee benefits plan or other plan or Contract disclosed in the Parent SEC Documents since March 31, 2011, there are no (A) outstanding options, warrants, agreements, convertible or exchangeable securities or other commitments pursuant to which Parent is or may become obligated to issue, sell, transfer, purchase, return or redeem any securities of Parent, (B) securities of Parent reserved for issuance for any purpose, (C) agreements pursuant to which registration rights in the securities of Parent have been granted, (D) statutory preemptive rights or contractual rights of first refusal to which Parent is a party with respect to the capital stock, (E) stock appreciation rights, phantom stock or similar plans or rights pursuant to which Parent has any obligations, (F) voting trusts, proxies, or similar agreements to which Parent is a party with respect to the capital stock of Parent's subsidiaries Parent or (including, as G) to the Knowledge of the Closing Date, Merger Sub) is owned by Parent, directly or indirectly, free and clear limitations on voting rights (other than those described in clause (G) above) with respect to shares 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 for such failures to own that have not had, and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Capitalization of Parent. (ai) The authorized capital stock of the Parent consists of 550,000,000 (A) 110,000,000 shares of Parent Common Stock consisting of (1) 100,000,000 shares of Class A Common Stock, par value $.10 0.0001 per shareshare (“Parent Class A Common Stock”), and 20,000,000 (2) 10,000,000 shares of Class B Common Stock, par value $0.0001 per share (“Parent Class B Common Stock”) and (B) 1,000,000 shares of preferred stock, no par value $0.0001 per share ("“Parent Preferred Stock"”). As Subject to the Supplemental Financing, the issued and outstanding shares of September 30, 1999, Parent’s capital stock consist of (ix) 281,006,318 20,650,411 shares of Parent Class A Common Stock were issued and outstanding Stock, (as of October 30, 1999, 280,651,942 y) 5,000,000 shares of Parent Class B Common Stock were issued and outstanding); (ii) 21,011,801 shares of Parent Common Stock were subject to outstanding options issued pursuant to Parent's 1986, 1988, 1996 and 1997 Stock Option Plans; and at least a like number of shares of Parent Common Stock were reserved for issuance in respect of such options; and (iiiz) 15,275,947 shares of Parent Common Stock were issued and held in the treasury of the Parent. As of the date hereof, no 0 shares of Parent Preferred Stock are issued Stock. Except for the Supplemental Financing, and outstanding. Since those certain agreements set forth on Schedule 5.5(a)(i), no Parent Party is party to, and to the Capitalization Dateknowledge of Parent, there have been are no (A) issuances other voting trusts, proxies or other agreements or understandings with respect to the voting of the shares of the capital stock of Parent. At the Effective Time, each share of Parent Class B Common Stock will automatically convert into one share of Parent Class A Common Stock, other than issuances pursuant to options outstanding on the Capitalization Date. . (ii) All the outstanding shares of Parent Common Stock are, have been duly authorized and all shares to be issued as part of the Merger Consideration will be, when issued in accordance with the terms hereof, duly authorized, validly issued, are fully paid and non-assessableassessable and were issued in compliance with all applicable Laws and are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Organizational Documents of Parent or any Contract to which Parent is a party or otherwise bound. Except as All outstanding warrants of Parent have been duly authorized and validly issued, are fully paid and were issued in compliance with all applicable Laws and are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Organizational Documents of Parent or any Contract to which Parent is a party or otherwise bound. (iii) Other than (A) Parent Class B Common Stock, (B) the warrants of Parent set forth abovein Schedule 5.5(a)(iii), and except as disclosed in (C) the Parent SEC reportsSupplemental Financing, (1) there are no shares of capital stock of Parent authorized, issued or outstanding, (2) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions convertible or other exchangeable securities, “phantom” stock rights, agreementsstock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or commitments undertakings of any character relating kind to the issued which any Parent Party is a party or unissued capital stock by which any of the Parent, them is bound obligating any Parent Party to issue, transfer deliver or sell sell, or cause to be issued, transferred delivered or sold any sold, additional shares of capital stock of or other equity interest Equity Interests in any Parent or securities convertible into or exchangeable for such shares or equity interests, or obligating Parent to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (3) there are no outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any capital stock of ParentParty. (biv) Except as set forth in Each holder of any of the shares of Parent SEC Reports, Common Stock initially issued prior to Parent’s initial public offering (A) is obligated to vote all of such shares of Parent Common Stock in favor of adopting this Agreement and approving the outstanding capital stock Merger and (B) is not entitled to elect to redeem any of such shares of Parent Common Stock pursuant to Parent's subsidiaries (including’s certificate of incorporation, as of the Closing Date, Merger Sub) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), except for such failures to own that have not had, and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parentamended.

Capitalization of Parent. (a) The authorized capital stock of the Parent consists of 550,000,000 200,000,000 shares of Parent Common Stock, par value $.10 per share, Stock and 20,000,000 25,000,000 shares of preferred stock, no par value $.01 per share ("Parent Preferred StockPARENT PREFERRED STOCK"). As of September April 30, 1999, 1999 (i) 281,006,318 59,413,295 shares of Parent Common Stock were issued and outstanding (as of October 30, 1999, 280,651,942 shares of Parent Common Stock were are issued and outstanding); (ii) 21,011,801 2,111,482 shares of Parent Common Stock were subject to outstanding options issued pursuant to Parent's 19861998 Stock Incentive Plan (the "1998 STOCK INCENTIVE PLAN"), 1988, 1996 and 1997 Stock Option Plans; and at least a like number of 4,539,159 shares of Parent Common Stock were reserved for issuance in respect of such optionsunder the 1998 Stock Incentive Plan; and (iii) 15,275,947 4,877,625 shares of Parent Common Stock were issued and held in the treasury of the Parent. As of the date hereof, no shares of Parent Preferred Stock are issued and outstanding. Since the Capitalization Date, there have been no (A) issuances of outstanding and 297,066 shares of Parent Common Stock, other than issuances Preferred Stock are reserved for issuance upon exercise of the Parent Rights pursuant to options outstanding on the Capitalization DateParent Rights Agreement. All the outstanding shares of Parent Common Stock are, and all shares to be issued as part of the Common Merger Consideration will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above, and except as disclosed in for the transactions contemplated by this Agreement and Parent's obligations under the Parent SEC reportsRights Agreement, as of the date of this Agreement (1) there are no shares of capital stock or other voting securities of Parent authorized, issued or outstanding, (2) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock or other voting securities of the Parent, obligating Parent to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock stock, voting securities or other equity interest in Parent or securities convertible into or exchangeable for such shares or equity interests, or obligating Parent to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (3) there are no outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any capital stock of Parent. 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) Except as set forth in the Parent SEC Reports, all All of the outstanding capital stock of Parent's subsidiaries (including, as of including the Closing Date, Merger SubOperating Company) 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, except for such failures no options or other rights to own that have not hadacquire from Parent or its subsidiaries, and would no other contract, understanding, arrangement or obligation (whether or not be reasonably expected 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 haverepurchase, individually redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in the aggregate, a Material Adverse Effect on any subsidiary of Parent.

Capitalization of Parent. (a) The authorized capital stock of the Parent consists of 550,000,000 (a) 100,000,000 shares of Parent Common Stockcommon stock, par value $.10 0.0001 per share (the "PARENT COMMON STOCK"), of which not more than 1,850,000 shares will be, prior to the Effective Time, issued and outstanding, before taking into consideration the issuance of Parent Common Stock in the Private Placement, and (b) 20,000,000 shares of "blank check" preferred stock, par value $0.0001 per share, of which 300 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "PARENT SERIES A PREFERRED STOCK") pursuant to a Certificate of Designation substantially as set forth in Exhibit E hereto, of which no shares are issued and 20,000,000 outstanding prior to the date hereof, and following the Effective Date will be outstanding, a minimum of 100 Units and maximum of 240 Units (276 Units if the over-allotment is exercised) shares of preferred stockParent Series A Preferred Stock under the Private Placement following the Closing. Parent has no outstanding options, no par value ("Parent Preferred Stock"). As of September 30, 1999, (i) 281,006,318 rights or commitments to issue shares of Parent Common Stock were issued or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding (as of October 30, 1999, 280,651,942 securities convertible or exercisable into or exchangeable for shares of Parent Common Stock were issued and outstanding); (ii) 21,011,801 shares or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock were subject to outstanding options issued pursuant to Parent's 1986, 1988, 1996 and 1997 Stock Option Plans; and at least a like number affecting the nomination or election of shares of Parent Common Stock were reserved for issuance in respect of such options; and (iii) 15,275,947 shares of Parent Common Stock were issued and held in directors or the treasury exercise of the Parent. As of the date hereof, no shares of Parent Preferred Stock are issued and outstanding. Since the Capitalization Date, there have been no (A) issuances of shares voting rights of Parent Common Stock, other than issuances pursuant to options outstanding on the Capitalization Date. All the outstanding shares of the capital stock of Parent Common Stock are, are validly issued and all shares to be issued as part of the Merger Consideration will be, when issued in accordance with the terms hereof, duly authorized, validly issuedoutstanding, fully paid and non-assessable. Except as set forth abovenonassessable, and except as disclosed none of such shares have been issued in violation of the Parent SEC reports, (1) there are no shares of capital stock of Parent authorized, issued or outstanding, (2) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments rights of any character relating to the issued or unissued capital stock of the Parent, obligating Parent to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in Parent or securities convertible into or exchangeable for such shares or equity interests, or obligating Parent to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (3) there are no outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any capital stock of Parentperson. (b) Except as set forth in the Parent SEC Reports, all of the outstanding capital stock of Parent's subsidiaries (including, as of the Closing Date, Merger Sub) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), except for such failures to own that have not had, and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Capitalization of Parent. (a) The authorized capital stock of the Parent consists of 550,000,000 (i) 400,000,000 shares of Parent Common Stock, par value $.10 per share, Stock and 20,000,000 (ii) 40,000,000 shares of preferred stockstock of Parent. At the close of business on October 19, no par value ("Parent Preferred Stock"). As of September 30, 1999, 2012: (i) 281,006,318 122,191,977 shares of Parent Common Stock were issued and outstanding (as including 0 shares of October 30, 1999, 280,651,942 restricted stock); (ii) 33,116,559 shares of Parent Common Stock were issued and outstanding)held by Parent in its treasury; (iiiii) 21,011,801 shares of Parent Common Stock were subject to outstanding options issued pursuant to Parent's 1986, 1988, 1996 and 1997 Stock Option Plans; and at least a like number of 6,960,184 shares of Parent Common Stock were reserved for issuance in respect of such optionsoutstanding and future awards under Parent's equity incentive plans (the "Parent Stock Plans" and all options to purchase Parent Common Stock granted pursuant to the Parent Stock Plans, the "Parent Stock Options"); and (iiiiv) 15,275,947 shares of Parent Common Stock were issued and held in the treasury of the Parent. As of the date hereof, no shares of Parent Preferred Stock are Parent's preferred stock were issued and or outstanding. Since the Capitalization Date, there have been no (A) issuances of shares of Parent Common Stock, other than issuances pursuant to options outstanding on the Capitalization Date. All the outstanding shares of capital stock of Parent Common Stock are, and all shares to that may be issued as part of the Merger Consideration will be, when issued in accordance with the terms hereofissued, duly authorized, validly issued, fully paid and non-assessablenonassessable and not subject to or issued in violation of preemptive rights. Except as set forth aboveotherwise provided in this Section 3.2(c), and except as disclosed in the Parent SEC reports, (1) there are no not issued, reserved for issuance or outstanding (i) any shares of capital stock or other voting securities of Parent, (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent authorizedor any Parent Subsidiary, issued or outstanding, (2iii) there are no authorized or outstanding options, any warrants, calls, preemptive rights, subscriptions options or other rightsrights to acquire from Parent or any Parent Subsidiary any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent or any Parent Subsidiary. Except as otherwise provided in this Section 3.2(c), there are no outstanding obligations of Parent or any Parent Subsidiary to (i) issue, deliver or sell, or caused to be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent or any Parent Subsidiary or (ii) repurchase, redeem or otherwise acquire any such securities. Neither Parent nor any Parent Subsidiary is a party to any voting agreement with respect to the voting of any such securities. Except as otherwise provided in this Section 3.2(c), there are no agreements, arrangements or commitments of any character relating (contingent or otherwise) pursuant to the issued which any person is or unissued capital stock of the Parent, obligating Parent may be entitled to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in receive from Parent or securities convertible into a Parent Subsidiary any payment based on the revenues, earnings or exchangeable for such shares or equity interests, or obligating Parent to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (3) there are no outstanding contractual obligations financial performance of Parent to repurchase, redeem or otherwise acquire any capital stock of Parent. (b) Except as set forth in the Parent SEC Reports, all of the outstanding capital stock of Parent's subsidiaries (including, as of the Closing Date, Merger Sub) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation Parent Subsidiary or restriction (including any restriction on the right to vote assets or sell the same, except as may be provided as a matter of Law), except for such failures to own that have not had, and would not be reasonably expected to have, individually or calculated in the aggregate, a Material Adverse Effect on Parentaccordance therewith.

Capitalization of Parent. (a) The total authorized capital stock of the Parent consists of 550,000,000 shares of Parent Common Stock, par value $.10 per share, and 20,000,000 (i) 15,824,051 shares of preferred stock, no par value of which 10,824,051 shares are designated Series A Stock (the "Parent Preferred Stock"). As , 7,366,666 of September 30, 1999, (i) 281,006,318 which designated shares of Parent Common Stock were are issued and outstanding (as of October 30, 1999, 280,651,942 shares the date of Parent Common Stock were issued this Agreement; and outstanding); (ii) 21,011,801 40,000,000 shares of Parent Common Stock were subject to common stock, of which (A) 6,179,500 shares are issued and outstanding options issued pursuant to Parent's 1986on the date of this Agreement, 1988, 1996 and 1997 Stock Option Plans; and at least a like number of (B) 10,824,051 shares of Parent Common Stock were are reserved for issuance in respect upon conversion of such options; the Parent Preferred Stock, and (iiiC) 15,275,947 1,900,000 shares are reserved for grant or exercise of Parent Common Stock were issued and held in the treasury of options under the Parent's Stock Option and Incentive Plan and any other equity incentive plan for the benefit of Parent's employees. As of the date hereof, no shares of Parent Preferred Stock are issued and outstanding. Since the Capitalization Date, there have been no (A) issuances of shares of Parent Common Stock, other than issuances pursuant to options outstanding on the Capitalization Date. All the outstanding shares of Parent Common Stock are, and all shares to be issued as part of the Merger Consideration will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above, and except as disclosed in the Parent SEC reports, (1) there There are no shares of capital stock of Parent of any other class authorized, issued or outstanding. (b) Each outstanding share of Parent's capital stock is (i) duly authorized and validly issued and (ii) fully paid and nonassessable and free of (x) any preemptive or similar rights under the Delaware General Corporation Law and the Certificate of Incorporation and By-laws of Parent and (y) any other preemptive or similar rights. (c) Other than outstanding options to purchase Parent's common stock, there are, and, other than as set forth below, as of the Effective Time there will be, no outstanding (2i) there are no authorized securities convertible into or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of exchangeable for any character relating to the issued or unissued capital stock of the Parent, obligating Parent (ii) options, warrants or other rights to issue, transfer purchase or sell or cause subscribe to be issued, transferred or sold any shares of capital stock or other equity interest in of Parent or securities convertible into or exchangeable for such shares or equity interestscapital stock of Parent, or obligating (iii) contracts, commitments, agreements, understandings, rights (including registration rights), arrangements, calls or claims of any kind to which Parent is a party or is bound relating to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (3) there are no outstanding contractual obligations the issuance of Parent to repurchase, redeem or otherwise acquire any capital stock of Parent. Parent (bclauses (i) Except as set forth in the Parent SEC Reportsthrough (iv), together with all of the outstanding capital stock of Parent's subsidiaries (including, as collectively, the "Parent Securities"). The parties hereto understand and acknowledge that Parent may issue additional shares of its capital stock or securities convertible into shares of its capital stock between the Closing Date, Merger Sub) is owned by Parent, directly or indirectly, free date of this Agreement and clear of any Lien or any other limitation or restriction (including any restriction on the right Effective Time in connection with securing the necessary financing to vote or sell consummate the same, except as may be provided as a matter of Law), except for such failures to own that have not had, and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on ParentMerger.

Capitalization of Parent. (a) The entire authorized capital stock and other equity securities of Parent consists of: (i) 415,384,500 shares of common stock with a par value of $0.001 (the “Parent Common Stock”); (ii) 100,000,000 shares of preferred stock with a par value of $0.001 (the “Parent Preferred Stock”); (iii) options to purchase 19,000,000 shares of Parent Common Stock (the “Parent Options”); and (iv) warrants to purchase 5,000,000 shares of Parent Common Stock (the “Parent Warrants”). As of the date of this Agreement, there are: (i) 95,108,887 shares of Parent consists Common Stock issued and outstanding; (ii) one share of 550,000,000 Parent Preferred Stock, designated as a Series A Special Voting Share issued and outstanding; (iii) 18,248,674 Parent Options outstanding and unexercised; and (iv) 5,000,000 Parent Warrants outstanding and unexercised. In addition, there are 1,849,180 preferred shares of 6789722 Canada Inc., a subsidiary of Parent, which are exchangeable into 1,849,180 common shares of Parent (the “Exchangeable Shares”). All of the issued and outstanding shares of Parent Common Stock and Parent Preferred Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. Except for the Parent Common Stock, Parent Preferred Stock, Parent Options, Parent Warrants and Exchangeable Shares, there are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Parent to issue any additional shares of Parent Common Stock, par value $.10 per shareor any other securities convertible into, and 20,000,000 shares of preferred stockexchangeable for, no par value ("or evidencing the right to subscribe for or acquire from Parent Preferred Stock"). As of September 30, 1999, (i) 281,006,318 shares of Parent Common Stock were issued and outstanding (as of October 30, 1999, 280,651,942 shares of Parent Common Stock were issued and outstanding); (ii) 21,011,801 shares of Parent Common Stock were subject to outstanding options issued pursuant to Parent's 1986, 1988, 1996 and 1997 Stock Option Plans; and at least a like number of shares of Parent Common Stock were reserved for issuance in respect of such options; and (iii) 15,275,947 shares of Parent Common Stock were issued and held in the treasury of the Parent. As of the date hereof, no shares of Parent Preferred Stock are issued and outstanding. Since the Capitalization Date, there have been no (A) issuances of any shares of Parent Common Stock, other than issuances pursuant . There are no agreements purporting to options outstanding on restrict the Capitalization Date. All transfer of any of the issued and outstanding shares of Parent Common Stock areParent, and all shares to be issued as part no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of any of the Merger Consideration will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above, and except as disclosed in the Parent SEC reports, (1) there are no shares of capital stock of Parent authorized, issued or outstanding, (2) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Parent, obligating Parent to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in Parent or securities convertible into or exchangeable for such shares or equity interests, or obligating Parent to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (3) there are no outstanding contractual obligations of Parent to repurchase, redeem which Parent is a party or otherwise acquire any capital stock of Parentwhich Parent is aware. (b) Except as set forth in the Parent SEC Reports, all of the outstanding capital stock of Parent's subsidiaries (including, as of the Closing Date, Merger Sub) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), except for such failures to own that have not had, and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Capitalization of Parent. (a) The authorized capital stock of the Parent currently consists of 550,000,000 (a) 40,000,000 shares of Parent Common Stock, par value $.10 per shareof which 479,438 shares of Parent Common Stock are currently issued and outstanding, and 20,000,000 10,000,000 shares of preferred stock, no par value ("Parent Preferred Stock")$0.001 per share, without designation, of which none are currently issued and outstanding. As Immediately following the Effective Time, and without taking into account the issuance of September 30, 1999, (i) 281,006,318 14,619,883 shares of Parent Common Stock were issued and outstanding in the PIPE Financing (as defined below), the authorized capital stock of October 30, 1999, 280,651,942 Parent shall consist of 40,000,000 shares of Parent Common Stock were issued and outstanding); (ii) 21,011,801 of which not more than 479,438 shares of Parent Common Stock were subject to outstanding options will be issued pursuant to Parent's 1986and outstanding, 1988, 1996 and 1997 Stock Option Plans; and at least a like number before taking into consideration the issuance of 24,853,801 shares of Parent Common Stock were reserved pursuant to the Merger. Except for issuance in respect of such options; and (iii) 15,275,947 warrants to purchase 7,309,939 shares of Parent Common Stock were to be issued and held in the treasury of the Parent. As of the date hereof, no shares of Parent Preferred Stock are issued and outstanding. Since the Capitalization Date, there have been no (A) issuances of shares of Parent Common Stock, other than issuances pursuant to the PIPE Financing (as defined below) and except for Company options being assumed pursuant to this Agreement, Parent has no outstanding on the Capitalization Date. All the outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock areor any other Equity Security of Parent or Acquisition Corp., and all there are no outstanding securities convertible or exercisable into or exchangeable for shares to be issued as part of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. As of the Merger Consideration will bedate of this Agreement, when the holders of issued in accordance with and outstanding Parent Common Stock set forth on Appendix A hereto (the terms hereof"Parent Stockholders"), duly authorizedare all the holders of capital stock of the Parent, and there is no other person who holds or owns directly or indirectly, any Parent Common Stock, or other equity security of the Parent. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issuedissued and outstanding, fully paid and non-assessable. Except as set forth above, and except as disclosed none of such shares have been issued in violation of the Parent SEC reports, (1) there are no shares of capital stock of Parent authorized, issued or outstanding, (2) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments rights of any character relating to the issued or unissued capital stock of the Parent, obligating Parent to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in Parent or securities convertible into or exchangeable for such shares or equity interests, or obligating Parent to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (3) there are no outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any capital stock of Parentperson. (b) Except as set forth in the Parent SEC Reports, all of the outstanding capital stock of Parent's subsidiaries (including, as of the Closing Date, Merger Sub) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), except for such failures to own that have not had, and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Capitalization of Parent. (a) The authorized Immediately prior to the issuance of the Merger Consideration at Closing the capital stock of the Parent consists will consist of 550,000,000 110,196,726 shares of Parent Common Stock, $0.001 par value $.10 per sharevalue, issued and 20,000,000 outstanding and 0 shares of preferred stock, no par value ("Parent Preferred Stock"). As of September 30, 1999, (i) 281,006,318 shares of Parent Common Stock were issued and outstanding (as of October 30, 1999, 280,651,942 shares of Parent Common Stock were issued and outstanding); (ii) 21,011,801 shares of Parent Common Stock were subject to outstanding options issued pursuant to Parent's 1986, 1988, 1996 and 1997 Stock Option Plans; and at least a like number of shares of Parent Common Stock were reserved for issuance in respect of such options; and (iii) 15,275,947 shares of Parent Common Stock were issued and held in the treasury stock of the Parent. As of the date hereof, no shares of Parent Preferred Stock are $0.001 par value, issued and outstanding. Since the Capitalization Date, there have been no (A) issuances of shares of Parent Common Stock, other than issuances pursuant to options outstanding on the Capitalization Date. All the outstanding shares of capital stock of Parent Common Stock are, and all shares to which may be issued as part of the Merger Consideration pursuant to this Agreement will be, when issued in accordance with the terms hereofissued, duly authorized, validly issued, fully paid and non-assessablenonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except for the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote), and, except as set forth aboveon Schedule 4.06, and except as disclosed in the Parent SEC reports, (1) there are no shares of capital stock of Parent authorizedoutstanding securities, issued or outstanding, (2) there are no authorized or outstanding options, warrants, convertible notes or debentures, calls, preemptive rights, subscriptions or other rightscommitments, agreements, arrangements or commitments undertakings of any character relating kind to the issued which Parent is a party or unissued capital stock of the Parent, by which Parent is bound obligating Parent to issue, transfer deliver or sell sell, or cause to be issued, transferred delivered or sold any sold, additional shares of capital stock or other equity interest in securities of Parent or securities convertible into or exchangeable for such shares or equity interests, or obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, subscription or other right, commitment, agreement, arrangement or commitmentundertaking (collectively, and (3) there “Parent Equity Security Equivalents”). There are no outstanding contractual obligations obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent. (b) Parent or any of its subsidiaries. Except as set forth in Section 5.15 or Schedule 4.06, there are no agreements or arrangements pursuant to which Parent is or could be required to register shares of Parent Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of Parent SEC Reports, all of the outstanding capital stock with respect to securities of Parent's subsidiaries (including, as of the Closing Date, Merger Sub) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), except for such failures to own that have not had, and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Capitalization of Parent. (a) The authorized capital stock of the Parent consists solely of 550,000,000 5,000,000 shares of Parent Class A Common Stock, 6,000 shares of Class B Common Stock, par value $.10 .01 per shareshare (the “Class B Common Stock”) (of which 10 shares are designated as Class B Common Stock, Series B-1, 100 shares are designated as Class B Common Stock, Series B-2, and 20,000,000 5,000 shares are designated as Class B Common Stock, Series B-3), and 100,000 shares of preferred stockPreferred Stock, no par value $.01 per share ("Parent the “Preferred Stock"”). As Immediately after consummation of September 30the Demutualization, 1999the Private Placement and the Merger, (i) 281,006,318 shares of Parent Common Stock were there will be issued and outstanding (as of October 30, 1999, 280,651,942 3,561,662 shares of Parent Class A Common Stock, 204 shares (approximately) of Class B Common Stock were issued (of which 10 shares shall be designated as Class B Common Stock, Series B-1, 100 shares shall be designated as Class B Common Stock, Series B-2, and outstanding94 shares (approximately) shall be designated as Class B Common Stock, Series B-3); (ii) 21,011,801 shares of Parent Common Stock were subject to outstanding options issued pursuant to Parent's 1986, 1988, 1996 and 1997 Stock Option Plans; and at least a like number of shares of Parent Common Stock were reserved for issuance in respect of such options; and (iii) 15,275,947 shares of Parent Common Stock were issued and held in the treasury of the Parent. As of the date hereof, no shares of Parent Preferred Stock are issued and outstanding. Since Stock, the Capitalization Date, there have been no (A) issuances of shares of Parent Class A Common StockStock into which shares of ETC Common Stock will be converted as a consequence of the Merger, other than issuances pursuant to options outstanding on the Capitalization Date. All assuming there are no Dissenting Shares, will constitute 4.13% of the outstanding shares of Parent Class A Common Stock are, assuming the grant and exercise of all shares to be issued as part of the Merger Consideration will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid contemplated Parent and non-assessable. Except as set forth above, and except as disclosed in the Parent SEC reportsETC employee stock options, (1iii) there are will be no other outstanding shares of other capital stock or voting securities of Parent authorized, issued or outstandingParent, (2iv) except for employee stock options to acquire up to 438,338 shares of Class A Common Stock (some or all of which options may have been granted at that time), there are will be no authorized or outstanding optionssecurities, rights, subscriptions, warrants, callsoptions, preemptive rights, subscriptions “phantom” stock rights or other rights, agreements, arrangements Contractual Obligations of Parent or commitments of any character relating Sub that give the right to the issued purchase or unissued capital stock of the Parent, obligating Parent to issue, transfer otherwise receive or sell or cause to be issued, transferred or sold to receive payments based upon the price of, any shares of Class A Common Stock, Class B Common Stock, Preferred Stock or any other capital stock or other equity interest in Parent voting securities of Parent, or securities any security of any kind convertible into or exchangeable or exercisable for any shares of Class A Common Stock, Class B Common Stock, Preferred Stock or other capital stock or voting securities of Parent or for any such shares securities, rights, subscriptions, warrants, options, “phantom” stock rights or equity interestsother Contractual Obligations (“Parent Options”), and (v) there will be no outstanding securities, rights, subscriptions, puts, calls, options or other Contractual Obligations of Parent or Sub obligating Parent to grant, extend or enter into any such optionParent Option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (3) there are no outstanding contractual obligations of obligating Parent to repurchasegrant, redeem extend, accelerate the vesting of, change the price of, or otherwise acquire amend or enter into any capital stock of Parent. (b) Except Parent Option, except as set forth provided in the Parent SEC Reports, all Section 3.3. All of the outstanding capital stock shares of Parent's subsidiaries (including, Class A Common Stock into which shares of ETC Common Stock are converted as a consequence of the Closing DateMerger will be duly authorized, Merger Sub) is owned by Parentvalidly issued, directly or indirectlyfully paid and nonassessable and, at the Effective Time, will be free and clear of any Lien all Liens, and will not be subject to preemptive rights, stock repurchase rights or rights of first refusal created by statute, the Certificate of Incorporation or Constitution (also serving as the bylaws) of Parent or any other limitation agreement to which Parent is a party or restriction (including by which any restriction on the right to vote of its assets or sell the same, except as may be provided as a matter of Law), except for such failures to own that have not had, and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parentproperties is bound.

Capitalization of Parent. (a) The authorized capital stock of the Parent consists of 550,000,000 (i) 400,000,000 shares of Parent Common Stock, par value $.10 per share, Stock and 20,000,000 (ii) 40,000,000 shares of preferred stockstock of Parent. At the close of business on October 19, no par value ("Parent Preferred Stock"). As of September 30, 1999, 2012: (i) 281,006,318 122,191,977 shares of Parent Common Stock were issued and outstanding (as including 0 shares of October 30, 1999, 280,651,942 restricted stock); (ii) 33,116,559 shares of Parent Common Stock were issued and outstanding)held by Parent in its treasury; (iiiii) 21,011,801 shares of Parent Common Stock were subject to outstanding options issued pursuant to Parent's 1986, 1988, 1996 and 1997 Stock Option Plans; and at least a like number of 6,960,184 shares of Parent Common Stock were reserved for issuance in respect of such optionsoutstanding and future awards under Parent’s equity incentive plans (the “Parent Stock Plans” and all options to purchase Parent Common Stock granted pursuant to the Parent Stock Plans, the “Parent Stock Options”); and (iiiiv) 15,275,947 shares of Parent Common Stock were issued and held in the treasury of the Parent. As of the date hereof, no shares of Parent Preferred Stock are Parent’s preferred stock were issued and or outstanding. Since the Capitalization Date, there have been no (A) issuances of shares of Parent Common Stock, other than issuances pursuant to options outstanding on the Capitalization Date. All the outstanding shares of capital stock of Parent Common Stock are, and all shares to that may be issued as part of the Merger Consideration will be, when issued in accordance with the terms hereofissued, duly authorized, validly issued, fully paid and non-assessablenonassessable and not subject to or issued in violation of preemptive rights. Except as set forth aboveotherwise provided in this Section 3.2(c), and except as disclosed in the Parent SEC reports, (1) there are no shares of capital stock of Parent authorizednot issued, issued or outstanding, (2) there are no authorized reserved for issuance or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Parent, obligating Parent to issue, transfer or sell or cause to be issued, transferred or sold (i) any shares of capital stock or other equity interest in voting securities of Parent, (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent or any Parent Subsidiary, or (iii) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary any capital stock, voting securities or securities convertible into or exchangeable or exercisable for such shares capital stock or equity interestsvoting securities of Parent or any Parent Subsidiary. Except as otherwise provided in this Section 3.2(c), or obligating Parent to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (3) there are no outstanding contractual obligations of Parent or any Parent Subsidiary to (i) issue, deliver or sell, or caused to be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent or any Parent Subsidiary or (ii) repurchase, redeem or otherwise acquire any capital stock such securities. Neither Parent nor any Parent Subsidiary is a party to any voting agreement with respect to the voting of Parent. (b) any such securities. Except as set forth otherwise provided in the Parent SEC Reports, all of the outstanding capital stock of Parent's subsidiaries (including, as of the Closing Date, Merger Sub) is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), except for such failures to own that have not had, and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.this