Common use of Capitalization of the Company and its Subsidiaries Clause in Contracts

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of: 100,000,000 shares of Company Common Stock, of which, as of December 31, 1997, 6,812,500 shares of Company Common Stock were issued and outstanding, and 2,000,000 shares of preferred stock, no par value per share, no shares of which are issued. All of the shares of Company Common Stock have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of December 31, 1997, approximately 909,500 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Plan. Since December 31, 1997, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options already in existence on such date, and, since December 31, 1997, no stock options have been granted. Except as set forth above, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its Subsidiaries, and no obligations of the Company or its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or its Subsidiaries or other similar rights (collectively, "Company Securities"). There are no outstanding obligations of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 shares of Company Common Stock, par value $.0001 per share (the "Common Stock"), of which, as of December 311, 19971998, 6,812,500 60,868,825 shares of Company Common Stock were issued and outstandingoutstanding and no shares were held in treasury, and 2,000,000 (ii) 500,000,000 shares of preferred stockClass A Common Stock, no par value $.0001 per Share (the "Class A Common Stock"; and collectively with the Common Stock, the "Company Common Stock"), of which, as of December 1, 1998, 28,941,950 shares were issued and outstanding and no shares were held in treasury and (iii) 50,000,000 shares of Preferred Stock, par value $.01 per share, no shares of which are issuedissued and outstanding. All of the issued and outstanding shares of Company Common Stock have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of December 311, 19971998, approximately 909,500 713,400 shares of Company Class A Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options granted by the Company to purchase shares of Class A Common Stock (the "Company Stock Options Options") issued pursuant to the Company Planstock option plans listed in Section 3.2(a) of the Company Disclosure Schedule. Since December 311, 19971998, no shares of the Company's capital stock have been issued other than pursuant to the exercise of Company Stock Options already in existence on such date, date and, since December 311, 19971998, no stock options Company Stock Options have been granted. Except as set forth aboveabove in this Section 3.2(a), as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its Subsidiaries subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its Subsidiariessubsidiaries, and no obligations of the Company or its Subsidiaries subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, or interests in the ownership or earnings earnings, of the Company or its Subsidiaries subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Company Securities"). There are no outstanding obligations of the Company or its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or to which it is bound relating to the voting of any shares of capital stock of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of: 100,000,000 20,000,000 shares of Company Common Stock, of which, as of December 31June 15, 19971998, 6,812,500 7,809,801 shares of Company Common Stock were issued and outstanding, and 2,000,000 shares of preferred stock, no par value $0.01 per share, no shares of which are issuedissued or outstanding. All of the shares of Company Common Stock have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of December 31June 15, 19971998, approximately 909,500 675,272 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company PlanOptions. Since December 31May 4, 19971998, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options already in existence on such date, and, since December 31May 4, 19971998, no stock options have been granted. Except as set forth above, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its Subsidiaries, and no obligations of the Company or its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or its Subsidiaries or other similar rights (collectively, "Company Securities"). There are no outstanding obligations of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities.