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

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "Shares"), of which, as of September 30, 2000, 5,681,156 Shares were issued and outstanding, and 15,510 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessable, and free of preemptive rights granted by the Company. As of September 30, 2000, (i) 1,515,338 were reserved for issuance upon the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company.

Capitalization of the Company and its Subsidiaries. The Company's authorized capital stock consists solely of (a) The authorized stock of the Company consists of 14,984,490 20,000,000 shares of Class A common stock, $0.05 par value $.01 per share (the "SharesCompany Common Stock"), and (b) 10,000,000 shares of whichpreferred stock, as $1.00 par value per share ("Company Preferred Stock"). As of September 30October 31, 20001997, 5,681,156 Shares (i) 3,891,981 shares of Company Common Stock were issued and outstanding, and 15,510 (ii) 201,385 shares of Series A-1 convertible preferred stockCompany Common Stock were issuable upon the exercise of outstanding options, par value $.01 per share (an additional 230,749 shares of Company Common Stock were issuable upon the "Convertible Preferred Stock"), exercise of which, as of September 30, 2000, 14,511 shares were outstanding. All of the options that are not currently outstanding Shares have been validly issued and but are fully paid and nonassessable, and free of preemptive rights granted by the Company. As of September 30, 2000, (i) 1,515,338 were reserved for issuance upon the designation of optionees by the Board of Directors of the Company and 154,175 shares of Company Common Stock were issuable upon the exercise or conversion of outstanding Company Stock Options issued pursuant to warrants or convertible securities granted or issuable (on a contingent basis or otherwise) by the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred StockCompany, and (iii) 123,370 Shares no shares of Company Preferred Stock were reserved for issuance upon the exercise of the outstanding Warrantsissued and outstanding. Except Since October 31, 1997, except as set forth disclosed in Section 3.2(a) 4.4 of the Company Disclosure Schedule, since September 30, 2000, no the Company has not issued any shares of its capital stock except upon the Company's exercise of such options, warrants or convertible securities. Each outstanding share of capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above each Subsidiary is duly authorized and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are validly issued, reserved for issuance, or outstanding (i) no shares fully paid and nonassessable and free of stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities")preemptive rights. As of the date hereof, except other than as set forth above, in the Company SEC Documents (as defined in Section 3.2(a4.7) of or in Section 4.4 to the Company Disclosure Schedule, there are no outstanding obligations shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by the Company or either Subsidiary of any securities of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Companyeither Subsidiary, nor are there outstanding any pre-emptive rights granted by the Company with respect to securities which are convertible into or exchangeable for any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) shares of capital stock of the Company Disclosure Schedule, registration or either Subsidiary; and neither the Company nor either Subsidiary has any obligation of any shares of stock kind to issue any additional securities or to pay for securities of the CompanyCompany or either Subsidiary or any predecessor. The Company has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Company Common Stock.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 (i) 60,000,000 shares of Class A common stock, par value $.01 per share (the "Shares"), of which, as of September 30, 2000, 5,681,156 Shares were issued and outstandingCompany Common Stock, and 15,510 (ii) 5,000,000 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 which 500,000 shares were outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessable, and free of preemptive rights granted by the Companydesignated Series A Preferred Stock. As of September 30December 17, 20001999 (the "Capitalization Date"), (i) 1,515,338 22,355,201 shares of Company Common Stock were issued and outstanding; (ii) 3,720,444 shares of Company Common Stock were subject to outstanding options issued pursuant to the Company Option Plans (with an average weighted exercise price of $12.76), options with respect to an additional 539,384 shares of Company Common Stock were authorized, but not yet issued and 4,259,828 shares, in the aggregate, were reserved for issuance upon exercise of such outstanding options and such authorized, but not yet issued, options; (iii) no shares of Company Common Stock were issued and held in the treasury of the Company; and (iv) no shares of Preferred Stock were issued and outstanding. All the outstanding Shares are, and the exercise of outstanding options described in the second sentence of this Section 3.2 will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except as set forth in Section 3.2 of the Company Disclosure Schedule, since the Capitalization Date, there have been no issuances of shares of the capital stock or other securities of the Company and of options, warrants and rights with respect to shares of Company Common Stock Options issued or other securities of the Company, other than issuances of shares of Company Common Stock pursuant to options outstanding on the Capitalization Date as fully reflected on Section 3.2 of the Company Disclosure Schedule. Except as set forth in Section 3.2 of the Company Disclosure Schedule, and except as set forth above and except for the Company's obligations under the Rights Agreement, dated as of October 5, 1998 (the "Company Rights Agreement"), between the Company and State Street Bank and Trust Company, as rights agent, and except for the transactions contemplated by this Agreement and the Option Plans and Agreement, (1) there are no shares of capital stock of the Company 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 (whether or not conditional) relating to the issued or unissued capital stock option plansof the Company or any of its subsidiaries, or agreements to which obligating the Company or any of its subsidiaries is a partyto issue, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stocktransfer or sell or cause to be issued, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no transferred or sold any shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of equity interest in the Company or any of its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock such shares or voting securities equity interests, or obligating the Company or any of the Companyits subsidiaries to grant, (iv) no bondsextend or enter into any such option, debentureswarrant, notes call, subscription or other indebtedness right, agreement, arrangement or commitment and (3) there are no outstanding contractual obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts shares or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) capital stock of the Company Disclosure Scheduleor any of its subsidiaries, registration or to make any payments based on the market price or value of any shares of or other capital stock of the CompanyCompany or any of its subsidiaries, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any subsidiary or any other entity other than loans to subsidiaries in the ordinary course of business.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 (i) 100,000,000 shares of Class A common preferred stock, $0.01 par value $.01 per share share, 1,000,000 shares of which are designated Series A Junior Participating Preferred (the "SharesSeries A Preferred Stock"), none of which, as of September 30, 2000, 5,681,156 Shares were which are issued and outstanding, and 15,510 99,000,000 shares of Series A-1 convertible which are blank check preferred stock without designation, none of which are issued and outstanding; and (ii) 100,000,000 shares of common stock, $0.01 par value $.01 per share (the "Convertible Preferred share, 33,333,333 shares of which are designated as Class A Common Stock"), 11,418,499 of which, which are issued and outstanding as of September 30April 8, 20002002, 14,511 and 66,666,667 shares were outstandingof which are designated as Class B Common Stock, 21,075,263 of which are issued and outstanding as of April 8, 2002. All of the outstanding Shares shares of Company Common Stock have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30April 8, 20002002, (i) 1,515,338 56,680 shares of Class A Common Stock and 184,643 shares of Class B Common Stock were reserved for issuance upon the exercise of pursuant to outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option PlansOptions. Except as set forth above and or as set forth in Section 3.2(a) 3.2 of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or were 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, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, 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, Company and (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). Section 3.2 of the Company Disclosure Schedule identifies, as of April 8, 2002, the holder of each outstanding Company Stock Option issued pursuant to the Stock Option Plan, the number of shares of Company Common Stock issuable upon the exercise of each Company Stock Option and the exercise price and expiration date thereof and except as set forth in Section 3.2 of the Company Disclosure Schedule no options currently outstanding have been granted other than pursuant to the Stock Option Plan. As of the date hereof, except as set forth in Section 3.2(a) 3.2 of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal Except as set forth in Section 3.2 of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this AgreementDisclosure Schedule, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. Since April 8, 2002, there have been no issuances of the Company's capital stock other than issuances pursuant to outstanding Company Stock Options.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 (i) 100,000,000 shares of Class A common preferred stock, $0.01 par value $.01 per share share, 1,000,000 shares of which are designated Series A Junior Participating Preferred (the "Shares"“Series A Preferred Stock”), none of which, as of September 30, 2000, 5,681,156 Shares were which are issued and outstanding, and 15,510 99,000,000 shares of Series A-1 convertible which are blank check preferred stock without designation, none of which are issued and outstanding; and (ii) 100,000,000 shares of common stock, $0.01 par value $.01 per share (the "Convertible Preferred share, 33,333,333 shares of which are designated as Class A Common Stock"), 11,418,499 of which, which are issued and outstanding as of September 30April 8,2002, 2000and 66,666,667 shares of which are designated as Class B Common Stock, 14,511 shares were outstanding21,075,263 of which are issued and outstanding as of April 8, 2002. All of the outstanding Shares theoutstanding shares of Company Common Stock have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30April 8, 20002002, (i) 1,515,338 were 56,680 shares of Class A Common Stock and 184,643 shares of Class B Common Stockwere reserved for issuance upon the exercise of pursuant to outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, Options. Exceptas set forth above or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) 3.2 of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure ScheduleDisclosureSchedule, as of the date hereof, there are issued, reserved for issuance, or were 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, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, 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, Company and (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership theownership or earnings of the Company or its subsidiaries or other similar rights (collectively "“Company Securities"”). Section 3.2 of the Company Disclosure Schedule identifies, as ofApril 8, 2002, the holder of each outstanding Company Stock Option issued pursuant to the Stock Option Plan, the number of shares of Company Common Stock issuable upon the exercise of each Company Stock Option and the exercise price and expiration date thereof and except as set forth in Section 3.2 of theCompany Disclosure Schedule no options currently outstanding have been grantedother than pursuant to the Stock Option Plan. As of the date hereof, except as set asset forth in Section 3.2(a) 3.2 of the Company Disclosure Schedule, there are no outstanding nooutstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by Except as set forth in Section 3.2of the Company with respect to any Shares. Other than this AgreementDisclosure Schedule, there are no stockholder agreements, voting trusts votingtrusts or other agreements or understandings to which the Company is a party or by orby which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of ofcapital stock of the Company. Since April 8, 2002, there have been no issuancesof the Company’s capital stock other than issuances pursuant to outstandingCompany Stock Options.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 of: (i) 30,000,000 shares of Class A common stockCompany Common Stock, of which, as of December 31, 1997, 7,358,817 shares were issued and outstanding and 1,099,500 shares were held in treasury and (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share (the "Shares")share, of which, as of September 30, 2000, 5,681,156 Shares were issued and outstanding, and 15,510 24,060 shares of Redeemable Preferred Stock -- Series A-1 convertible preferred stockA, par value $.01 1.00 per share (the "Convertible and 21,940 shares of Redeemable Preferred Stock")Stock -- Series B, par value $1.00 per share, no shares of which, as of September 30, 2000, 14,511 shares which were issued and outstanding. All of the issued and outstanding Shares shares of Company Common Stock have been validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30December 31, 20001997, (i) 1,515,338 842,500 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 Stock Option Plans and other stock option plansPlans. Since December 31, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 20001997, no shares of the Company's capital stock have been issued other than pursuant to Company Stock the exercise of Options or other stock-based employee benefit plans of the Company and already in existence on such date and, since December 31, 1997, no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in this Section 3.2(a) of the Company Disclosure Schedule), as of the date hereof, there are issued, reserved for issuance, or 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 andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively including stock appreciation rights) (collectively, "Company Securities"). As There are no outstanding obligations of the date hereofCompany or its subsidiaries to repurchase, except redeem or otherwise acquire any Company Securities. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted Schedule and except as contemplated by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by to which it is bound relating to the voting or, except of any shares of capital stock of the Company. (b) Except as set forth in Section 3.2(a3.2(b) of the Company Disclosure Schedule, registration all of any shares of the outstanding capital stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly of, any capital stock or other ownership interests in, or any other securities of, any subsidiary of the Company. There are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. Section 3.3.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 of: (i) 30,000,000 shares of Class A common stockCompany Common Stock, of which, as of December 31, 1997, 7,358,817 shares were issued and outstanding and 1,099,500 shares were held in treasury and (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share (the "Shares")share, of which, as of September 30, 2000, 5,681,156 Shares were issued and outstanding, and 15,510 24,060 shares of Redeemable Preferred Stock - Series A-1 convertible preferred stockA, par value $.01 1.00 per share (the "Convertible and 21,940 shares of Redeemable Preferred Stock")Stock - Series B, par value $1.00 per share, no shares of which, as of September 30, 2000, 14,511 shares which were issued and outstanding. All of the issued and outstanding Shares shares of Company Common Stock have been validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30December 31, 20001997, (i) 1,515,338 842,500 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 Stock Option Plans and other stock option plansPlans. Since December 31, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 20001997, no shares of the Company's capital stock have been issued other than pursuant to Company Stock the exercise of Options or other stock-based employee benefit plans of the Company and already in existence on such date and, since December 31, 1997, no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in this Section 3.2(a) of the Company Disclosure Schedule), as of the date hereof, there are issued, reserved for issuance, or 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 andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively including stock appreciation rights) (collectively, "Company Securities"). As There are no outstanding obligations of the date hereofCompany or its subsidiaries to repurchase, except redeem or otherwise acquire any Company Securities. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted Schedule and except as contemplated by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by to which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration 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 14,984,490 of: (i) 100,000,000 shares of Class A common stockCommon Stock, par value $.01 .0001 per share (the "SharesCOMMON STOCK"), of which, as of September 30December 1, 20001998, 5,681,156 Shares 60,868,825 shares were issued and outstandingoutstanding and no shares were held in treasury, and 15,510 (ii) 500,000,000 shares of Series A-1 convertible preferred stockClass A Common Stock, par value $.01 .0001 per share Share (the "Convertible Preferred CLASS A COMMON STOCK"; and collectively with the Common Stock, the "COMPANY COMMON STOCK"), of which, as of September 30December 1, 20001998, 14,511 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 issued and outstanding. All of the issued and outstanding Shares shares of Company Common Stock have been validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30December 1, 20001998, (i) 1,515,338 713,400 shares of 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 Options (the "COMPANY STOCK OPTIONS") issued pursuant to the Option Plans and other Company stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth plans listed in Section 3.2(a) of the Company Disclosure Schedule. Since December 1, since September 30, 20001998, no shares of the Company's capital stock have been issued other than pursuant to the exercise of Company Stock Options or other stock-based employee benefit plans of the already in existence on such date and, since December 1, 1998, no Company and no options to acquire Shares Stock Options have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in this Section 3.2(a) of the Company Disclosure Schedule), as of the date hereof, there are issued, reserved for issuance, or 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 andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible intoequity equivalents, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings earnings, of the Company or its subsidiaries or other similar rights (collectively including stock appreciation rights) (collectively, "Company SecuritiesCOMPANY SECURITIES"). As There are no outstanding obligations of the date hereofCompany or its subsidiaries to repurchase, except redeem or otherwise acquire any Company Securities. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by to which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of capital stock of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of 14,984,490 of: (i) 240,000,000 shares of Class A common stockCompany Common Stock, of which 56,465,838 shares are issued and outstanding as of the date hereof and 2,105,372 shares are held by the Company in treasury, and (ii) 2,000,000 shares of Preferred Stock, par value $.01 per share (the "Shares")share, of whichwhich 100,000 shares are designated as Series A Junior Participating Preferred Stock, as of September 30, 2000, 5,681,156 Shares were issued and outstanding, and 15,510 no shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the issued and outstanding Shares have been validly issued issued, and are duly authorized, fully paid and nonassessablepaid, non-assessable and free of preemptive rights granted by the Companyrights. As of September 30the date hereof, 2000, (i) 1,515,338 were 7,092,273 Shares are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 4,326,757 Shares were are reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of 4 1/4% Convertible Subordinated Notes due 2007 (the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans"4 1/4% Notes"). Except as set forth above and in Section 3.2(a) of except for the Option Agreement, the 4 1/4% Notes and the Company Disclosure ScheduleRights Agreement (as hereinafter defined), as of the date hereof, there are issued, reserved for issuance, or no outstanding (i) no shares of stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, ; (iii) no options or other rights to acquire from the Company or any of its subsidiaries andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or any of its subsidiaries to issue issue, any stock, voting securities securities, or securities convertible into or exchangeable for stock or voting securities of the Company, ; or (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries Company, or other similar rights (collectively including stock appreciation rights) (collectively, "Company Securities"). As of Except for the date hereof, except as set forth in Section 3.2(a) of Option Agreement and the Company Disclosure Schedule4 1/4% Notes, there are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or by to which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of capital stock of the CompanyCompany (other than the Voting Agreement).

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "i) 120 million Shares"), of which, as of September November 30, 2000, 5,681,156 45,518,647 Shares were issued and outstanding, excluding 2,734,083 Shares held in the Company's treasury, (each together with a Share purchase right (the "Rights") issued pursuant to the Stockholder Rights Plan dated as of August 17, 1994 (the "Rights Plan") between the Company and 15,510 The Bank of New York, as Rights Agent), (ii) 22 million shares of Series A-1 convertible preferred stock, par value $.01 5.00 per share (the "Convertible Preferred Stock")share, of which, as of September November 30, 2000, 14,511 410,643 shares of Series B $2 Cumulative Preferred Stock were issued and outstanding and 150,000 shares were designated as Series A Participating Preferred Stock and were reserved for issuance under the Rights Plan and (iii) 8 million shares of preference stock, par value $2.50 per share, no shares of which are outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September November 30, 2000, (i) 1,515,338 were reserved for issuance upon the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 5,194,720 Shares were reserved for issuance upon pursuant to outstanding Company Stock Options. Between August 1, 2000 and the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000date hereof, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of already in existence on such date, and between August 1, 2000 and the Company and date hereof no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of except for the Company Disclosure ScheduleRights, as of the date hereofNovember 30, 2000, there are issued, reserved for issuance, or were 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, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, 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, Company and (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, repurchase redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration 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 14,984,490 of: 20,000,000 shares of Class A common stock, par value $.01 per share (the "Shares"), of which, as of September 30, 2000, 5,681,156 Shares were issued Common Stock and outstanding, and 15,510 1,000,000 shares of Series A-1 convertible preferred stock, par value $.01 .001 per share (the "Convertible Preferred Stock"). As of November 6, 1998, 5,182,973 Common Shares were issued and outstanding and no shares of which, as of September 30, 2000, 14,511 shares the Preferred Stock were outstanding. All of the outstanding Common Shares have been validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30November 6, 20001998, a total of 999,906 Common Shares are reserved for issuance pursuant to outstanding Options under the Stock Plans, of which (i) 1,515,338 were 65,320 Common Shares are reserved for issuance pursuant to outstanding Stock Options under the Company's 1991 Stock Option Plan, (ii) 475,032 Common Shares are reserved for issuance pursuant to outstanding Stock Options under the Company's 1995 Stock Option Plan, (iii) 454,554 Common Shares are reserved for issuance pursuant to outstanding Stock Options under the Company's 1997 Stock Option Plan, (iv) 5,000 Common Shares are reserved for issuance pursuant to outstanding Stock Options under the Company's 1997 Director Plan, and (v) assuming that the Option Cancellation Time were to occur on or about November 6, 1999, approximately 1,900 Common Shares would have been issuable upon the exercise of outstanding Company Purchase Plan Options under the Employee Stock Options issued pursuant to the Option Plans and other stock option plansPurchase Plan at a price of $12.86 per Common Share. Since November 6, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 20001998, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company already in existence on such date and no options to acquire Shares Options have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of except for the Company Disclosure ScheduleRights to, as of among other things, purchase Series A Participating Preferred Stock issued pursuant to the date hereofRights Agreement, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of 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 any of its subsidiaries andSubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or any of its subsidiaries Subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or any of its subsidiaries Subsidiaries or other similar rights (collectively collectively, "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of 14,984,490 of: (i) 240,000,000 shares of Class A common stockCompany Common Stock, of which 56,465,838 shares are issued and outstanding as of the date hereof and 2,105,372 shares are held by the Company in treasury, and (ii) 2,000,000 shares of Preferred Stock, par value $.01 per share (the "Shares")share, of whichwhich 100,000 shares are designated as Series A Junior Participating Preferred Stock, as of September 30, 2000, 5,681,156 Shares were issued and outstanding, and 15,510 no shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the issued and outstanding Shares have been validly issued issued, and are duly authorized, fully paid and nonassessablepaid, non-assessable and free of preemptive rights granted by the Companyrights. As of September 30the date hereof, 2000, (i) 1,515,338 were 7,092,273 Shares are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 4,326,757 Shares were are reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock4-based employee benefit plans of 1/4% Convertible Subordinated Notes due 2007 (the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans"4-1/4% NOTES"). Except as set forth above and in Section 3.2(a) of except for the Option Agreement, the 4-1/4% Notes and the Company Disclosure ScheduleRights Agreement (as hereinafter defined), as of the date hereof, there are issued, reserved for issuance, or no outstanding (i) no shares of stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, ; (iii) no options or other rights to acquire from the Company or any of its subsidiaries andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or any of its subsidiaries to issue issue, any stock, voting securities securities, or securities convertible into or exchangeable for stock or voting securities of the Company, ; or (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries Company, or other similar rights (collectively including stock appreciation rights) (collectively, "Company SecuritiesCOMPANY SECURITIES"). As of Except for the date hereof, except as set forth in Section 3.2(a) of Option Agreement and the Company Disclosure Schedule4-1/4% Notes, there are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or by to which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of capital stock of the CompanyCompany (other than the Voting Agreement).

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 of: 20,000,000 shares of Class A common stock, par value $.01 per share (the "Shares"), of which, as of September 30, 2000, 5,681,156 Shares were issued Common Stock and outstanding, and 15,510 1,000,000 shares of Series A-1 convertible preferred stock, par value $.01 .001 per share (the "Convertible Preferred StockPREFERRED STOCK"). As of November 6, 1998, 5,182,973 Common Shares were issued and outstanding and no shares of which, as of September 30, 2000, 14,511 shares the Preferred Stock were outstanding. All of the outstanding Common Shares have been validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30November 6, 20001998, a total of 999,906 Common Shares are reserved for issuance pursuant to outstanding Options under the Stock Plans, of which (i) 1,515,338 were 65,320 Common Shares are reserved for issuance pursuant to outstanding Stock Options under the Company's 1991 Stock Option Plan, (ii) 475,032 Common Shares are reserved for issuance pursuant to outstanding Stock Options under the Company's 1995 Stock Option Plan, (iii) 454,554 Common Shares are reserved for issuance pursuant to outstanding Stock Options under the Company's 1997 Stock Option Plan, (iv) 5,000 Common Shares are reserved for issuance pursuant to outstanding Stock Options under the Company's 1997 Director Plan, and (v) assuming that the Option Cancellation Time were to occur on or about November 6, 1999, approximately 1,900 Common Shares would have been issuable upon the exercise of outstanding Company Purchase Plan Options under the Employee Stock Options issued pursuant to the Option Plans and other stock option plansPurchase Plan at a price of $12.86 per Common Share. Since November 6, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 20001998, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company already in existence on such date and no options to acquire Shares Options have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of except for the Company Disclosure ScheduleRights to, as of among other things, purchase Series A Participating Preferred Stock issued pursuant to the date hereofRights Agreement, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of 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 any of its subsidiaries andSubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or any of its subsidiaries Subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or any of its subsidiaries Subsidiaries or other similar rights (collectively collectively, "Company SecuritiesCOMPANY SECURITIES"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company.