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 (i) 40,000,000 shares of Common Stock, of which, as of the date hereof, 5,243,956 shares were issued and outstanding (excluding shares held as treasury shares), and 194,884 shares of Common Stock are held as treasury shares and (ii) 5,000,000 shares of preferred stock, no shares of which are issued or outstanding. All of the Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of the date hereof, (i) 580,555 shares of Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding Stock Options 12 17 and (ii) 34,000 shares of Common Stock are issuable under the 1997 Stock Plan pursuant to Section 2.11(d). Section 3.2(a) of the Disclosure Schedule sets forth the outstanding Stock Options. 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 (e.g., phantom stock or stock appreciation rights). Except for the Voting Agreements and agreements issued under the Company Plans, there are no stockholder, voting, repurchase or similar agreements or understandings to which the Company is a party or otherwise bound relating to the transfer, voting or repurchase of any shares of capital stock of the Company. (b) Except as set forth on Schedule 3.2(b) of the Disclosure Schedule, or as publicly disclosed by the Company, all of the issued and outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and are owned by the Company, directly or indirectly, free and clear of any Lien (as hereinafter defined) 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 issued and outstanding that are 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. 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. For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, claim, security interest or encumbrance of any kind in respect of such asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 40,000,000 750,000 shares of common stock, par value $0.10 per share ("Company Common Stock"), of whichwhich 100 shares are issued and outstanding as of the date hereof ("Company Issued Shares"), all of which are owned beneficially and of record by Seller. All of the Company Issued Shares are duly authorized, validly issued, fully paid and non-assessable and are free of preemptive rights. (b) Except as set forth in this Section 2.3, as of the date hereof, 5,243,956 shares were issued and outstanding (excluding shares held as treasury shares), and 194,884 shares of Common Stock there are held as treasury shares and (ii) 5,000,000 shares of preferred stock, no shares of which are issued or outstanding. All of the Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of the date hereof, (i) 580,555 shares of Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding Stock Options 12 17 and (ii) 34,000 shares of Common Stock are issuable under the 1997 Stock Plan pursuant to Section 2.11(d). Section 3.2(a) of the Disclosure Schedule sets forth the outstanding Stock Options. 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 acquire, or its subsidiaries, and no obligations of the Company or its subsidiaries any of the Subsidiaries to issue, any capital stock, voting securities 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 Company, or other similar rights (e.g., phantom stock or including stock appreciation rights). Except for the Voting Agreements and agreements issued under ; (v) outstanding obligations of the Company Plansor any of the Subsidiaries to repurchase, there redeem or otherwise acquire any securities of the Company. There are no stockholderstockholder agreements, voting, repurchase voting trusts or similar other agreements or understandings to which the Company or any of the Subsidiaries is a party or otherwise to which it is bound relating to the transfer, voting or repurchase of any shares of capital stock of the CompanyCompany or any Subsidiary. (bc) Except as set forth on Schedule 3.2(b) All of the Disclosure Schedule, or as publicly disclosed by the Company, all of the issued and outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and are the Company's Subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as hereinafter defined) Encumbrance or any other limitation or restriction (including including, without limitation, any restriction on the right to vote or sell the same, ) except for the Permitted Encumbrances and as may otherwise be provided as a matter of law)under applicable Legal Requirements. There are no debt or equity securities of the Company or its subsidiaries issued and outstanding that are the Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiariesthe Subsidiaries, and no other contract, understanding, arrangement arrangement, or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectlyindirectly of, of any capital stock or other ownership interests in, or any other securities of, any subsidiarySubsidiary of the Company. There are no outstanding contractual obligations of the Company or its subsidiaries the Subsidiaries to repurchase, redeem redeem, or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary. For purposes Subsidiary of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, claim, security interest or encumbrance of any kind in respect of such assetthe Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 40,000,000 100 million shares of Common Stockcapital stock, of which, as of the date hereofJanuary 16, 5,243,956 2001, 18,558,065 shares of Company Common Stock were issued and outstanding (excluding shares held as treasury shares)outstanding, and 194,884 shares of Common Stock are held as treasury shares and (ii) 5,000,000 shares of preferred stock, no shares of which are issued or outstandingCompany Common Stock were held in the Company's treasury. All of the Shares outstanding shares of Company Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. As of the date hereofJanuary 17, (i) 580,555 2001, 1,724,856 shares of Company Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding Stock Options 12 17 and (ii) 34,000 shares of Common Stock are issuable under the 1997 Stock Plan pursuant to Section 2.11(d). Section 3.2(a) of the Disclosure Schedule sets forth the outstanding Company Stock Options. Except as set forth abovein this Section 3.2, as of January 17, 2001, there are were outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no stock appreciation rights, phantom stock units, restricted stock grants, contingent stock grants or Employee Plans which grant awards of any of the foregoing, and no other outstanding contractual rights to which the Company is a party the value of which is based on the value of Company Common Stock, (iii) no bonds, debentures, notes or other indebtedness of the Company or any subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote, (iv) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iiiv) no options or other rights to acquire from the Company or its subsidiariessubsidiaries and, 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, Company and (iv) no equity equivalents, equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (e.g., phantom stock or stock appreciation rightscollectively "COMPANY SECURITIES"). Except for the Voting Agreements and agreements issued under Section 3.2 of the Company PlansDisclosure Schedule lists each outstanding Company Stock Option, showing in each case the exercise price, the number of shares of Company Common Stock into which each such Company Stock Option is exercisable, and the expiration date of such Company Stock Option. As of the date hereof, there are no stockholderoutstanding obligations of the Company or its subsidiaries to repurchase redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting, repurchase voting trusts or similar other agreements or understandings to which the Company is a party or otherwise by which it is bound relating to the transfer, voting or repurchase registration of any shares of capital stock of the Company. To the knowledge of the Company, as of the date of this Agreement, there are no irrevocable proxies and no voting agreements (other than the Voting Agreement) with respect to any shares of capital stock or the other voting securities of the Company to which the Company is a party. (b) Except as All of the outstanding capital stock of the Company's subsidiaries (other than director's qualifying shares in the case of foreign subsidiaries, each of which is set forth on Schedule section 3.2(b) of the Company Disclosure Schedule, or as publicly disclosed ) is owned by the Company, all or one of the issued and outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and are owned by the Companyits subsidiaries, directly or indirectly, free and clear of any Lien (as hereinafter defined) or any other material limitation or restriction (including any restriction on the right to vote or sell the same, same except as may be provided as a matter of law). There are no securities of the Company or its subsidiaries issued and outstanding that are convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries, subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for for, the issuance or sale, directly or indirectly, by the Company or any of its subsidiaries of any capital stock or other ownership interests in, in or any other securities of, any subsidiary. 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. For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, claim, security interest or encumbrance of any kind in respect of such asset.any

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 40,000,000 shares of Common Stock, of which, as of the date hereof, 5,243,956 shares were issued and outstanding (excluding shares held as treasury shares), and 194,884 shares of Common Stock are held as treasury shares and (ii) 5,000,000 shares of preferred stock, no shares of which are issued or outstanding. All of the Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of the date hereof, (i) 580,555 shares of Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding Stock Options 12 17 18 and (ii) 34,000 shares of Common Stock are issuable under the 1997 Stock Plan pursuant to Section 2.11(d). Section 3.2(a) of the Disclosure Schedule sets forth the outstanding Stock Options. 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 (e.g., phantom stock or stock appreciation rights). Except for the Voting Agreements and agreements issued under the Company Plans, there are no stockholder, voting, repurchase or similar agreements or understandings to which the Company is a party or otherwise bound relating to the transfer, voting or repurchase of any shares of capital stock of the Company. (b) Except as set forth on Schedule 3.2(b) of the Disclosure Schedule, or as publicly disclosed by the Company, all of the issued and outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and are owned by the Company, directly or indirectly, free and clear of any Lien (as hereinafter defined) 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 issued and outstanding that are 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. 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. For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, claim, security interest or encumbrance of any kind in respect of such asset.