Common use of Capitalization; Options and Other Rights Clause in Contracts

Capitalization; Options and Other Rights. (a) The total authorized shares of capital stock of Acquired Corp consists of 10,000,000 shares of Acquired Corp Common Stock, of which 10,000,000 shares are issued and outstanding. No shares of preferred stock are authorized. All of the issued and outstanding shares of Acquired Corp Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable. None of the Acquired Corp Capital Stock has been issued, and none of the Acquired Corp Capital Stock will be issued, in violation of the preemptive rights of any Acquired Corp Stockholder. The issued and outstanding shares of Acquired Corp Common Stock have been issued in compliance in all material respects with applicable Federal and state securities laws and regulations. (b) There are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever granting to any Person any interest in or the right to purchase or otherwise acquire from Acquired Corp or Acquired Entities or granting to Acquired Corp or Acquired Entities any interest in or the right to purchase or otherwise acquire from any Person, at any time, or upon the occurrence of any stated event, any securities of Acquired Corp or Acquired Entities, whether or not presently issued or outstanding, nor are there any outstanding securities of Acquired Corp or Acquired Entities or any other entity which are convertible into or exchangeable for other securities of Acquired Corp or Acquired Entities, nor are there any agreements, subscriptions, options, warrants, calls, commitments or rights of any kind granting to any Person any interest in or the right to purchase or otherwise acquire from Acquired Corp or Acquired Entities or any other Person any securities so convertible or exchangeable. (c) There are no proxies, agreements or understandings with respect to the voting of any of the shares of Acquired Corp Capital Stock or the direction of the business operations or conduct of Acquired Corp, except as contemplated by this Agreement. (d) SCHEDULE 2.2 sets forth a true and complete list of all holders of Acquired Corp Capital Stock (including the amount and type of security beneficially owned by such holder), together with the address of each such stockholder as currently shown on Acquired Corp's books and records. (e) To the Best Knowledge of Acquired Corp, no stockholder of any of the Acquired Entities or Acquired Corp is a party to any (i) contract that would require such stockholder to sell, transfer or otherwise dispose of any Capital Stock of any Acquired Entity or Acquired Corp (other than this Agreement) or (ii) other contract with respect to any capital stock of any Acquired Entity or Acquired Corp.

Capitalization; Options and Other Rights. (a) SCHEDULE 2.2(a). The total authorized shares of capital stock of Acquired Corp consists consist of 10,000,000 25,000,000 shares of Acquired Corp Common Stock, of which 10,000,000 19,716,208 shares are issued and outstanding. No shares of preferred stock are authorized. SCHEDULE 2.2(a) sets forth a true and complete list of all holders of Acquired Corp Capital Stock (including the amount and type of security beneficially owned by such holder), together with the address of each such stockholder as currently shown on Acquired Corp's books and records. All of the issued and outstanding shares of Acquired Corp Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable. None of the Acquired Corp Capital Stock has been issued, and none of the Acquired Corp Capital Stock will be issued, in violation of the preemptive rights of any Acquired Corp Stockholder. The issued and outstanding shares of Acquired Corp Common Stock have been issued in compliance in all material respects with applicable Federal and state securities laws and regulations. (b) There SCHEDULE 2.2(b). Except as specified on Schedule 2.2(b), there are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever granting to any Person any interest in or the right to purchase or otherwise acquire from Acquired Corp or Acquired Entities or granting to Acquired Corp or Acquired Entities any interest in or the right to purchase or otherwise acquire from any Person, at any time, or upon the occurrence of any stated event, any securities of Acquired Corp or Acquired EntitiesCorp, whether or not presently issued or outstanding, nor are there any outstanding securities of Acquired Corp or Acquired Entities or any other entity which are convertible into or exchangeable for other securities of Acquired Corp or Acquired EntitiesCorp, nor are there any agreements, subscriptions, options, warrants, calls, commitments or rights of any kind granting to any Person any interest in or the right to purchase or otherwise acquire from Acquired Corp or Acquired Entities or any other Person any securities so convertible or exchangeable. (c) There are no proxies, agreements or understandings with respect to the voting of any of the shares of Acquired Corp Capital Stock or the direction of the business operations or conduct of Acquired Corp, except as contemplated by this Agreement. (d) SCHEDULE 2.2 sets forth a true and complete list of all holders of Acquired Corp Capital Stock (including the amount and type of security beneficially owned by such holder), together with the address of each such stockholder as currently shown on Acquired Corp's books and records. (e) To the Best Knowledge of Acquired Corp, no stockholder of any of the Acquired Entities or Acquired Corp is a party to any (i) contract that would require such stockholder to sell, transfer or otherwise dispose of any the Capital Stock of any Acquired Entity or Acquired Corp (other than this Agreement) or (ii) other contract with respect to any capital stock of any Acquired Entity or Acquired Corp.

Capitalization; Options and Other Rights. (a) The total authorized shares of capital stock of Acquired Corp consists of 10,000,000 25,000,000 shares of Acquired Corp Common Stock, of which 10,000,000 7,592,250 shares are issued and outstandingoutstanding as of February 19, 2003. No shares of preferred stock are authorized. All of the issued and outstanding shares of Acquired Corp Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable. None of the Acquired Corp Capital Stock has been issued, and none of the Acquired Corp Capital Stock will be issued, in violation of the preemptive rights of any Acquired Corp Stockholder. The issued and outstanding shares of Acquired Corp Common Stock have been issued in compliance in all material respects with applicable Federal and state securities laws and regulations. (b) There are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever granting to any Person any interest in or the right to purchase or otherwise acquire from Acquired Corp or Acquired Entities or granting to Acquired Corp or Acquired Entities any interest in or the right to purchase or otherwise acquire from any Person, at any time, or upon the occurrence of any stated event, any securities of Acquired Corp or Acquired EntitiesCorp, whether or not presently issued or outstanding, nor are there any outstanding securities of Acquired Corp or Acquired Entities or any other entity which are convertible into or exchangeable for other securities of Acquired Corp or Acquired EntitiesCorp, nor are there any agreements, subscriptions, options, warrants, calls, commitments or rights of any kind granting to any Person any interest in or the right to purchase or otherwise acquire from Acquired Corp or Acquired Entities or any other Person any securities so convertible or exchangeable. (c) There are no proxies, agreements or understandings with respect to the voting of any of the shares of Acquired Corp Capital Stock or the direction of the business operations or conduct of Acquired Corp, except as contemplated by this Agreement. (d) SCHEDULE 2.2 sets forth a true and complete list of all holders of Acquired Corp Capital Stock (including the amount and type of security beneficially owned by such holder), together with the address of each such stockholder as currently shown on Acquired Corp's books and records. (e) To the Best Knowledge of Acquired Corp, no stockholder of any of the Acquired Entities or Acquired Corp is a party to any (i) contract that would require such stockholder to sell, transfer or otherwise dispose of any the Capital Stock of any Acquired Entity or Acquired Corp (other than this Agreement) or (ii) other contract with respect to any capital stock of any Acquired Entity or Acquired Corp.

Capitalization; Options and Other Rights. (a) The total authorized shares of capital stock the NAI Contributed Entities and the number of Acquired Corp consists of 10,000,000 such shares of Acquired Corp Common Stock, of which 10,000,000 shares that are issued and outstanding. No shares of preferred stock outstanding are authorizedset forth in the NAI Disclosure Schedule. All of the issued and outstanding shares of Acquired Corp Common Stock capital stock of the NAI Contributed Entities have been duly and validly authorized and issued and are fully paid and nonassessable. None of the Acquired Corp Capital Stock has been issued, and none are held of record and beneficially by NAI or by a direct or indirect wholly owned U.S. subsidiary of NAI (or, subject to compliance with the Acquired Corp Capital Stock will be issuedterms and conditions of this Agreement, in violation a U.S. direct or indirect subsidiary of the preemptive rights News Corp.) free and clear of any Acquired Corp StockholderLiens (as hereinafter defined) and Restrictions (as hereinafter defined), with the sole right to vote, dispose of, and receive dividends or distributions with respect to such shares. The issued and outstanding shares of Acquired Corp Common Stock have been issued in compliance in all material respects with applicable Federal and state securities laws and regulations. (b) There are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever granting to any Person (as hereinafter defined) any interest in or the right to purchase or otherwise acquire from Acquired Corp or Acquired Entities or granting to Acquired Corp or Acquired Entities any interest in or the right to purchase or otherwise acquire from any Personacquire, at any time, or upon the occurrence happening of any stated event, any securities capital stock of Acquired Corp or Acquired the NAI Contributed Entities, whether or not presently issued or outstanding, nor are there any outstanding securities of Acquired Corp or Acquired the NAI Contributed Entities or any other entity which are convertible into or exchangeable for other securities shares of Acquired Corp or Acquired capital stock of the NAI Contributed Entities, nor are there any agreements, subscriptions, options, warrants, calls, commitments or rights of any kind whatsoever granting to any Person person any interest in or the right to purchase or otherwise acquire from Acquired Corp NAI or Acquired Entities any of its affiliates or any other Person entity any securities so exercisable convertible or exchangeable. (c) There , nor are no there any proxies, agreements or understandings with respect to the voting of any such shares. Upon consummation of the Transaction, UVSG will hold, directly or indirectly, of record and beneficially all of the outstanding shares of Acquired Corp Capital Stock or the direction capital stock of each of the business operations NAI Contributed Entities free and clear of any Liens and Restrictions, with the sole right to vote, dispose of, and receive dividends or conduct of Acquired Corp, except as contemplated by distributions with respect to such shares. In this Agreement. (d) SCHEDULE 2.2 sets forth a true and complete list of all holders of Acquired Corp Capital Stock (including the amount and type of security beneficially owned by such holder), together with the address of each such stockholder as currently shown on Acquired Corp's books and records. (e) To the Best Knowledge of Acquired Corp, no stockholder of any of the Acquired Entities or Acquired Corp is a party reference to any (i) contract that would require such stockholder to sell, transfer or otherwise dispose of any Capital Stock of any Acquired Entity or Acquired Corp (other than this Agreement) or (ii) other contract "Restrictions," with respect to any capital stock stock, partnership interest, membership interest in a limited liability company or other security, shall mean any voting or other trust or agreement, option, warrant, preemptive right, right of first offer, right of first refusal, escrow arrangement, proxy, buy- sell agreement, power of attorney or other contract, any law, rule, regulation, order, judgment or decree which, conditionally or unconditionally, (i) grants to any Person the right to purchase or otherwise acquire, or obligates any Person to sell or otherwise dispose of or issue, or otherwise results or, whether upon the occurrence of any Acquired Entity event or Acquired Corp.with notice or lapse of time or both or otherwise, may result in any person acquiring, (A) any of such capital stock or other security; (B) any of the proceeds of, or any distributions paid or which are or may become payable with respect to, any of such capital stock or other security; or (C) any interest in such capital stock or other security or any such proceeds or distributions; (ii) restricts or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, is reasonably likely to restrict the transfer or voting of, or the exercise of any rights or the enjoyment of any benefits arising by reason of ownership of, any such capital stock or other security or any such proceeds or distributions; or (iii) creates or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, is reasonably likely to create a Lien or purported Lien affecting such capital stock or other security, proceeds or distributions. Notwithstanding anything to the contrary contained in these representations and warranties, the parties acknowledge that the existing stockholders of TVSM as of the date hereof may have statutory rights of appraisal as a result of NAI's acquisition of TVSM.

Capitalization; Options and Other Rights. (a) The total authorized ---------------------------------------- shares of capital stock the NAI Contributed Entities and the number of Acquired Corp consists of 10,000,000 such shares of Acquired Corp Common Stock, of which 10,000,000 shares that are issued and outstanding. No shares of preferred stock outstanding are authorizedset forth in the NAI Disclosure Schedule. All of the issued and outstanding shares of Acquired Corp Common Stock capital stock of the NAI Contributed Entities have been duly and validly authorized and issued and are fully paid and nonassessable. None of the Acquired Corp Capital Stock has been issued, and none are held of record and beneficially by NAI or by a direct or indirect wholly owned U.S. subsidiary of NAI (or, subject to compliance with the Acquired Corp Capital Stock will be issuedterms and conditions of this Agreement, in violation a U.S. direct or indirect subsidiary of the preemptive rights News Corp.) free and clear of any Acquired Corp StockholderLiens (as hereinafter defined) and Restrictions (as hereinafter defined), with the sole right to vote, dispose of, and receive dividends or distributions with respect to such shares. The issued and outstanding shares of Acquired Corp Common Stock have been issued in compliance in all material respects with applicable Federal and state securities laws and regulations. (b) There are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever granting to any Person (as hereinafter defined) any interest in or the right to purchase or otherwise acquire from Acquired Corp or Acquired Entities or granting to Acquired Corp or Acquired Entities any interest in or the right to purchase or otherwise acquire from any Personacquire, at any time, or upon the occurrence happening of any stated event, any securities capital stock of Acquired Corp or Acquired the NAI Contributed Entities, whether or not presently issued or outstanding, nor are there any outstanding securities of Acquired Corp or Acquired the NAI Contributed Entities or any other entity which are convertible into or exchangeable for other securities shares of Acquired Corp or Acquired capital stock of the NAI Contributed Entities, nor are there any agreements, subscriptions, options, warrants, calls, commitments or rights of any kind whatsoever granting to any Person person any interest in or the right to purchase or otherwise acquire from Acquired Corp NAI or Acquired Entities any of its affiliates or any other Person entity any securities so exercisable convertible or exchangeable. (c) There , nor are no there any proxies, agreements or understandings with respect to the voting of any such shares. Upon consummation of the Transaction, UVSG will hold, directly or indirectly, of record and beneficially all of the outstanding shares of Acquired Corp Capital Stock or the direction capital stock of each of the business operations NAI Contributed Entities free and clear of any Liens and Restrictions, with the sole right to vote, dispose of, and receive dividends or conduct of Acquired Corp, except as contemplated by distributions with respect to such shares. In this Agreement. (d) SCHEDULE 2.2 sets forth a true and complete list of all holders of Acquired Corp Capital Stock (including the amount and type of security beneficially owned by such holder), together with the address of each such stockholder as currently shown on Acquired Corp's books and records. (e) To the Best Knowledge of Acquired Corp, no stockholder of any of the Acquired Entities or Acquired Corp is a party reference to any (i) contract that would require such stockholder to sell, transfer or otherwise dispose of any Capital Stock of any Acquired Entity or Acquired Corp (other than this Agreement) or (ii) other contract "Restrictions," with respect to any capital stock stock, partnership interest, membership interest in a limited liability company or other security, shall mean any voting or other trust or agreement, option, warrant, preemptive right, right of first offer, right of first refusal, escrow arrangement, proxy, buy- sell agreement, power of attorney or other contract, any law, rule, regulation, order, judgment or decree which, conditionally or unconditionally, (i) grants to any Person the right to purchase or otherwise acquire, or obligates any Person to sell or otherwise dispose of or issue, or otherwise results or, whether upon the occurrence of any Acquired Entity event or Acquired Corp.with notice or lapse of time or both or otherwise, may result in any person acquiring, (A) any of such capital stock or other security; (B) any of the proceeds of, or any distributions paid or which are or may become payable with respect to, any of such capital stock or other security; or (C) any interest in such capital stock or other security or any such proceeds or distributions; (ii) restricts or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, is reasonably likely to restrict the transfer or voting of, or the exercise of any rights or the enjoyment of any benefits arising by reason of ownership of, any such capital stock or other security or any such proceeds or distributions; or (iii) creates or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, is reasonably likely to create a Lien or purported Lien affecting such capital stock or other security, proceeds or distributions. Notwithstanding anything to the contrary contained in these representations and warranties, the parties acknowledge that the existing stockholders of TVSM as of the date hereof may have statutory rights of appraisal as a result of NAI's acquisition of TVSM.