Common use of Capitalization; Options Clause in Contracts

Capitalization; Options. (a) The Company’s authorized capital stock consists solely of 600,000,000 shares of Class A Common Stock, 1,000,000,000 shares of Class B Common Stock, and 100,000,000 shares of preferred stock (the “Preferred Stock”), including 600,000 shares of Series C Junior Participating Preferred Stock and 20,000 shares of Adjustable Rate Callable Nontransferable Series D Preferred Stock. As of the close of business on July 28, 2006 (the “Measurement Date”), 56,753,754 shares of Class A Common Stock were issued and outstanding, 123,229,981 shares of Class B Common Stock were issued and outstanding, and no shares of Preferred Stock were issued or outstanding. As of the Measurement Date, 18,884,252 shares of Class A Common Stock and 32,288,583 shares of Class B Common Stock are held in the treasury of the Company. No Shares are held by any Subsidiary of the Company. Since the Measurement Date until the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options or the terms of Company RSUs or Company DSUs outstanding as of the Measurement Date and other than pursuant to Stock Options or Company DSUs issued to directors pursuant to and in accordance with the Company Director Compensation Program, there has been no change in the number of outstanding shares of capital stock of the Company or the number of outstanding Stock Options, Company RSUs, or Company DSUs. As of the Measurement Date, Stock Options to purchase 10,778,709 shares of Class A Common Stock or Class B Common Stock were outstanding, and there were outstanding 6,250.2978 Director DSUs and 2,409,008.576 DSUs under the SURP (based upon a closing price of $32.38 on such date) and 1,360,517.2913 Company RSUs. Section 3.3(a) of the Company Disclosure Letter sets forth a complete and correct list of all Stock Options that are outstanding as of the Measurement Date, the exercise price of each such Stock Option, and with respect to the Persons specified thereon, the number of Stock Options held by each such Person and the exercise prices thereof. As of the date of this Agreement, except as set forth in this Section 3.3 and for the 600,000 shares of Series C Junior Participating Preferred Stock which have been reserved for issuance upon the exercise of rights granted under the Company Rights Agreement, there are no shares of capital stock or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock of the Company or such securities or other rights (which term, for purposes of this Agreement, will be deemed to include “phantom” stock or other commitments that provide any right to receive value or benefits similar to such capital stock, securities or other rights). Since the Measurement Date through the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options or pursuant to RSUs outstanding as of the Measurement Date, there have been no issuances of any securities of the Company or any of its Subsidiaries. (b) All outstanding Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to any pre-emptive rights. (c) Except as set forth in this Section 3.3, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to issue, sell, or otherwise transfer to any Person, or to repurchase, redeem or otherwise acquire from any Person, any Shares, Preferred Stock, capital stock of any Subsidiary of the Company, or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock of the Company or any Subsidiary of the Company or such securities or other rights. (d) Other than the issuance of Shares upon exercise of Stock Options or pursuant to the terms of Company RSUs or Company DSUs, and other than previously announced regular quarterly dividends, since January 1, 2006 and through the date of this Agreement, the Company has not declared or paid any dividend or distribution in respect of any of the Company’s securities, and neither the Company nor any Subsidiary has issued, sold, repurchased, redeemed or otherwise acquired any of the Company’s securities, and their respective boards of directors have not authorized any of the foregoing. (e) Each Company Benefit Plan providing for the grant of Shares or of awards denominated in, or otherwise measured by reference to, Shares (each, a “Company Stock Award Plan”) is set forth (and identified as a Company Stock Award Plan) in Section 3.13(a) of the Company Disclosure Letter. The Company has provided to MergerCo or any of its Affiliates correct and complete copies of all Company Stock Award Plans and all forms of options and other stock based awards (including award agreements) issued under such Company Stock Award Plans. (f) As of the date of this Agreement, neither the Company nor any Subsidiary has entered into any commitment, arrangement or agreement, or is otherwise obligated, to contribute capital, loan money or otherwise provide funds or make investments in any Person other than (i) any such commitments, arrangements, or agreements in the ordinary course of business consistent with past practice, (ii) pursuant to Disclosed Contracts, or (iii) investments in client facilities in the ordinary course of business consistent with past practice.

Capitalization; Options. (a) The Company’s authorized capital stock consists solely of 600,000,000 21,500,000 shares of Common Stock, 50,000,000 shares of Class A Common Stock, 1,000,000,000 and 8,500,000 shares of Class B Common Stock, and 100,000,000 shares of preferred stock (the “Preferred Stock”), including 600,000 shares of Series C Junior Participating Preferred Stock and 20,000 shares of Adjustable Rate Callable Nontransferable Series D Preferred Stock. As of the close of business on July 28November 30, 2006 (the “Measurement Date”), 56,753,754 9,069,444 shares of Common Stock were issued and outstanding, 9,491,106 shares of Class A Common Stock were issued and outstanding, 123,229,981 and 916,910 shares of Class B Common Stock were issued and outstanding, and no shares of Preferred Stock were issued or outstanding. As of the Measurement Date, 18,884,252 3,498,912 shares of Common Stock, 5,108,894 shares of Class A Common Stock and 32,288,583 no shares of Class B Common Stock are were held in the treasury of the Company. No Shares are held by any Subsidiary of the Company. Since the Measurement Date until the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options or Company SARs or the terms of Company RSUs or Company DSUs PUs outstanding as of the Measurement Date and other than pursuant to Stock Options or Company DSUs issued to directors pursuant to and in accordance with the Company Director Compensation ProgramDate, there has been no change in the number of outstanding shares of capital stock of the Company or the number of outstanding Stock Options, Company RSUsSARs, Company RSUs or Company DSUsPUs. As of the Measurement Date, Stock Options to purchase 10,778,709 1,132,891 shares of Common Stock or Class A Common Stock were outstanding, Company SARs relating to 4,840 shares of Common Stock or Class B A Common Stock were outstanding, and there were outstanding 6,250.2978 Director DSUs 3,204 Company RSUs and 2,409,008.576 DSUs under the SURP (based upon a closing price of $32.38 on such date) and 1,360,517.2913 70,729 Company RSUsPUs outstanding. Section 3.3(a) of the Company Disclosure Letter sets forth a complete and correct list of all Stock Options and Company SARs that are were outstanding as of the Measurement DateDate and, the exercise price of each such Stock Option, and with respect to the Persons specified thereon, the number of Stock Options or Company SARs held by each such Person and the exercise prices thereofof such Stock Options and the grant prices of such Company SARs. As of the date of this Agreement, except as set forth in this Section 3.3 and for the 600,000 5,004,415 shares of Series C Junior Participating Preferred Common Stock which have been and 6,361,475 shares of Class A Common Stock reserved for issuance upon the exercise of rights granted under the Company Rights Agreement, there are no shares of capital stock or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock of the Company or such securities or other rights (which term, for purposes of this Agreement, will be deemed to include “phantom” stock or other commitments that provide any right to receive value or benefits similar to such capital stock, securities or other rights). Since the Measurement Date through the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options or Company SARs or pursuant to RSUs or PUs outstanding as of the Measurement Date, there have been no issuances of any equity securities of the Company or any of its SubsidiariesCompany. (b) All outstanding Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to any pre-emptive rights. (c) Except as set forth in this Section 3.3, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to issue, sell, or otherwise transfer to any Person, or to repurchase, redeem or otherwise acquire from any Person, any Shares, Preferred Stock, capital stock of any Subsidiary of the Company, or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock of the Company or any Subsidiary of the Company or such securities or other rightsCompany. (d) Other than the issuance of Shares upon exercise of Stock Options or Company SARs or pursuant to the terms of Company RSUs or Company DSUsPUs, and other than previously announced regular quarterly dividends, since January 1, 2006 and through the date of this Agreement, the Company has not declared or paid any dividend or distribution in respect of any of the Company’s securities, and neither the Company nor any Subsidiary has issued, sold, repurchased, redeemed or otherwise acquired any of the Company’s securities, and their respective boards of directors have not authorized any of the foregoing. (e) Each Company Benefit Plan providing for the grant of Shares or of awards denominated in, or otherwise measured by reference to, Shares (each, a “Company Stock Common Equity Award Plan”) is set forth (and identified as a Company Stock Common Equity Award Plan) in Section 3.13(a) of the Company Disclosure Letter. The Company has provided or made available to MergerCo or any of its Affiliates correct and complete copies of all Company Stock Common Equity Award Plans and all forms of options and other stock based awards (including award agreements) issued under such Company Stock Common Equity Award Plans. (f) As of the date of this Agreement, neither the Company nor any Subsidiary has entered into any commitment, arrangement or agreement, or is otherwise obligated, to contribute capital, loan money or otherwise provide funds or make investments in any Person other than (i) any such commitments, arrangements, or agreements in the ordinary course of business consistent with past practice, (ii) pursuant to Disclosed Contracts, or (iii) investments in client facilities in the ordinary course of business consistent with past practice.

Capitalization; Options. (a) The As of the date of this Agreement, the Company’s 's authorized capital stock consists solely of 600,000,000 250,000,000 shares of Class A common stock, par value of $.01 per share (the "Common Stock, 1,000,000,000 shares of Class B Common Stock, ") and 100,000,000 5,000,000 shares of preferred stock stock, par value $.0l per share (the “"Preferred Stock”"), including 600,000 shares of Series C Junior Participating Preferred Stock and 20,000 shares of Adjustable Rate Callable Nontransferable Series D Preferred Stock. As of the close of business on July 28December 16, 2006 2009 (the “Measurement "Capitalization Date”"), 56,753,754 33,394,358 shares of Class A Common Stock were issued and outstanding, 123,229,981 including 1,225,125 shares of Class B restricted stock issued under the Company Stock Award Plans subject to vesting restrictions as of such date; 31,456 shares of Common Stock were issued held in treasury and outstanding, no shares of Common Stock were held by any Subsidiary of the Company; and no shares of Preferred Stock were issued or and outstanding. As of the Measurement Capitalization Date, 18,884,252 (i) options to purchase 300,707 shares of Class A Common Stock (the "Company Options") were outstanding and 32,288,583 (ii) 56,826 shares of Class B Common Stock are held in the treasury of the Company. No Shares are held by any Subsidiary of the Company. Since the Measurement Date until the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options or the terms of Company RSUs or Company DSUs outstanding as of the Measurement Date and other than pursuant to Stock Options or Company DSUs issued to directors pursuant to and in accordance with the Company Director Compensation Program, there has been no change in the number of outstanding shares of capital stock of the Company or the number of outstanding Stock Options, Company RSUs, or Company DSUs. As of the Measurement Date, Stock Options to purchase 10,778,709 shares of Class A Common Stock or Class B Common Stock were outstanding, and there were outstanding 6,250.2978 Director DSUs and 2,409,008.576 DSUs under the SURP (based upon a closing price of $32.38 on such date) and 1,360,517.2913 Company RSUs. Section 3.3(a) of the Company Disclosure Letter sets forth a complete and correct list of all Stock Options that are outstanding as of the Measurement Date, the exercise price of each such Stock Option, and with respect to the Persons specified thereon, the number of Stock Options held by each such Person and the exercise prices thereof. As of the date of this Agreement, except as set forth in this Section 3.3 and for the 600,000 shares of Series C Junior Participating Preferred Stock which have been reserved for issuance upon the exercise of rights granted under the Company Rights Agreement, there are no shares of capital stock or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock redemption of the Company or such securities or other rights (which term, for purposes of this Agreement, will be deemed to include “phantom” stock or other commitments that provide any right to receive value or benefits similar to such capital stock, securities or other rights)OP Units. Since the Measurement Capitalization Date through the date of this Agreement, other than in connection with the issuance of Shares shares of Common Stock pursuant to the exercise of Stock Company Options or pursuant to RSUs outstanding as of the Measurement DateCapitalization Date and other than pursuant to the exchange of OP Units for Common Stock, there have has been no issuances change in the number of any securities of the Company or any of its Subsidiaries. (b) All outstanding Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to any pre-emptive rights. (c) Except as set forth in this Section 3.3, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to issue, sell, or otherwise transfer to any Person, or to repurchase, redeem or otherwise acquire from any Person, any Shares, Preferred Stock, capital stock of any Subsidiary of the Company, or securities or other rights convertible or exchangeable into or exercisable for shares of outstanding capital stock of the Company or any Subsidiary the number of outstanding Company Options. Under the Company's Tax Preservation Plan, on September 24, 2009, the board of directors of the Company or such securities or other rightsreserved a series of preferred stock to be designated as the "Series A Junior Participating Preferred Stock," par value $.01 per share, which are issuable in connection with the rights to purchase those shares (the "Company Rights") issued under the Tax Preservation Plan. (db) Other than The outstanding partnership interests of Operating Partnership consist solely of (i) the issuance general partnership interest held by the Company and (ii) Class A units of Shares upon exercise limited partnership interest (such Class A units, collectively, the "OP Units"). As of Stock Options or pursuant to the terms Capitalization Date, there were 33,451,184 OP Units issued and outstanding. As of Company RSUs or Company DSUs, and other than previously announced regular quarterly dividends, since January 1, 2006 and through the date of this Agreement, 33,394,358 of the issued and outstanding OP Units are held, directly or indirectly, by the Company, free and clear of any Liens except as set forth in Section 3.10(h) or Section 3.32 of the Company has not declared or paid any dividend or distribution in respect of any Disclosure Letter, and as of the Company’s securities, and neither Capitalization Date the Company nor any Subsidiary has issued, sold, repurchased, redeemed or otherwise acquired any remaining 56,826 OP Units are owned of the Company’s securities, and their respective boards of directors have not authorized any of the foregoing. (e) Each Company Benefit Plan providing for the grant of Shares or of awards denominated in, or otherwise measured by reference to, Shares (each, a “Company Stock Award Plan”) is record as set forth (and identified as a Company Stock Award Plan) in Section 3.13(a3.10(b) of the Company Disclosure Letter. The Company has provided OP Units are subject only to MergerCo or any of its Affiliates correct and complete copies of all Company Stock Award Plans and all forms of options and other stock based awards (including award agreements) issued under such Company Stock Award Plans. (f) As of the date of this Agreement, neither the Company nor any Subsidiary has entered into any commitment, arrangement or agreement, or is otherwise obligated, to contribute capital, loan money or otherwise provide funds or make investments in any Person other than (i) any such commitments, arrangements, or agreements restrictions on transfer set forth in the ordinary course Operating Partnership Agreement and those imposed by applicable securities laws. The Company is the sole general partner of business consistent with past practice, (ii) pursuant to Disclosed Contracts, or (iii) investments in client facilities in the ordinary course of business consistent with past practiceOperating Partnership.

Capitalization; Options. (a) The Company’s authorized capital stock consists solely of 600,000,000 120,000,000 shares of Class A Common Stock, 1,000,000,000 shares of Class B Common Stock, Stock and 100,000,000 20,000,000 shares of preferred stock (the “Preferred Stock”), including 600,000 shares of Series C Junior Participating Preferred Stock and 20,000 shares of Adjustable Rate Callable Nontransferable Series D Preferred Stock. As of the close of business on July 28January 18, 2006 2007 (the “Measurement Date”), 56,753,754 43,157,998 shares of Class A Common Stock were issued and outstanding, 123,229,981 shares of Class B Common Stock were issued and outstanding, and no shares of Preferred Stock were issued or outstanding. As of the Measurement Date, 18,884,252 no shares of Class A Common Stock and 32,288,583 shares of Class B Common Stock are were held in the treasury of the Company. No Shares are held by any Subsidiary of the Company. Since the Measurement Date until the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options or the terms of Company RSUs or Company DSUs outstanding as of the Measurement Date and other than pursuant to Stock Options or Company DSUs issued to directors pursuant to and in accordance with the Company Director Compensation ProgramDate, there has been no change in the number of outstanding shares of capital stock of the Company or the number of shares issuable upon the exercise of outstanding Stock Options, Company RSUs, or Company DSUs. As of the Measurement Date, Stock Options to purchase 10,778,709 3,285,275 shares of Class A Common Stock or Class B Common Stock were outstanding, and there were outstanding 6,250.2978 Director DSUs and 2,409,008.576 DSUs under the SURP (based upon a closing price of $32.38 on such date) and 1,360,517.2913 Company RSUs. Section 3.3(a) of the Company Disclosure Letter sets forth a true, complete and correct list of all Stock Options that are outstanding as of the Measurement Date, the exercise price of each such Stock Option, and with respect to the Persons specified thereon, the number of shares issuable upon the exercise of outstanding Stock Options held by each such Person and the exercise prices thereofPerson. As of the date of this Agreement, except as set forth in this Section 3.3 and for the 600,000 shares of Series C Junior Participating Preferred Stock which have been reserved for issuance upon the exercise of rights granted under the Company Rights Agreement3.3, there are no shares of capital stock or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock of the Company or such securities or other rights which in each case have been issued by the Company (which term, for purposes of this Agreement, will be deemed to include stock appreciation rights, “phantomphantom stock” stock or other commitments that provide any right to receive value or benefits similar to such capital stock, securities or other rights). Since the Measurement Date through the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options or pursuant to RSUs outstanding as of the Measurement Date, there have been no issuances of any securities of the Company or any of its Subsidiaries. (b) All outstanding Shares Shares, and all shares of Common Stock reserved for issuance upon the exercise of Stock Options as noted in clause (a) above, when issued in accordance with the respective terms thereof, are or will be duly authorized, validly issued, fully paid and non-assessable and are not and will not be subject to any pre-emptive rights. (c) Except as set forth in this Section 3.3, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to issue, sell, or otherwise transfer to any Person, or to repurchase, redeem or otherwise acquire from any Person, any Shares, Preferred Stock, capital stock of any Subsidiary of the Company, or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock of the Company or any Subsidiary of the Company or such securities or other rights. (d) Other than the issuance of Shares upon exercise of Stock Options or pursuant and the issuance of Shares to participants in the terms of Company RSUs or Company DSUs, and other than previously announced regular quarterly dividendsCompany’s 401(k) plan in accordance with such plan, since January 1December 31, 2006 2005 and through the date of this Agreement, the Company has not declared or paid any dividend or distribution in respect of any of the Company’s securities, and neither the Company nor any Subsidiary has issued, sold, repurchased, redeemed or otherwise acquired any of the Company’s securities, and their respective boards of directors have not authorized any of the foregoing. (e) Each Company Benefit Plan providing for the grant of Shares or of awards denominated in, or otherwise measured by reference to, Shares (each, a “Company Stock Award Plan”) is set forth (and identified as a Company Stock Award Plan) in Section 3.13(a3.15(a) of the Company Disclosure Letter. The Company has provided made available to MergerCo Parent or any of its Affiliates true, complete and correct and complete copies of all Company Stock Award Plans and all forms of options and other stock based awards (including award agreements) issued under such Company Stock Award Plans. (f) As of the date of this Agreement, neither the Company nor any Subsidiary has entered into any commitment, arrangement or agreement, or is otherwise obligated, to contribute capital, loan money or otherwise provide funds or make investments in any Person other than (i) any such commitments, arrangements, or agreements in the ordinary course of business consistent with past practice, (ii) pursuant to Disclosed Contracts, or (iii) investments in client facilities in the ordinary course of business consistent with past practice.

Capitalization; Options. (a) The Company’s authorized capital stock consists solely of 600,000,000 shares of Class A Common Stock, 1,000,000,000 shares of Class B Common Stock, and (i) 100,000,000 shares of preferred stock Common Stock and (the “Preferred Stock”), including 600,000 ii) 10,000,000 shares of Series C Junior Participating Preferred Stock and 20,000 shares of Adjustable Rate Callable Nontransferable Series D Preferred Stock. As of the close of business on July 28June 6, 2006 2008 (the “Measurement Date”), 56,753,754 (i) 11,498,022 shares of Class A Common Stock were issued and outstanding, 123,229,981 shares of Class B Common Stock were issued and outstanding, and ; (ii) no shares of Preferred Stock were issued or and outstanding; (iii) there were available for grant pursuant to the Company Stock Award Plans, Stock Options representing an aggregate of 612,926 shares of Common Stock; and (iv) 343,651 Warrants were issued and outstanding. As of the Measurement Date, 18,884,252 shares of Class A Common Stock and 32,288,583 shares of Class B Common Stock No Shares are held in the treasury of the Company. No Shares are held by Company or any Subsidiary of the Company’s Subsidiaries. Since the Measurement Date until the date of this AgreementDate, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options or the terms of Company RSUs or Company DSUs outstanding as of the Measurement Date and other than pursuant to Stock Options or Company DSUs issued to directors pursuant to and in accordance with the Company Director Compensation ProgramDate, there has been no change in the number of outstanding shares of capital stock Common Stock or Preferred Stock, the number of the Company outstanding Stock Options or the number of outstanding Stock Options, Company RSUs, or Company DSUsWarrants. As of the Measurement Date, (i) Stock Options to purchase 10,778,709 1,176,133 shares of Class A Common Stock or Class B Common Stock were outstanding, and there were outstanding 6,250.2978 Director DSUs and 2,409,008.576 DSUs under the SURP (based upon with a closing weighted average exercise price of $32.38 on such date5.96 per share; (ii) 343,651 Warrants were outstanding, with a weighted average exercise price of $3.18 per share; and 1,360,517.2913 Company RSUs(iii) 5,912 deferred stock units were outstanding. Section 3.3(a) of the Company Disclosure Letter sets forth a complete and correct list of all Stock Options that are outstanding as of the Measurement Date, the exercise price of (i) for each such Stock Option, issued and with respect outstanding pursuant to the Persons specified thereonCompany Stock Award Plans or otherwise, the number of Stock Options held by Options, the number of shares of Common Stock issuable thereunder and the vesting schedules, the grant date, the expiration date and exercise or conversion price relating thereto; (ii) for each Warrant, the name of the holder of such Person Warrant and the exercise prices thereof. As price; and (iii) for each deferred stock unit, the name of the date holder of this Agreement, except such deferred stock unit. Except as set forth in this Section 3.3 and for the 600,000 shares 3.3(a) of Series C Junior Participating Preferred Stock which have been reserved for issuance upon the exercise of rights granted under the Company Rights AgreementDisclosure Letter, there are no shares of capital stock or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock of the Company or such securities or other rights (which term, for purposes of this Agreement, will be deemed to include “phantom” stock or other commitments that provide any right to receive value or benefits similar to such capital stock, securities or other rights). Since the Measurement Date through the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options or pursuant to RSUs outstanding as of the Measurement Date, there have been no issuances of any securities of the Company or any of its SubsidiariesSubsidiaries that would have been in breach of Section 5.1(c) if made after the date of this Agreement. (b) All outstanding Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to any pre-emptive or other similar rights. (c) The Company has made available to Purchaser correct and complete copies of all stock award plans set forth in Section 3.3(c) of the Company Disclosure Letter (the “Company Stock Award Plans”) and all forms of options and other stock-based awards issued under those Company Stock Award Plans. There are no Company Stock Award Plans except as set forth in Section 3.3(c) of the Company Disclosure Letter. (d) Except as set forth in this Section 3.33.3(d) of the Company Disclosure Letter, there are no outstanding contractual obligations of the Company or any of its Subsidiaries (i) to issue, sell, sell or otherwise transfer to any Person, or to repurchase, redeem or otherwise acquire from any Person, any Shares, Preferred Stock, shares of capital stock of the Company or any Subsidiary of the Company, or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock of the Company or any Subsidiary of the Company or such securities or other rightsrights or (ii) to provide any funds to or make any investment in (A) any Subsidiary of the Company that is not wholly-owned by the Company or (B) any other Person. (de) Other than the issuance of Shares upon exercise of Stock Options or pursuant to the terms of Company RSUs or Company DSUs, and other than previously announced regular quarterly dividendsOptions, since January 1March 31, 2006 and through the date of this Agreement2008, the Company has not declared or paid any dividend or distribution in respect of any of the Company’s securities, and neither the Company nor any Subsidiary has issued, sold, repurchased, redeemed or otherwise acquired any of the Company’s securities, and their respective boards of directors have not authorized any of the foregoing. (e) Each Company Benefit Plan providing for the grant of Shares or of awards denominated in, or otherwise measured by reference to, Shares (each, a “Company Stock Award Plan”) is set forth (and identified as a Company Stock Award Plan) in Section 3.13(a) of the Company Disclosure Letter. The Company has provided to MergerCo or any of its Affiliates correct and complete copies of all Company Stock Award Plans and all forms of options and other stock based awards (including award agreements) issued under such Company Stock Award Plans. (f) As of the date of this Agreement, neither Neither the Company nor any Subsidiary has entered into any commitment, arrangement or agreement, or is otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any Person other than (i) any such commitments, arrangements, or agreements in the ordinary course of business consistent with past practice, (ii) pursuant to Disclosed Contracts, or (iii) investments in client facilities in the ordinary course of business consistent with past practicePerson.

Capitalization; Options. (a) The Company’s 's authorized capital stock consists solely of 600,000,000 50,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock (the "Preferred Stock"), of which 2,500 shares of Preferred Stock are designated as Class A Common Stock, 1,000,000,000 shares of Class B Common Stock, and 100,000,000 shares of preferred stock (the “Preferred Stock”), including 600,000 shares of Series C Junior Participating Preferred Stock and 20,000 500,000 shares of Adjustable Rate Callable Nontransferable Preferred Stock are designated as Series D B Convertible Preferred Stock. As of the close of business on July 28October 31, 2006 (the “"Measurement Date”"), 56,753,754 21,780,467 shares of Class A Common Stock were issued and outstanding, 123,229,981 shares of Class B Common Stock were issued and outstanding, and no . No shares of Preferred Stock were are issued or outstanding. As of the Measurement Date, 18,884,252 shares of Class A Common Stock and 32,288,583 shares of Class B Common Stock no Shares are held in the treasury of the Company. No Shares are held by any Subsidiary of the Company. Since the Measurement Date until the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options or the terms of Company RSUs or Company DSUs outstanding as of the Measurement Date and other than pursuant to Stock Options or Company DSUs issued to directors pursuant to and in accordance with the Company Director Compensation ProgramDate, there has been no change in the number of outstanding shares of capital stock of the Company or the number of outstanding Stock Options, Company RSUs, or Company DSUs. As of the Measurement Date, Stock Options to purchase 10,778,709 2,653,390 shares of Class A Common Stock or Class B Common Stock were outstanding, and there were outstanding 6,250.2978 Director DSUs and 2,409,008.576 DSUs under the SURP (based upon with a closing weighted average exercise price of $32.38 on such date) and 1,360,517.2913 Company RSUs9.26 per share. Section 3.3(a4.3(a) of the Company Disclosure Letter sets forth a complete and correct list of all Stock Options that are outstanding as of the Measurement Date, the exercise price of each such Stock Option, and with respect to the Persons specified thereon, the number of Stock Options held by each such Person and the exercise prices thereof. As of the date of this Agreement, except Except as set forth in this Section 3.3 and for the 600,000 shares of Series C Junior Participating Preferred Stock which have been reserved for issuance upon the exercise of rights granted under the Company Rights Agreement4.3, there are no shares of capital stock or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock of the Company or such securities or other rights (which term, for purposes of this Agreement, will be deemed to include “"phantom” " stock, stock appreciation rights, or other commitments that provide any right to receive value or benefits similar to such capital stock, securities or other rights). Since the Measurement Date through the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options or pursuant to RSUs outstanding as of the Measurement Date, there have been no issuances of any securities of the Company or any of its SubsidiariesSubsidiaries that would have been in breach of Section 6.1 if made after the date of this Agreement. (b) All outstanding Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to any pre-emptive rights. (c) Except as set forth in this Section 3.3, there There are no outstanding contractual obligations of the Company or any of its Subsidiaries (i) to issue, sell, or otherwise transfer to any Person, or to repurchase, redeem or otherwise acquire from any Person, any Shares, Preferred Stock, capital stock of any Subsidiary of the Company, or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock of the Company or any Subsidiary of the Company or such securities or other rightsrights or (ii) to provide any funds to or make any investment in any Subsidiary of the Company that is not wholly owned by the Company. (d) Other than the issuance of Shares upon exercise of Stock Options or pursuant to the terms of Company RSUs or Company DSUs, and other than previously announced regular quarterly dividends, since January 1, 2006 and through the date of this Agreement, the Company has not declared or paid any dividend or distribution in respect of any of the Company’s 's securities, and neither the Company nor any Subsidiary has issued, sold, repurchased, redeemed or otherwise acquired any of the Company’s securities, and their respective boards of directors have not authorized any of the foregoing. (e) Each Company Benefit Plan providing for the grant of Shares or of awards denominated in, or otherwise measured by reference to, Shares (each, a “"Company Stock Award Plan”") is set forth (and identified as a Company Stock Award Plan) in Section 3.13(a4.13(a) of the Company Disclosure Letter. The Company has provided to MergerCo or any of its Affiliates Parent correct and complete copies of all Company Stock Award Plans and all forms of options and other stock stock-based awards (including award agreements) issued under such Company Stock Award Plans. (f) As of the date of this Agreement, neither the Company nor any Subsidiary has entered into any commitment, arrangement or agreement, or is otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any Person other than (i) any such commitments, arrangements, or agreements in the ordinary course of business consistent with past practice, and other than pursuant to Material Contracts. (g) The maximum number of Shares authorized for issuance pursuant to the ESPP is 1,000,000. Not more than 10,000 Shares will be issuable pursuant to the ESPP with respect to the current Purchase Interval which is scheduled to end on December 31, 2006. With respect to any subsequent Purchase Interval and until the Effective Time, (i) not more than 10,000 Shares will be issuable pursuant to the ESPP during such Purchase Interval and (ii) the total amount of all contributions by participants to their respective participant accounts during any 30-day period during such Purchase Interval shall not exceed the dollar amount that, when applied to the purchase of Shares under the ESPP on the Purchase Date (as defined in the ESPP) or New Purchase Date with respect to such Purchase Interval, would result in the purchase of a total of 3,333 Shares under the ESPP. (h) As of the date of this Agreement, (i) the Company and its Subsidiaries owe $40 million pursuant to Disclosed Contractsoutstanding borrowings under the Credit Facility, or (ii) the maximum amount of additional borrowings possible under the Credit Facility is $55 million and (iii) investments in client facilities in neither the ordinary course of business consistent with past practiceCompany nor any Subsidiary has any other indebtedness for borrowed money or guarantees thereof.

Capitalization; Options. (a) The Company’s 's authorized capital stock shares consists solely of 600,000,000 shares of Class A 60,000,000 Common Stock, 1,000,000,000 shares of Class B Common Stock, Shares and 100,000,000 shares of preferred stock 1,000,000 Serial Preferred Shares (the “"Preferred Stock”Shares"), including 600,000 shares of Series C Junior Participating Preferred Stock and 20,000 shares of Adjustable Rate Callable Nontransferable Series D Preferred Stock. As of the close of business on July 28April 22, 2006 2007 (the “"Measurement Date”"), 56,753,754 35,178,646 Common Shares (including shares of Class A Common Stock subject to restrictions) were issued and outstanding, 123,229,981 shares of Class B Common Stock were issued and outstanding, outstanding and no shares of Preferred Stock Shares were issued or outstanding. As of the Measurement Date, 18,884,252 shares of Class A Common Stock and 32,288,583 shares of Class B Common Stock 2,834,811 Shares are held in the treasury of the Company. No Shares are held by any Subsidiary of the Company. Since the Measurement Date until the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options or the terms of Company RSUs or Company DSUs outstanding as of the Measurement Date and other than pursuant to Stock Options or Company DSUs issued to directors pursuant to and in accordance with the Company Director Compensation ProgramDate, there has been no change in the number of outstanding capital shares of capital stock of the Company or the number of outstanding Stock Options, Company RSUs, or Company DSUs. As of the Measurement Date, 746,686 Stock Options to purchase 10,778,709 746,686 shares of Class A Common Stock or Class B Common Stock Shares were outstanding, and there were outstanding 6,250.2978 Director DSUs and 2,409,008.576 DSUs under the SURP (based upon with a closing weighted average exercise price of $32.38 on such date) and 1,360,517.2913 Company RSUs13.98 per share. Section 3.3(a4.3(a) of the Company Disclosure Letter sets forth a complete and correct list of all Stock Options that are outstanding as of the Measurement Date, the exercise price of each such Stock Option, and with respect to the Persons specified thereon, the number of Stock Options held by each such Person and the exercise prices thereof. As thereof and Section 4.3(a) of the date Company Disclosure Letter sets forth a complete and correct list of this Agreementall Common Shares subject to restrictions that are outstanding as of the Measurement Date and with respect to the Persons specified therein, except the number of Common Shares subject to restrictions held by each such Person. Except as set forth in this Section 3.3 and for the 600,000 shares of Series C Junior Participating Preferred Stock which have been reserved for issuance upon the exercise of rights granted under the Company Rights Agreement4.3, there are no capital shares of capital stock or securities or other rights convertible or exchangeable into or exercisable for capital shares of capital stock of the Company or such securities or other rights (which term, for purposes of this Agreement, will be deemed to include “"phantom” " stock or other commitments that provide any right to receive value or benefits similar to such capital stockshares, securities or other rights). Since the Measurement Date through the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options or pursuant to RSUs outstanding as of the Measurement Date, there have been no issuances of any securities of the Company or any of its SubsidiariesSubsidiaries that would have been in breach of Section 6.1 if made after the date of this Agreement. (b) All outstanding Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to any pre-emptive rights. (c) Except as set forth in this Section 3.34.3, there are no outstanding contractual obligations of the Company or any of its Subsidiaries (i) to issue, sell, or otherwise transfer to any Person, or to repurchase, redeem or otherwise acquire from any Person, any Common Shares, Preferred StockShares, capital stock shares of any Subsidiary of the Company, or securities or other rights convertible or exchangeable into or exercisable for capital shares of capital stock of the Company or any Subsidiary of the Company or such securities or other rightsrights or (ii) to provide any funds to or make any investment in any Subsidiary of the Company that is not wholly owned by the Company. (d) Other than the issuance of Shares upon exercise of Stock Options or pursuant to the terms of Company RSUs or Company DSUsOptions, and other than previously announced regular quarterly dividendsdividends announced prior to the date hereof, since January February 1, 2006 and through the date of this Agreement2006, the Company has not declared or paid any dividend or distribution in respect of any of the Company’s 's securities, and neither the Company nor any Subsidiary has issued, sold, repurchased, redeemed or otherwise acquired any of the Company’s 's securities, and their respective boards of directors have not authorized any of the foregoing. (e) Each Company Benefit Plan providing for the grant of Shares or of awards denominated in, or otherwise measured by reference to, Shares (each, a “"Company Stock Award Plan”") is set forth listed (and identified as a Company Stock Award Plan) in Section 3.13(a4.13(a) of the Company Disclosure Letter. The Company has provided or made available to MergerCo or any of its Affiliates correct and complete copies of all Company Stock Award Plans and all forms of options and other stock stock-based awards (including award agreements) issued under such Company Stock Award Plans. (f) As of the date of this Agreement, neither the Company nor any Subsidiary has entered into any commitment, arrangement or agreement, or is otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any Person other than (i) any such commitments, arrangements, or agreements in the ordinary course of business consistent with past practice, (ii) and other than pursuant to Disclosed Contracts, or (iii) investments in client facilities in the ordinary course of business consistent with past practice.

Capitalization; Options. (a) The Company’s authorized capital stock consists solely of 600,000,000 50,000,000 shares of Class A Common Stock, 1,000,000,000 shares of Class B Common Stock, Stock and 100,000,000 25,000,000 shares of preferred stock stock, par value $1.00 per share (the “Preferred Stock”), including 600,000 shares of Series C Junior Participating Preferred Stock and 20,000 shares of Adjustable Rate Callable Nontransferable Series D Preferred Stock. As of the close of business on July 28January 10, 2006 2008 (the “Measurement Date”), 56,753,754 (i) 13,545,691 shares of Class A Common Stock were issued and outstanding, 123,229,981 shares of Class B Common Stock were issued and outstanding, outstanding and no shares of Preferred Stock were issued or outstanding. As outstanding and (ii) there were available for grant pursuant to the Company Stock Award Plans, Stock Options representing an aggregate of the Measurement Date, 18,884,252 3,653,806 shares of Class A Common Stock and 32,288,583 shares of Class B Common Stock Stock. No Shares are held in the treasury of the Company. No Shares are held by any Subsidiary of the Company’s Subsidiaries. Since the Measurement Date until the date of this AgreementDate, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options or the terms of Company RSUs or Company DSUs outstanding as of the Measurement Date and other than pursuant to Stock Options or Company DSUs issued to directors pursuant to and in accordance with the Company Director Compensation ProgramDate, there has been no change in the number of outstanding shares of capital stock of the Company or the number of outstanding Stock Options, Company RSUs, or Company DSUs. As of the Measurement Date, 1,275,413 Stock Options to purchase 10,778,709 1,275,413 shares of Class A Common Stock or Class B Common Stock were outstanding, and there were outstanding 6,250.2978 Director DSUs and 2,409,008.576 DSUs under the SURP (based upon with a closing weighted average exercise price of $32.38 on such date) and 1,360,517.2913 Company RSUs10.258 per share. Section 3.3(a4.3(a) of the Company Disclosure Letter sets forth a complete and correct list of all Stock Options that are outstanding as of the Measurement Date, the exercise price of for each such Stock Option, and with respect issued or outstanding pursuant to the Persons specified thereonCompany Stock Award Plans or otherwise, the number of Stock Options held by each such Person Options, the number of shares of Common Stock issuable thereunder and the vesting schedules, the grant date, the expiration date and exercise prices thereofor conversion price relating thereto. As of the date of this Agreement, except Except as set forth in this Section 3.3 and for the 600,000 shares of Series C Junior Participating Preferred Stock which have been reserved for issuance upon the exercise of rights granted under the Company Rights Agreement4.3, there are no shares of capital stock or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock of the Company or such securities or other rights (which term, for purposes of this Agreement, will be deemed to include “phantom” stock or other commitments that provide any right to receive value or benefits similar to such capital stock, securities or other rights). Since the Measurement Date through the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Stock Options or pursuant to RSUs outstanding as of the Measurement Date, there have been no issuances of any securities of the Company or any of its SubsidiariesSubsidiaries that would have been in breach of Section 6.1(c) if made after the date of this Agreement. (b) All outstanding Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to any pre-emptive or other similar rights. (c) The Company has furnished to Purchaser correct and complete copies of all stock award plans set forth in Section 4.3(c) of the Company Disclosure Letter (the “Company Stock Award Plans”) and all forms of options and other stock-based awards issued under those Company Stock Award Plans. There are no Company Stock Award Plans except as set forth in Section 4.3(c) of the Company Disclosure Letter. (d) Except as set forth in this Section 3.34.3, there are no outstanding contractual obligations of the Company or any of its Subsidiaries (i) to issue, sell, or otherwise transfer to any Person, or to repurchase, redeem or otherwise acquire from any Person, any Shares, Preferred Stock, capital stock of any Subsidiary of the Company, or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock of the Company or any Subsidiary of the Company or such securities or other rightsrights or (ii) to provide any funds to or make any investment in (A) any Subsidiary of the Company that is not wholly-owned by the Company or (B) any other Person. (de) Other than the issuance of Shares upon exercise of Stock Options or pursuant to the terms of Company RSUs or Company DSUs, and other than previously announced regular quarterly dividendsOptions, since January 1September 30, 2006 and through the date of this Agreement2007, the Company has not declared or paid any dividend or distribution in respect of any of the Company’s securities, and neither the Company nor any Subsidiary has issued, sold, repurchased, redeemed or otherwise acquired any of the Company’s securities, and their respective boards of directors have not authorized any of the foregoing. (e) Each Company Benefit Plan providing for the grant of Shares or of awards denominated in, or otherwise measured by reference to, Shares (each, a “Company Stock Award Plan”) is set forth (and identified as a Company Stock Award Plan) in Section 3.13(a) of the Company Disclosure Letter. The Company has provided to MergerCo or any of its Affiliates correct and complete copies of all Company Stock Award Plans and all forms of options and other stock based awards (including award agreements) issued under such Company Stock Award Plans. (f) As of the date of this Agreement, neither Neither the Company nor any Subsidiary has entered into any commitment, arrangement or agreement, or is otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any Person other than Person. (g) With respect to the Stock Options, (i) any each grant of a Stock Option was duly authorized no later than the date on which the grant of such commitmentsStock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, arrangementsincluding, as applicable, approval by the Company Board, or agreements in a committee thereof, or a duly authorized delegate thereof, and any required approval by the ordinary course shareholders of business consistent with past practicethe Company by the necessary number of votes or written consents, and the award agreement governing such grant, if any, was duly executed and delivered by each party thereto within a reasonable time following the Grant Date, (ii) pursuant to Disclosed Contractseach such grant was made in accordance with the terms of the applicable Company Stock Award Plan, or the Exchange Act and all other applicable Law, including the rules of NASDAQ, (iii) investments the per share exercise price of each Stock Option was not less than the fair market value of a share of Common Stock on the applicable Grant Date, (iv) each such grant was properly accounted for in client facilities all material respects in accordance with GAAP in the ordinary course financial statements (including the related notes) of business consistent the Company and disclosed in the Company SEC Documents in accordance with past practicethe Exchange Act and all other applicable Laws, and (v) no modifications have been made to any such grants after the Grant Date.