Common use of Capitalization; Ownership of Shares Clause in Contracts

Capitalization; Ownership of Shares. (a) The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock and 2,000,000 shares of preferred stock, par value $1.00 per share (“Preferred Stock”). As of May 8, 2009, 99,923,718 shares of Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights. Except for issuances in the ordinary course of business consistent with past practice pursuant to the Stock Incentive Plans, (i) since May 8, 2009, the Company has not issued or sold any shares of Common Stock and (ii) there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares or obligating either the Company or any Subsidiary to issue, sell or purchase any shares of Common Stock, or any other interest in, the Company. There are no shares of Preferred Stock issued or outstanding, and none are reserved for issuance other than shares reserved for issuance pursuant to the Rights Agreement. (b) The issuance of the Shares has been duly authorized by all necessary corporate action on the part of the Company, and no approval of the Company’s stockholders is required under any Law or under the regulations and policies of any securities exchange in connection therewith. Upon the issuance and sale of the Shares, such Shares will (A) be duly authorized by all necessary corporate action on the part of the Company, (B) be validly issued, fully paid and nonassessable, and (C) not have been issued in violation of any preemptive or other similar right. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares.

Capitalization; Ownership of Shares. (a) The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock and 2,000,000 25,000,000 shares of preferred stock, par value $1.00 0.01 per share (the “Preferred Stock”). As of May 8December 7, 20092007, 99,923,718 (i) 181,565,113 shares of Common Stock were are issued and outstanding, all of which are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights. Except , (ii) 12,466,782 shares of Common Stock are reserved for issuances in the ordinary course of business consistent with past practice issuance pursuant to employee stock options and restricted stock units granted pursuant to the Stock Incentive PlansPlan, (iiii) since May 8, 2009, the Company has not issued or sold any 20,076,846 shares of Common Stock are reserved for issuance pursuant to the Stock Purchase Plan, (iv) zero shares of Preferred Stock are issued and outstanding and (iiv) 20,796,381 shares of Common Stock are reserved for issuance pursuant to the Convertible Securities. Except for the Stock Plans or as set forth in Section 3.03(a) of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares or obligating either the Company or any Subsidiary to issue, sell or purchase any shares of Common Stock, or any other interest in, the Company. There are no shares of Preferred Stock issued or outstanding, and none are reserved for issuance other than shares reserved for issuance pursuant to the Rights Agreement. (b) The issuance of the Shares has been duly authorized by all necessary corporate action on the part of the Company, and no approval of the Company’s stockholders is required under any Law or under the regulations and policies of any securities exchange in connection therewith. Upon the issuance and sale of the Shares, such Shares will (A) be duly authorized by all necessary corporate action on the part of the Company, (B) be validly when issued, paid for and delivered in accordance with the terms of this Agreement, will be fully paid and nonassessable, nonassessable and (C) not have been issued in violation the Investor will own the Shares free and clear of any preemptive or other similar rightall Encumbrances. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares. (b) All of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary are owned by the Company, directly or indirectly, free and clear of any Encumbrances, and all of such shares or equity ownership interests have been duly and validly authorized and issued and are fully paid and nonassessable, and are not subject to preemptive rights. Except as set forth in Section 3.03(b) of the Disclosure Schedule, no Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any shares of capital stock or any other equity ownership interests in any Subsidiary.

Capitalization; Ownership of Shares. (a) The authorized capital stock Equity Securities of the Company consists consist solely of 500,000,000 shares of Common Stock and 2,000,000 shares of preferred stock, par value $1.00 per share (“Preferred Stock”). As of May 8, 2009, 99,923,718 shares of Common Stock were issued and outstandingthe Shares, all of which are issued and outstanding. Except for the Shares, there are no issued or outstanding Equity Securities of the Company. The Shares have been duly authorized and are validly issued, fully paid and nonassessable non-assessable, and are free of any preemptive rights in respect thereto, and were not issued in violation of any preemptive rights. Except for issuances in the ordinary course of business consistent with past practice pursuant to the Stock Incentive Plans, (i) since May 8, 2009, the Company has not issued or sold any shares of Common Stock and (ii) there are no call options, warrantsrights of first refusal, convertible securities or other subscription rights, agreements, arrangements transfer restrictions (other than those imposed by securities Laws) or commitments relating to the Shares similar rights of any Person or obligating either the Company or any Subsidiary to issue, sell or purchase any shares of Common Stock, or any other interest in, the Companyapplicable Law. There are no shares Contracts to which the Company is a party or by which it is bound relating to the issuance, repurchase, exchange, conversion, transfer, disposition, redemption or acquisition of Preferred Stock issued or outstanding, and none are reserved for issuance any Equity Securities of the Company (other than shares reserved for issuance pursuant this Agreement and any other Transaction Agreements). The Company has not granted, directly or indirectly, to any Person any right to acquire any Equity Securities of any member of the Company Group or any right or privilege capable of the right to acquire any Equity Securities of any member of the Company Group. The Company is not a party to any voting trust, proxy or other agreement or understanding with respect to the Rights Agreementvoting of any of Equity Securities of any member of the Company Group and there are no contractual equityholder preemptive or similar rights, rights of first refusal, rights of first offer or registration rights in respect of any Equity Securities of any member of the Company Group. (b) The issuance Section 2.03(b) of the Shares has Disclosure Letter sets forth for each member of the Company Group (i) its authorized equity interests and (ii) the number of issued and outstanding shares ‎or other equity interests, the registered owners thereof and the number ‎of shares or other equity interests held in treasury (as applicable). All of the issued and ‎outstanding equity securities of each member of the Company Group have been duly and validly authorized by all necessary corporate action on the part of the Companyand ‎issued, and no approval of the Company’s stockholders is required under any Law or under the regulations and policies of any securities exchange in connection therewith. Upon the issuance and sale of the Shares, such Shares will (A) be duly authorized by all necessary corporate action on the part of the Company, (B) be validly issued, are fully paid and nonassessablenonassessable (as applicable), and (C) not have been issued in compliance with ‎all applicable Laws. None of the equity interests of any member of the Company Group were issued in violation of ‎any purchase option, right of first refusal, preemptive right, subscription right or any similar right. ‎No member of the Company Group has any outstanding or authorized options, warrants, purchase rights, subscription ‎rights, conversion rights, exchange rights, preemptive rights or other similar rightContracts that could require ‎such member of the Company Group to issue, sell, or otherwise cause to become outstanding any of its equity interests ‎or securities convertible or exchangeable for, or any options, warrants, or rights to purchase, any ‎of such equity interests. There are no voting trustsoutstanding obligations of any member of the Company Group to repurchase, stockholder agreements‎redeem or otherwise acquire any of its equity interests. There are no outstanding or authorized ‎share or unit appreciation, proxies phantom equity, or other agreements or understandings in effect similar rights with respect to the voting or transfer of any member of the Shares.Company Group.‎ Except as set forth in Section 2.03(b) of the Disclosure Letter, no member of the Company Group ‎(i) owns or controls, directly or indirectly, any interest in any other corporation, association or ‎other business entity or (ii) participates in any joint venture or partnership.‎