Common use of Capitalization; Ownership of Shares Clause in Contracts

Capitalization; Ownership of Shares. The authorized capital stock of ----------------------------------- Parent consists of (i) 352,883,506 shares of common stock of which 100 million shares are designated as shares of Class A common stock, par value $.01 per share ("Parent Class A Common Stock"), 250 million shares are designated as shares of Parent Class B Common Stock, 2,883,506 shares are designated as shares of Class C common stock, par value $.01 per share ("Parent Class C Common Stock"), and (ii) 2 million shares of preferred stock, par value $.01 per share, of Parent ("Parent Preferred Stock" and, together with Parent Class A Common Stock, Parent Class B Common Stock and Parent Class C Common Stock, "Parent Capital Shares"). As of May 4, 1999, 63,175,984 shares of Parent Class A Common Stock were issued and outstanding and no shares thereof were held in treasury, 9,247,109 shares of Parent Class B Common Stock were issued and outstanding no shares thereof were held in treasury, no shares of Parent Class C Common Stock were issued and outstanding or held in treasury, and no shares of Parent Preferred Stock were outstanding or held in treasury. All of the Parent Capital Shares have been duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights with no liability attaching to the ownership thereof. As of the date of this Agreement, except pursuant to this Agreement, the outstanding Parent Class A Common Stock, the obligation to issue Class B Common Stock to the equity holders of Xxxxx.xxx upon the closing of the acquisition of that company by the Parent or its wholly-owned subsidiary and the terms of stock options issued pursuant to the 1998 Employee Stock Purchase Plan and the CitySearch, Inc. 1996 Stock Option Plan as in effect as of the date hereof (the "Parent Stock Plans"), the Parent does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Parent Capital Stock or any other equity securities of Parent or any securities representing the right to purchase or otherwise receive any Parent Capital Shares. As of the date hereof, no Parent Capital Shares were reserved for issuance, except for (i) shares of Parent Class B Common Stock reserved for issuance upon the exercise of stock options pursuant to the Parent Stock Plans, (ii) shares of Parent Class B Common Stock reserved for issuance upon conversion of the outstanding shares of Parent Class A Common Stock; and (iii) shares reserved for issuance or which Parent otherwise is committed to issue in respect of the transactions contemplated by a definitive agreement to acquire Xxxxx.xxx. Since May 4, 1999, Parent has not issued any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, except for options issued in the ordinary course of business and shares of Class B Common Stock issued upon the routine exercise of options issued in the ordinary course.

Capitalization; Ownership of Shares. (a) The authorized capital stock of ----------------------------------- Parent consists Newco at the Closing will consist of (i) 352,883,506 15,000,000 shares of common stock of which 100 million shares are designated as shares of Class A common stock, par value $.01 per share ("Parent Class A Common Stock"), 250 million shares are designated as shares of Parent Class B Newco Common Stock, 2,883,506 of which 2,800,000 shares are designated intended to be issued and outstanding as shares of Class C common stockthe Closing (which, par value $.01 per share ("Parent Class C Common Stock"for purposes of this Section 4.4, shall be deemed to include any Subsequent Closing), and (ii) 2 million 5,0000,000 shares of preferred stock, par value $.01 per share, of Parent share (the "Parent Newco Preferred Stock" and, together with Parent Class A Newco Common Stock, Parent Class B Common Stock the "Capital Stock"), 2,000,000 shares of which are designated as the Series A Shares, of which 700,000 shares are intended to be issued and Parent Class C Common Stockoutstanding as of the Closing (which, "Parent Capital Shares"for purposes of this Section 4.4, shall be deemed to include any Subsequent Closing). As of May 4the Closing Date, 1999, 63,175,984 shares of Parent Class A Common Stock were there will be issued and outstanding and no shares thereof were held in treasury, 9,247,109 Warrants to purchase 2,100,000 shares of Parent Class B Newco Common Stock were issued and Stock. All the outstanding no shares thereof were held in treasury, no shares of Parent Class C Common the Capital Stock were issued and outstanding or held in treasury, and no shares of Parent Preferred Stock were outstanding or held in treasury. All of the Parent Capital Shares have been duly authorized, validly issued, issued and are fully paid and nonassessable non-assessable and free were issued in compliance with all applicable state and federal Laws concerning the issuance of preemptive rights with no liability attaching to the ownership thereofsecurities. As The rights, preferences, privileges and restrictions of the date Series A Shares are as stated in Newco's Certificate of this Designation for the Series A Shares. Except as set forth in the Subscription Agreement, except pursuant to this Agreement, the outstanding Parent Class A Common Stock, the obligation to issue Class B Common Stock to the equity holders of Xxxxx.xxx upon the closing of the acquisition of that company by the Parent or its wholly-owned subsidiary and the terms of stock options issued pursuant to the 1998 Employee Stock Purchase Plan and the CitySearch, Inc. 1996 Stock Option Plan as in effect dated as of the date hereof (the "Parent Subscription Agreement") or the Stockholders Agreement, holders of shares of Newco Common Stock, Newco Preferred Stock Plans")and Senior A Shares have no preemptive rights. Except for the transactions contemplated by this Agreement, the Parent does not have Subscription Agreement, the Stockholders Agreement and is not bound by any the Warrants, there are (i) no outstanding subscriptionswarrants, options, warrantsconvertible securities or rights to subscribe for or purchase any Capital Stock or other securities from Newco, calls(ii) no voting trusts or voting agreements among, commitments or irrevocable proxies executed by, stockholders of Newco, (iii) no existing rights of stockholders to require Newco to register any securities of Newco or to participate with Newco in any registration by Newco of its securities, (iv) no agreements of any character calling among the stockholders providing for the purchase or issuance sale of Newco's Capital Stock and (v) no obligations of Newco to purchase, redeem or otherwise acquire any shares of Parent its Capital Stock or any interest therein or to pay any dividend or make any other equity securities distribution in respect thereof. (1) The Series A Shares to be sold pursuant to this Agreement, when issued, sold and delivered in accordance with the terms of Parent this Agreement, will be duly and validly issued, fully paid and non-assessable and will be free and clear of all Liens other than Liens imposed as a result of actions by any of Parent, CMS or any securities representing the right to purchase Incentives or otherwise receive any Parent Capital Shares. As of the date hereof, no Parent Capital Shares were reserved for issuance, except for (i) shares of Parent Class B Common Stock reserved for issuance upon the exercise of stock options their respective Affiliates or pursuant to the Parent Stock Plans, (ii) Stockholders Agreement. The shares of Parent Class B Newco Common Stock reserved for issuance issuable upon conversion of the outstanding shares of Parent Class Series A Common Stock; Shares have been duly and (iii) shares validly reserved for issuance or which Parent otherwise is committed to issue and, upon issuance in respect accordance with the terms of the transactions contemplated Newco's Certificate of Designation for the Series A Shares, will be duly and validly issued, fully paid, non-assessable and will be free and clear of all Liens other than Liens imposed as a result of actions by a definitive agreement any of Parent, CMS or Incentives or their respective Affiliates or pursuant to acquire Xxxxx.xxx. Since May 4, 1999, Parent has not issued any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, except for options issued in the ordinary course of business and shares of Class B Common Stock issued upon the routine exercise of options issued in the ordinary courseStockholders Agreement.

Capitalization; Ownership of Shares. The authorized capital stock of ----------------------------------- Parent the Company consists of (i) 352,883,506 244,000 shares of common stock of which 100 million shares are designated as shares of Class A common stockCommon Stock, par value $.01 per share (the "Parent Class A Common Stock"), 250 million of which 242,500 shares are designated as shares of Parent Class B Common Stock, 2,883,506 shares are designated as issued and outstanding and constitute the Shares; (ii) 1,000 shares of Class C common stockA Preferred Stock, par value $.01 per share (the "Parent Class C Common A Preferred Stock"), all of which 1,000 shares are issued and outstanding as of the date hereof and all of which shall be redeemed out of the Net Transaction Consideration at the Closing; and (iiiii) 2 million 1,000 shares of preferred stockClass B Preferred Stock, par value $.01 per share, of Parent share (the "Parent Class B Preferred Stock" and, together with Parent Class A Common Stock, Parent Class B Common Stock and Parent Class C Common Stock, "Parent Capital Shares"). As , all of May 4, 1999, 63,175,984 which 1,000 shares of Parent Class A Common Stock were are issued and outstanding as of the date hereof and no shares thereof were held in treasury, 9,247,109 shares all of Parent Class B Common Stock were issued and outstanding no shares thereof were held in treasury, no shares which shall be redeemed out of Parent Class C Common Stock were issued and outstanding or held in treasury, and no shares of Parent Preferred Stock were outstanding or held in treasurythe Net Transaction Consideration at the Closing. All of the Parent Capital Shares have been duly authorized, are owned of record by the Sellers as set forth on Schedule I hereto and all of the shares of the Class A Preferred Stock and the Class B Preferred Stock are owned of record by the Sellers as set forth on Schedule II hereto. All of such Shares and Class A Preferred Stock and Class B Preferred Stock are validly issued, fully paid and nonassessable and free of preemptive rights with non-assessable. There are no liability attaching to the ownership thereof. As securities of the date of this AgreementCompany presently outstanding, except pursuant to this Agreement, and at the outstanding Parent Class A Common Stock, the obligation to issue Class B Common Stock to the equity holders of Xxxxx.xxx upon the closing Closing there will not be any securities of the acquisition of that company by Company outstanding, which are convertible into, exchangeable for, or carrying the Parent or its wholly-owned subsidiary and the terms of stock options issued pursuant right to the 1998 Employee Stock Purchase Plan and the CitySearchacquire, Inc. 1996 Stock Option Plan as in effect as equity securities of the date hereof (the "Parent Stock Plans")Company, the Parent does not have and is not bound by or any outstanding subscriptions, preemptive rights, warrants, options, warrants, calls, convertible securities, registration or other rights or other arrangements or commitments obligating the Company to issue, transfer or agreements dispose of any character calling for the purchase of its equity securities or issuance of any shares of Parent Capital Stock other equity interests or any other equity securities of Parent or any securities representing the right to purchase or otherwise receive any Parent Capital Sharesownership interest therein. As The consummation of the date hereoftransaction contemplated hereby will convey to the Buyer good title to the Shares, no Parent Capital Shares were reserved for issuancefree and clear of all Liens, except for (i) shares any Liens created by the Buyer and restrictions on transfer by the Buyer imposed by applicable federal and state securities laws, and will effect the redemption of Parent the Class A Preferred Stock and the Class B Common Stock reserved for issuance upon the exercise of stock options pursuant to the Parent Stock Plans, (ii) shares of Parent Class B Common Stock reserved for issuance upon conversion of the outstanding shares of Parent Class A Common Preferred Stock; and (iii) shares reserved for issuance or which Parent otherwise is committed to issue in respect of the transactions contemplated by a definitive agreement to acquire Xxxxx.xxx. Since May 4, 1999, Parent has not issued any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, except for options issued in the ordinary course of business and shares of Class B Common Stock issued upon the routine exercise of options issued in the ordinary course.