Common use of Capitalization; Shares Clause in Contracts

Capitalization; Shares. The Company's authorized capital stock consists of 25,000,000 shares of Common Stock, of which 8,128,797 shares are issued and outstanding on the date hereof and 10,000,000 shares of preferred stock, $.01 par value per share, none of which are outstanding on the date hereof. No shares of the Company's capital stock are owned directly or indirectly by the Company. All of the Company's issued and outstanding shares of capital stock are duly authorized and validly issued, fully paid and non-assessable. Except as set forth on Schedule 2.6 hereto, there are no subscriptions, options, warrants, calls, rights, agreements, commitments, understandings, restrictions or arrangements of any kind relating to the issuance, sale or transfer by the Company of any of its capital stock or relating to the sale or transfer of the Shares, including, without limitation, any rights of conversion or exchange under any outstanding securities or other instruments. There are no voting trusts or other agreements or understandings of any kind with respect to the Shares.