Common use of Capitalization; Status of Capital Stock Clause in Contracts

Capitalization; Status of Capital Stock. The authorized capital stock of VCI consists solely of 20,000,000 shares of voting common stock, $.01 par value, of which an aggregate of 9,773,927 shares are presently issued and outstanding. After giving effect to the transactions described herein, an aggregate of 11,859,039 shares of VCI common stock will be issued and outstanding. All of the outstanding shares of capital stock of VCI have been duly authorized, are validly issued, and are fully paid and nonassessable. The VCI Shares, when issued and delivered in accordance with the terms of this Agreement, and the shares to be issued to Mortco upon exercise of the First Restated Warrant and the Second Restated Warrant, when issued in accordance with the terms of the First Restated Warrant and the Second Restated Warrant, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all claims, pledges, liens, encumbrances and restrictions of every kind. Except as otherwise set forth in Schedule 2.3, no options, warrants, subscriptions or purchase rights of any nature to acquire from VCI or any Subsidiary shares of capital stock or other securities are authorized, issued or outstanding, nor is VCI or any Subsidiary obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. Except as set forth in Schedule 2.3, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock of VCI or any Subsidiary. There are no agreements, understandings, trusts or other understandings concerning transfers of the capital stock of VCI or any Subsidiary, except as contemplated by this Agreement. The offer and sale of all capital stock and other securities of VCI and each Subsidiary issued before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission with respect thereto. VCI shall own, upon closing on the acquisition of each Subsidiary in compliance with the Merger Agreements attached hereto as Exhibits C-1 through C-5, all of the issued and outstanding capital stock of each Subsidiary.

Capitalization; Status of Capital Stock. The Company has a total authorized capitalization consisting of 75,000,000 shares of Voting Common Stock, of which 33,049,473 shares are issued and outstanding and no shares of which are held by the Company as Treasury Stock, 15,000,000 shares of Non-Voting Common Stock, of which 6,792,135 shares are issued and outstanding and no shares of which are held by the Company as Treasury Stock, and 15,000,000 shares of Preferred Stock, of which 10,433,504 shares are issued and outstanding and no shares of which are held by the Company as Treasury Stock. A complete list of the outstanding capital stock of VCI consists solely of 20,000,000 shares of voting common stock, $.01 par value, of the Company and the names in which an aggregate of 9,773,927 shares are presently issued and outstanding. After giving effect to the transactions described herein, an aggregate of 11,859,039 shares of VCI common such capital stock will be issued and outstandingis registered is set forth in Exhibit 3.20 hereto. All of the outstanding shares of capital stock of VCI the Company have been duly authorized, are validly issued, issued and are fully paid and nonassessable. The VCI Shares, when issued and delivered in accordance with the terms shares of this Agreement, and the shares to be issued to Mortco Common Stock issuable upon exercise of the First Restated Warrant and the Second Restated WarrantWarrants, when issued in accordance with the terms of the First Restated Warrant and the Second Restated Warrantso issued, will be duly authorized, validly issued, issued and fully paid and nonassessable, and free and clear of all claims, pledges, liens, encumbrances and restrictions of every kind. Except as otherwise set forth in Schedule 2.3indicated on Exhibit 3.20, there are no options, warrants, subscriptions warrants or rights to purchase rights of any nature to acquire from VCI or any Subsidiary shares of capital stock or other securities are of the Company authorized, issued or outstanding, nor is VCI or any Subsidiary the Company obligated in any other manner to issue shares of its capital stock or other securities securities. There are no restrictions on the transfer of shares of Voting Common Stock issued or issuable upon exercise of the Warrants, and, except as contemplated by this Agreement. Except as set forth in Schedule 2.3otherwise indicated on Exhibit 3.20, there are no agreements, understandings, trusts or restrictions on the transfer of other collaborative arrangements or understandings concerning the voting shares of the capital stock of VCI the Company other than those imposed by relevant state and federal securities laws. Except as otherwise indicated on Exhibit 3.20, no holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any Subsidiaryagreement or instrument to which the Company is a party, or which are otherwise binding upon the Company. There are no agreementsNeither the issuance of the Notes or the Warrants nor the shares of Common Stock issued upon exercise of the Warrants will result in an adjustment under the antidilution or exercise rights of any holders of any outstanding shares of capital stock, understandingsoptions, trusts warrants or other understandings concerning transfers rights to acquire any securities of the capital stock Company. The shares of VCI or any SubsidiaryCommon Stock issuable upon exercise of the Warrants shall constitute, except as contemplated by this Agreementat the time of the Closing, not less than 4.94% of the outstanding Common Stock of the Company, calculated on a fully diluted basis. The offer and sale of all shares of capital stock and other securities of VCI and each Subsidiary the Company issued before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission with respect thereto. VCI shall ownlaws, upon closing subject to the disclosure set forth on the acquisition of each Subsidiary in compliance with the Merger Agreements attached hereto as Exhibits C-1 through C-5, all of the issued and outstanding capital stock of each SubsidiaryExhibit 3.20 hereto.

Capitalization; Status of Capital Stock. The Company has a total authorized capital stock capitalization consisting of VCI consists solely of 20,000,000 (i) 8,290,000 shares of voting common stockClass B Common Stock, $.01 par value, of which an aggregate of 9,773,927 4,421,000 shares are presently issued and outstanding. After outstanding on the date hereof, (ii) 3,040,000 shares of Class A Common Stock, of which no shares are issued and outstanding on the date hereof and (iii) 3,009,600 shares of Series A Preferred Stock, of which no shares are issued and outstanding on the date hereof, in each case without giving effect to the transactions described herein, an aggregate contemplated hereby. A complete list of 11,859,039 the capital shares of VCI common stock will be the Company which has been previously issued and outstandingthe names in which such capital shares are registered on the stock transfer books of the Company is set forth in EXHIBIT 3.16 hereto. All the outstanding capital shares of the outstanding shares of capital stock of VCI Company have been duly authorized, are validly issued, issued and are fully paid and nonassessablenon-assessable. The VCI Purchased Shares, when issued and delivered in accordance with the terms hereof and after payment of this Agreementthe purchase price therefor, and the shares to be issued to Mortco upon exercise of the First Restated Warrant and the Second Restated WarrantConverted Shares, when issued in accordance with the terms and delivered upon conversion of the First Restated Warrant and the Second Restated Warrant, Class A Common Stock will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all claims, pledges, liens, encumbrances and restrictions of every kindnon-assessable. Except as otherwise set forth in Schedule 2.3EXHIBIT 3.16, no options, warrants, subscriptions or purchase rights of any nature to acquire from VCI or any Subsidiary the Company shares of capital stock or other securities are authorized, issued or outstanding, nor is VCI or any Subsidiary the Company obligated in any other manner to issue shares of its capital stock shares or other securities except as contemplated by this Agreement. Except as set forth in Schedule 2.3EXHIBIT 3.16, there are no restrictions on the transfer of capital shares of the Company other than those imposed by relevant Federal and State securities laws and as otherwise contemplated by this Agreement, the Stockholders' Agreement and the Registration Rights Agreement. Except as set forth in EXHIBIT 3.16 and other than as provided in the above-referenced Stockholders' Agreement, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock shares of VCI or any Subsidiarythe Company. There Except as set forth in EXHIBIT 3.16, there are no agreements, understandings, understandings or trusts or other understandings concerning transfers of the capital stock shares of VCI or any Subsidiarythe Company except for the aforementioned Stockholders' Agreement, the aforementioned Registration Rights Agreement and except as contemplated by this Agreement. The offer and sale of all capital stock shares and other securities of VCI and each Subsidiary the Company issued before the Closing or Additional Closing, as the case may be, complied with or were exempt from all applicable federal Federal and state State securities laws and no stockholder has a right of rescission with respect thereto. VCI shall own, upon closing on the acquisition of each Subsidiary in compliance with the Merger Agreements attached hereto as Exhibits C-1 through C-5, all of the issued and outstanding capital stock of each Subsidiary.

Capitalization; Status of Capital Stock. The authorized capital stock of VCI consists solely of 20,000,000 shares of voting common stock, $.01 par value, of which an aggregate of 9,773,927 shares are presently issued and outstanding. After giving effect to the transactions described herein, an aggregate of 11,859,039 11,589,039 shares of VCI common stock will be issued and outstanding. All of the outstanding shares of capital stock of VCI have been duly authorized, are validly issued, and are fully paid and nonassessable. The VCI Shares, when issued and delivered in accordance with the terms of this Agreement, and the shares to be issued to Mortco upon exercise of the First Restated Warrant and the Second Restated Warrant, when issued in accordance with the terms of the First Restated Warrant and the Second Restated Warrant, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all claims, pledges, liens, encumbrances and restrictions of every kind. Except as otherwise set forth in Schedule 2.3, no options, warrants, subscriptions or purchase rights of any nature to acquire from VCI or any Subsidiary shares of capital stock or other securities are authorized, issued or outstanding, nor is VCI or any Subsidiary obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. Except as set forth in Schedule 2.3, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock of VCI or any Subsidiary. There are no agreements, understandings, trusts or other understandings concerning transfers of the capital stock of VCI or any Subsidiary, except as contemplated by this Agreement. The offer and sale of all capital stock and other securities of VCI and each Subsidiary issued before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission with respect thereto. VCI shall own, upon closing on the acquisition of each Subsidiary in compliance with the Merger Agreements attached hereto as Exhibits C-1 through C-5, all of the issued and outstanding capital stock of each Subsidiary.

Capitalization; Status of Capital Stock. (a) The Company has a total authorized capital stock capitalization consisting of VCI consists solely of 20,000,000 30,000,000 shares of voting common stock, $.01 par value, Preferred Stock (of which an aggregate of 9,773,927 13,500,000 shares are presently designated as Class A Redeemable Preferred Stock and 5,500,000 shares are designated as Class B Senior Redeemable Preferred Stock), and 100,000,000 shares of Common Stock. All issued and outstanding. After giving effect to the transactions described herein, an aggregate of 11,859,039 shares of VCI common stock will be issued and outstanding. All of the outstanding shares of capital stock of VCI the Company and each Subsidiary have been duly authorized, are authorized and validly issued, and are fully paid and nonassessable. non-assessable, and were issued in compliance with all applicable state and Federal securities laws. (b) The VCI SharesPreferred Shares and the Warrants which are being issued hereunder have been duly and validly authorized and, when issued and delivered in accordance with the terms of this Agreement, and hereof for the shares to be issued to Mortco upon exercise of the First Restated Warrant and the Second Restated Warrant, when issued in accordance with the terms of the First Restated Warrant and the Second Restated Warrantconsideration provided herein, will be duly authorized, validly issued, fully paid and nonassessablenonassessable and will not be subject to any Lien. On or prior to Closing, the Company will have authorized and reserved, and free covenants to continue to reserve, a sufficient number of shares of Common Stock for issuance upon the exercise of the Warrants. The shares of Common Stock that will be issued upon exercise of the Warrants will be validly issued, fully paid and clear nonassessable and will not be subject to any Lien, subject to applicable restrictions on transfer under Federal and state securities laws and any Liens created by the Investors. No further approval or authorization of all claims, pledges, liens, encumbrances and restrictions the shareholders or the directors of every kind. the Company or any successor or other Person is or will be required for the issuance of the Common Stock upon exercise of the Warrants. (c) Except as otherwise set forth in on Schedule 2.3, no options, warrants, subscriptions or purchase rights of any nature to acquire from VCI or 4.3: (a) neither the Company nor any Subsidiary has any subscription, warrant, option, convertible security or other options or rights (contingent or otherwise) to purchase shares of capital stock stock, or other securities are convertible into shares of capital stock, authorized, issued or outstanding, nor is VCI the Company or any Subsidiary obligated in any other manner to issue shares of its capital stock or securities convertible into or evidencing any right to acquire shares of its capital stock, or to distribute to holders of any of its capital stock any evidence of indebtedness or assets; (b) no Person has any preemptive right, right of first refusal or similar right to acquire additional shares of capital stock of the Company or any Subsidiary in connection with the sale and purchase of the Securities pursuant to this Agreement or otherwise; (c) there are no restrictions on the transfer of the shares of capital stock of the Company, other than (i) those imposed by relevant state and Federal securities except as contemplated by this Agreement. Except laws, (ii) as set forth in Schedule 2.3Section 6.5 hereto; and (iii) certain restrictions on transfers of shares issued in connection with certain acquisitions made by the Company, (d) no Person has any right to cause the Company to effect the registration under the Securities Act of any shares of capital stock or any other securities (including debt securities) of the Company other than as set forth in the Registration Rights Agreement and the registration rights agreements executed by the Company in connection with the acquisitions of Big Apple Paging Corp. and Mercury Paging & Communications, Inc.; (e) neither the Company nor any Subsidiary has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein, or to pay any dividend or make any other distribution in respect thereto; and (f) there are no voting trusts, shareholders' agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting proxies relating to any securities of the capital stock of VCI Company or any Subsidiary. There are no agreements, understandings, trusts or other understandings concerning transfers A complete and correct schedule of the capital stock number of VCI or any Subsidiary, except as contemplated by this Agreement. The offer and sale shares of all capital stock and other securities of VCI and each Subsidiary issued before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission with respect thereto. VCI shall own, upon closing on the acquisition of each Subsidiary in compliance with the Merger Agreements attached hereto as Exhibits C-1 through C-5, all of the issued and outstanding capital stock and of any subscription, warrant, option, convertible security or other options or rights (contingent or otherwise) to purchase shares of capital stock, or securities convertible into shares of capital stock of the Company and each SubsidiarySubsidiary immediately prior to the Closing is set forth in Schedule 4.3.