Common use of Capitalization; Structure Clause in Contracts

Capitalization; Structure. (a) The authorized capital stock of the Company consists of (i) 5,000,000 shares of Common Stock of which (v) 3,500,000 shares are issued and outstanding as of the date hereof, (w) 150,000 shares are held in the Company's treasury, (x) 360,000 shares have been reserved for issuance upon exercise of Options, (y) 331,964 shares are subject to Options outstanding as of the date hereof and (z) 172,707.29 shares are issuable upon conversion of shares of Non-voting Common Stock; and (ii) 173,459 shares of Non-voting Common Stock, of which (a) 172,707.29 shares are issued and outstanding as of the date hereof and (b) 750.86 shares are held in the Company's treasury. All of the outstanding shares of Common Stock and Non-voting Common Stock are validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive rights. Schedule 3.2 contains a true and complete list of all entities in which more than 50% of the voting stock or other voting equity interests are owned, directly or indirectly, by the Company. Except as otherwise set forth on Schedule 3.2 hereto, all of the outstanding shares of capital stock or other equity interests of each of the Company's Subsidiaries have been validly issued and are fully paid and nonassessable and have not been issued in violation of any preemptive rights and are owned by the Company and/or one or more of its Subsidiaries free and clear of all mortgages, pledges, liens, claims, charges, security interests, options, hypothecations, easements, restrictions (on transfer, voting or otherwise) or conditional sale or other like restriction agreements, or other encumbrances ("ENCUMBRANCES"). Except as set forth in this Section 3.2 and as set forth on Schedule 3.2 hereto, there are no outstanding options, warrants, calls, commitments, securities, agreements or other rights of any kind to acquire, or any securities which upon conversion, exchange or exercise would require or give any Person the right to require the issuance, sale or transfer of, or obligations to issue, sell or transfer, shares of capital stock of any class of, or other debt obligations of or equity interests in, the Company or of any of its Subsidiaries which have been issued, granted or entered into by the Company or any of its Subsidiaries. Except for the Subsidiaries or as set forth on Schedule 3.2 hereto, none of the Company or any Subsidiary owns any capital stock or eq- uity interest in any other entity. (b) Schedule 2.1 sets forth the amount of each class of capital stock of the Company held by each Seller and, with respect to the Options, the exercise price and number of shares of capital stock of the Company issuable upon exercise thereof. None of the Options listed on Schedule 2.1 have expired as of the date hereof.

Capitalization; Structure. (a) The authorized capital stock of the Company consists of (i) 5,000,000 500,000 authorized shares of Common Stock of which (v) 3,500,000 shares are issued and outstanding as of the date hereof, (w) 150,000 shares are held in the Company's treasury, (x) 360,000 shares have been reserved for issuance upon exercise of Options, (y) 331,964 shares are subject to Options outstanding as of the date hereof and (z) 172,707.29 shares are issuable upon conversion of shares of Non-voting Common Stock; and (ii) 173,459 shares of Non-voting Common Stock, of which (a) 172,707.29 214,840 shares are issued and outstanding as outstanding, (ii) 3,000 authorized shares of the date hereof 8% cumulative, convertible, redeemable non-voting preferred stock, $20.00 par value per share, of which 1,562 shares have been issued and converted to common stock and 416 shares have been issued and subsequently repurchased and retired, and (biii) 750.86 12,000 authorized shares of 8.4% non-voting preferred stock, $25.00 par value per share ("8.4% Preferred Stock"), of which 3,000 shares have been issued and redeemed and 4,000 shares are held in the Company's treasuryissued and outstanding. All of the outstanding shares of Common Stock have been duly and Non-voting Common Stock are validly authorized and issued, and are all fully paid and nonassessable and nonassessable. No shares of the Company's capital stock have not been issued in violation of any preemptive rights, any rights of first refusal or any similar restrictions. Schedule 3.2 contains a true and complete list of all entities in which more than 50% of the voting stock or other voting equity interests There are ownedno: (i) outstanding options (including phantom options), directly or indirectly, by the Company. Except as otherwise set forth on Schedule 3.2 hereto, all of the outstanding shares of capital stock or other equity interests of each of the Company's Subsidiaries have been validly issued and are fully paid and nonassessable and have not been issued in violation of any preemptive rights and are owned by the Company and/or one or more of its Subsidiaries free and clear of all mortgages, pledges, liens, claims, charges, security interests, options, hypothecations, easements, restrictions (on transfer, voting or otherwise) or conditional sale or other like restriction agreements, or other encumbrances ("ENCUMBRANCES"). Except as set forth in this Section 3.2 and as set forth on Schedule 3.2 hereto, there are no outstanding options, warrants, calls, commitments, securities, agreements warrants or other rights (including preemptive rights) of any kind relating to acquirethe sale, issuance or any securities which upon conversion, exchange or exercise would require or give any Person the right to require the issuance, sale or transfer of, or obligations to issue, sell or transfer, shares of capital stock voting of any class of, or other debt obligations of or equity interests in, the Company or of any of its Subsidiaries which have been issued, granted or entered into by the Company or any of its Subsidiaries. Except for the Subsidiaries or as set forth on Schedule 3.2 hereto, none of the Company or any Subsidiary owns any capital stock or eq- uity interest in any other entity. (b) Schedule 2.1 sets forth the amount of each class of capital stock of the Company held by each Seller and, with respect to the Options, the exercise price and number of shares of capital stock of the Company, except as provided on Schedule 3.2(a); (ii) securities convertible --------------- into, exchangeable for or evidencing the right to purchase any such shares; or (iii) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance, transfer or voting of such shares, any such convertible or exchangeable securities or any such options, warrants or rights. (b) All transactions whereby the Company issuable upon exercise thereof. None repurchased, redeemed, canceled or reacquired shares of its capital stock and the solicitation of shareholder consents in connection with this Agreement have been effected in compliance with all applicable corporate and securities laws, and documentation prepared by or on behalf of the Options listed on Schedule 2.1 have expired as Company in connection therewith did not include any untrue statement of any material fact or omit to state any material fact necessary to make the date hereofstatements made therein correct and complete.

Capitalization; Structure. (a) The authorized capital stock of the Company consists of 3,000 shares of Company Common Stock and 500 shares of Company Preferred Stock. As of the date of this Agreement, (i) 5,000,000 1217.9164148 shares of Company Common Stock of which (v) 3,500,000 shares are issued and outstanding as of the date hereofoutstanding, (wii) 150,000 44.944 shares of Company Preferred Stock are held in the Company's treasuryissued and outstanding, (xiii) 360,000 45 shares of Company Common Stock have been reserved for issuance upon conversion of Company Preferred Stock, (iv) 186.485 shares of Company Common Stock have been reserved for issuance upon exercise of Optionsthe Company Options granted under the Company Option Plan, and (yv) 331,964 10 shares are subject to Options outstanding as of Company Common Stock have been reserved for issuance upon exercise of the date hereof Company Warrants and (z) 172,707.29 shares are issuable upon conversion of shares of Non-voting Common Stock; and (ii) 173,459 shares of Non-voting Common Stock, of which (a) 172,707.29 shares are issued and outstanding as of the date hereof and (b) 750.86 shares are held of record by the Persons set forth in the Company's treasuryCompany Disclosure Schedule. All of the outstanding shares of Company Common Stock and Non-voting Common Stock have been duly authorized, are validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive rights, redemption rights, repurchase rights or other similar rights. The Company holds no shares of its capital stock in its treasury. The Company Disclosure Schedule 3.2 contains a true and complete list of all entities in which more than 50% of the voting stock or other voting equity interests are owned, directly or indirectly, by the CompanySignificant Subsidiaries. Except as otherwise set forth on Schedule 3.2 heretoin the Company Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each of the Company's Significant Subsidiaries have been duly authorized, have been validly issued and are fully paid and nonassessable and nonassessable, have not been issued in violation of any preemptive rights, redemption rights or repurchase rights and are owned by the Company and/or and one or more of its Subsidiaries Subsidiaries, free and clear of all material mortgages, pledges, liens, claims, charges, security interests, options, hypothecations, easements, restrictions (on transfer, voting or otherwise) or conditional sale or other like restriction agreements, or other encumbrances other than customary stockholders agreements ("ENCUMBRANCESEncumbrances"), except for Permitted Encumbrances, Encumbrances relating to the Credit Agreements or the Stockholders' Agreement, or Encumbrances imposed by applicable securities laws. Except as set forth in this Section 3.2 and or as set forth on Schedule 3.2 heretoin the Company Disclosure Schedule, there are no outstanding neither the Company nor any of its Significant Subsidiaries has issued, granted or entered into any options, warrants, calls, commitments, securities, agreements or other rights of any kind to acquire, or any securities which that, upon conversion, exchange or exercise would require or give any Person the right to require the issuance, sale or transfer of, or obligations to issue, sell or transfer, shares of capital stock of any class of, or other debt obligations of or equity interests in, the Company or of any of its Subsidiaries which have been issued, granted or entered into by the Company or any of its Significant Subsidiaries. Except for the Subsidiaries or as set forth on Schedule 3.2 hereto, none of the Company or any Subsidiary owns any capital stock or eq- uity interest in any other entity. (b) The Company Disclosure Schedule 2.1 sets forth the amount of each class of capital stock of the Company held by each Seller and, with respect to the OptionsCompany Options and the Company Warrants, the exercise price and number of shares of capital stock of the Company issuable upon exercise thereof. None of the Options listed on Schedule 2.1 have expired as of the date hereof.

Capitalization; Structure. (a) The As of March 31, 2011, the authorized capital stock of the Company consists Alkermes consisted of (i) 5,000,000 160,000,000 shares of Alkermes Common Stock Stock, of which (vA) 3,500,000 shares are 105,771,507 were issued and 95,702,299 were outstanding, (B) 10,069,208 were held in the treasury of Alkermes, (C) 5,406,531 were reserved and available for issuance under Alkermes’ stock-based incentive plans, (D) 16,985,009 were subject to outstanding as options to acquire shares of Alkermes Common Stock (such options, collectively with any similar options granted after the date hereof, (w) 150,000 shares are held in the Company's treasury“Alkermes Options”), (xE) 360,000 1,925,515 were subject to outstanding stock awards other than Alkermes Options (whether subject to service-based or performance-based vesting) (such stock awards, collectively with any similar stock awards granted after the date hereof, the “Alkermes Stock Awards”) (ii) 450,000 shares of non-voting common stock, par value $0.01 per share, of which 382,632 were issued and outstanding, and (iii) 3,000,000 shares of preferred stock, par value $0.01 per share, of which 0 were outstanding and 3,000 of which have been designated as 2002 Redeemable Convertible Preferred Stock and 110,000 of which have been designated Series A Junior Participating Preferred Stock and reserved for issuance upon exercise of Optionsthe rights (the “Rights”) distributed to the holders of shares of Alkermes Common Stock pursuant to the Alkermes Rights Agreement. Since March 31, 2011 to the date of this Agreement, there have been no issuances of shares of the capital stock of Alkermes other than issuances of shares (yand the related Rights) 331,964 shares are subject pursuant to Options options or rights outstanding as of the date hereof and (z) 172,707.29 shares are issuable upon conversion of shares of NonMarch 31, 2011 or granted since such time under Alkermes’ stock-voting Common Stock; and (ii) 173,459 shares of Non-voting Common Stock, of which (a) 172,707.29 shares are issued and outstanding as of the date hereof and (b) 750.86 shares are held based incentive plans in the Company's treasuryOrdinary Course of Business. All of the issued and outstanding shares of Common Stock and Non-voting Common Stock capital stock of Alkermes are duly authorized, validly issued, fully paid and nonassessable non-assessable and have not been issued in violation free of any preemptive rights. . (b) Section 4.2(b) of the Alkermes Disclosure Schedule 3.2 contains sets forth a true and complete list of all entities in which more than 50% of the voting stock or other voting equity interests are owned, directly or indirectly, by Subsidiaries of Alkermes as of the Companydate of this Agreement. Except as otherwise set forth on Schedule 3.2 hereto, all All of the outstanding shares of capital stock or other equity interests of each of the Company's Alkermes’ Subsidiaries have been validly issued issued, and are fully paid and nonassessable and have not been issued in violation free of any preemptive rights rights, and are owned directly or indirectly by the Company and/or one or more of its Subsidiaries Alkermes, free and clear of all mortgagesLiens. Neither Alkermes nor any of its Subsidiaries directly or indirectly owns any equity interest in any Person, pledgesother than the Subsidiaries of Alkermes, liens, claims, charges, security interests, options, hypothecations, easements, restrictions (on transfer, voting that is or otherwise) or conditional sale or other like restriction agreements, or other encumbrances ("ENCUMBRANCES")would be expected to be material to Alkermes and its Subsidiaries taken as a whole. Except for (i) the Rights and (ii) options and other stock-based awards covering up to 18,910,524 shares of Alkermes Common Stock outstanding on March 31, 2011, as set forth in this Section 3.2 and as set forth on Schedule 3.2 hereto, of the date hereof there are no outstanding options, warrants, calls, commitments, securities, agreements warrants or other rights of any kind to acquire, acquire from Alkermes or any securities which upon conversion, exchange or exercise would require or give any Person the right to require the issuance, sale or transfer ofof its Subsidiaries, or obligations of Alkermes or its Subsidiaries to issue, sell or transfer, shares of capital stock of any class of, or other debt obligations of or equity interests in, the Company or of any of its Subsidiaries which have been issued, granted or entered into by the Company or any of its Subsidiaries. Except for the Subsidiaries or as set forth on Schedule 3.2 hereto, none of the Company or any Subsidiary owns any capital stock or eq- uity interest in any other entityAlkermes. (b) Schedule 2.1 sets forth the amount of each class of capital stock of the Company held by each Seller and, with respect to the Options, the exercise price and number of shares of capital stock of the Company issuable upon exercise thereof. None of the Options listed on Schedule 2.1 have expired as of the date hereof.

Capitalization; Structure. (a) The authorized capital stock of the Company consists of 100,000,000 shares of Company Common Stock and 20,000,000 shares of Company Preferred Stock. As of the date of this Agreement, (i) 5,000,000 19,463,238 shares of Company Common Stock of which (v) 3,500,000 shares are issued and outstanding as (including 240,000 shares of the date hereof, restricted Company Common Stock described in (wiii) 150,000 below; (ii) no shares of Company Preferred Stock are held in the Company's treasury, issued and outstanding; (xiii) 360,000 3,333,308 shares of Company Common Stock have been reserved for issuance upon exercise under the Company Equity Incentive Plans, of Options, (y) 331,964 shares are subject which Company Options to Options outstanding as of the date hereof and (z) 172,707.29 shares are issuable upon conversion of purchase 2,528,156 shares of Non-voting Company Common StockStock are currently outstanding and 240,000 shares of restricted Company Common Stock are currently outstanding; and (iiiv) 173,459 1,555,556 shares of Non-voting Company Common StockStock have been reserved for issuance pursuant to the Alogent Notes, of which (a) 172,707.29 shares are issued and outstanding as of the date hereof and (b) 750.86 shares are held in the Company's treasury. All of the outstanding no shares of Common Stock and Non-voting Company Common Stock are validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive rightscurrently outstanding. Schedule 3.2 contains a true and complete list of all entities in which more than 50% of the voting stock or other voting equity interests are owned, directly or indirectly, by the Company. Except as otherwise set forth on Schedule 3.2 hereto, all of the outstanding The Company holds 19,454 shares of its capital stock or other equity interests of each of the Company's Subsidiaries have been validly issued and are fully paid and nonassessable and have not been issued in violation of any preemptive rights and are owned by the Company and/or one or more of its Subsidiaries free and clear of all mortgages, pledges, liens, claims, charges, security interests, options, hypothecations, easements, restrictions (on transfer, voting or otherwise) or conditional sale or other like restriction agreements, or other encumbrances ("ENCUMBRANCES")treasury. Except as set forth in this Section 3.2 and or as set forth on Schedule 3.2 heretoin the Disclosure Schedule, there are no outstanding neither the Company nor any of its Subsidiaries has issued, granted or entered into any options, warrants, calls, commitments, securities, agreements or other rights of any kind to acquire, or any securities which that, upon conversion, exchange or exercise would require or give any Person the right to require the issuance, sale or transfer of, or obligations to issue, sell or transfer, shares of capital stock of any class of, or other debt obligations of or equity interests in, the Company or of any of its Subsidiaries. (b) Section 3.2 of the Disclosure Schedule sets forth (i) each of the Company’s Subsidiaries and the ownership interest of the Company in each Subsidiary. Except as otherwise set forth in the Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each of the Company’s Subsidiaries have been duly authorized, have been validly issued and are fully paid and nonassessable, have not been issued in violation of any preemptive rights, redemption rights or repurchase rights and, at Closing, will be owned by the Company directly or indirectly, free and clear of all Encumbrances that would prevent any Subsidiary of the Company from conducting its business as of the Effective Time in substantially the same manner such businesses are conducted on the date hereof, or Encumbrances imposed by applicable securities laws. (c) Neither the Company nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations, the holders of which have been issuedthe right to vote with the stockholders of the Company on any matter. (d) There are no stockholder agreements, granted voting trusts or entered into by other agreements to which the Company or any of its Subsidiaries is a party with respect to the voting of any capital stock of the Company or any of its Subsidiaries. Except for . (e) To the Subsidiaries or as set forth on Schedule 3.2 heretoKnowledge of the Company, none each Option (i) was granted in compliance with all applicable Laws and all of the terms and conditions of the Company Plan under which it was issued, (ii) has an exercise price per share of Company Common Stock equal to or any Subsidiary owns any capital stock or eq- uity interest in any other entity. greater than the fair market value of a share of Company Common Stock on the date of such grant, (biii) Schedule 2.1 sets forth the amount of each class of capital stock of the Company held by each Seller and, with respect has a grant date identical to the Optionsdate on which the Company’s Board of Directors or committee thereof actually awarded such Option, and (iv) qualifies for the exercise price tax and number of shares of capital stock of accounting treatment afforded to such Option in the Company issuable upon exercise thereof. None of Company’s Tax Returns and the Options listed on Schedule 2.1 have expired as of financial statements included in the date hereofCompany’s SEC Reports.

Capitalization; Structure. (a) The authorized capital stock of the Company consists of 100,000,000 shares of Company Common Stock and 20,000,000 shares of Company Preferred Stock. As of the date of this Agreement, (i) 5,000,000 19,463,238 shares of Company Common Stock of which (v) 3,500,000 shares are issued and outstanding as (including 240,000 shares of the date hereof, restricted Company Common Stock described in (wiii) 150,000 below; (ii) no shares of Company Preferred Stock are held in the Company's treasury, issued and outstanding; (xiii) 360,000 3,333,308 shares of Company Common Stock have been reserved for issuance upon exercise under the Company Equity Incentive Plans, of Options, (y) 331,964 shares are subject which Company Options to Options outstanding as of the date hereof and (z) 172,707.29 shares are issuable upon conversion of purchase 2,528,156 shares of Non-voting Company Common StockStock are currently outstanding and 240,000 shares of restricted Company Common Stock are currently outstanding; and (iiiv) 173,459 1,555,556 shares of Non-voting Company Common StockStock have been reserved for issuance pursuant to the Alogent Notes, of which (a) 172,707.29 shares are issued and outstanding as of the date hereof and (b) 750.86 shares are held in the Company's treasury. All of the outstanding no shares of Common Stock and Non-voting Company Common Stock are validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive rightscurrently outstanding. Schedule 3.2 contains a true and complete list of all entities in which more than 50% of the voting stock or other voting equity interests are owned, directly or indirectly, by the Company. Except as otherwise set forth on Schedule 3.2 hereto, all of the outstanding The Company holds 19,454 shares of its capital stock or other equity interests of each of the Company's Subsidiaries have been validly issued and are fully paid and nonassessable and have not been issued in violation of any preemptive rights and are owned by the Company and/or one or more of its Subsidiaries free and clear of all mortgages, pledges, liens, claims, charges, security interests, options, hypothecations, easements, restrictions (on transfer, voting or otherwise) or conditional sale or other like restriction agreements, or other encumbrances ("ENCUMBRANCES")treasury. Except as set forth in this Section 3.2 and or as set forth on Schedule 3.2 heretoin the Disclosure Schedule, there are no outstanding neither the Company nor any of its Subsidiaries has issued, granted or entered into any options, warrants, calls, commitments, securities, agreements or other rights of any kind to acquire, or any securities which that, upon conversion, exchange or exercise would require or give any Person the right to require the issuance, sale or transfer of, or obligations to issue, sell or transfer, shares of capital stock of any class of, or other debt obligations of or equity interests in, the Company or of any of its Subsidiaries. (b) Section 3.2 of the Disclosure Schedule sets forth (i) each of the Company's Subsidiaries and the ownership interest of the Company in each Subsidiary. Except as otherwise set forth in the Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each of the Company's Subsidiaries have been duly authorized, have been validly issued and are fully paid and nonassessable, have not been issued in violation of any preemptive rights, redemption rights or repurchase rights and, at Closing, will be owned by the Company directly or indirectly, free and clear of all Encumbrances that would prevent any Subsidiary of the Company from conducting its business as of the Effective Time in substantially the same manner such businesses are conducted on the date hereof, or Encumbrances imposed by applicable securities laws. (c) Neither the Company nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations, the holders of which have been issuedthe right to vote with the stockholders of the Company on any matter. (d) There are no stockholder agreements, granted voting trusts or entered into by other agreements to which the Company or any of its Subsidiaries is a party with respect to the voting of any capital stock of the Company or any of its Subsidiaries. Except for . (e) To the Subsidiaries or as set forth on Schedule 3.2 heretoKnowledge of the Company, none each Option (i) was granted in compliance with all applicable Laws and all of the terms and conditions of the Company Plan under which it was issued, (ii) has an exercise price per share of Company Common Stock equal to or any Subsidiary owns any capital stock or eq- uity interest in any other entity. greater than the fair market value of a share of Company Common Stock on the date of such grant, (biii) Schedule 2.1 sets forth the amount of each class of capital stock of the Company held by each Seller and, with respect has a grant date identical to the Optionsdate on which the Company's Board of Directors or committee thereof actually awarded such Option, and (iv) qualifies for the exercise price tax and number of shares of capital stock of accounting treatment afforded to such Option in the Company issuable upon exercise thereof. None of Company's Tax Returns and the Options listed on Schedule 2.1 have expired as of financial statements included in the date hereofCompany's SEC Reports.

Capitalization; Structure. (a) The authorized capital stock of the Company consists of (i) 5,000,000 7,500,000 shares of Common Stock of which (v) 3,500,000 shares are issued and outstanding as of the date hereof, (w) 150,000 shares are held in the Company's treasury, (x) 360,000 shares have been reserved for issuance upon exercise of Options, (y) 331,964 shares are subject to Options outstanding as of the date hereof and (z) 172,707.29 shares are issuable upon conversion of shares of Non-voting Common Stock; and (ii) 173,459 shares of Non-voting Common Stock, of which (a) 172,707.29 1,722,714 shares are issued and outstanding as of outstanding, 1,310,000 shares are owned by the date hereof and (b) 750.86 Controlling Shareholders, 397,000 shares are owned by the Consenting Shareholders, 15,714 shares are owned by the Dissenting Shareholders, 0 shares are held in the Company's treasuryas treasury shares, and 6,190,000 shares are authorized but unissued, all as set forth on Exhibit 3.2. All of the outstanding shares of Common Stock have been duly and Non-voting Common Stock are validly authorized and issued, and such shares are all fully paid and nonassessable and have not been issued in violation of any preemptive rightsnon assessable. Schedule 3.2 contains a true and complete list of all entities in which more than 50% of the voting stock or other voting equity interests are owned, directly or indirectly, by the Company. Except as otherwise set forth on Schedule 3.2 hereto, all of the outstanding No shares of capital stock or other equity interests of each of the Company's Subsidiaries capital stock have been validly issued and are fully paid and nonassessable and have not been issued in violation of any preemptive rights which have not been waived, any rights of first refusal or any similar restrictions. Except for certain employee stock options to purchase 10, 000 shares and are owned by 30,000 shares of Common Stock granted under the Company and/or one or more of its Subsidiaries free Company's Employee Stock Option Plan to James A. Derange and clear of all mortgagesThomas J. Collins, pledgesrespectively (together, liens, claims, charges, security interests, options, hypothecations, easements, restrictions (on transfer, voting or otherwise) or conditional sale or other like restriction agreements, or other encumbrances (the "ENCUMBRANCESOption Holders"). Except as set forth in this Section 3.2 and as set forth on Schedule 3.2 hereto, there are no no: (i) outstanding options, warrants, callslxxxx, commitmentsxxxxxxx, securitiesmortgages, agreements encumbrances, or other rights (including preemptive rights) of any kind relating to acquirethe sale, issuance or voting of any securities which upon conversion, exchange or exercise would require or give any Person the right to require the issuance, sale or transfer of, or obligations to issue, sell or transfer, shares of capital stock of any class of, or other debt obligations of or equity interests in, the Company or of any of its Subsidiaries which have been issued, granted or entered into by the Company Company; (ii) securities convertible into, exchangeable for or evidencing the right to purchase any of its Subsidiaries. Except for the Subsidiaries or as set forth on Schedule 3.2 hereto, none of the Company or any Subsidiary owns any capital stock or eq- uity interest in any other entity. (b) Schedule 2.1 sets forth the amount of each class shares of capital stock of any class of the Company held by each Seller andCompany; or (iii) contracts, with respect commitments, agreements, understandings, or arrangements of any kind relating to the Options, the exercise price and number issuance of shares of capital stock of any class of the Company, any such convertible or exchangeable securities or any such options, warrants or rights. (b) All securities heretofore sold by the Company issuable upon exercise thereof. None have been -12- issued in compliance with all applicable corporate and securities laws, including without limitation, the Securities Act of 1933, as amended, and all applicable state "blue sky" laws. (c) The Stock Option Redemption Agreements have been duly executed and delivered by each of the Options listed on Schedule 2.1 have expired as Option Holders and by the Company, and constitute the legal, valid and binding obligations of the date hereofOption Holders and the Company, enforceable against any of them in accordance with their respective terms. (d) All transactions whereby the Company repurchased, redeemed, canceled or reacquired shares of its capital stock and the solicitation of shareholder consents in connection with the Merger have been effected in compliance with all applicable corporate and securities laws, and documentation prepared by or on behalf of the Company in connection therewith did not include any untrue statement of any material fact or omit to state any material fact necessary to make the statements made therein to be correct and complete.