Common use of Company Capital Stock Clause in Contracts

Company Capital Stock. The Company's authorized capital stock consists of 57,000,000 shares of capital stock, comprised of 36,000,000 shares of Class A Voting Common Stock, par value $.00333 per share, and 12,000,000 shares of Class B Non-Voting Common Stock, par value $.00333 per share, of which 9,000,000 and 5,266,122 shares, respectively, are issued and outstanding on the date hereof, and 9,000,000 shares Company Preferred Stock, comprised of 6,000,000 shares designated as Class A Convertible Preferred Stock, par value $.00333 per share, and 3,000,000 shares designated as Class B Convertible Preferred Stock, par value $.00333 per share, of which 4,537,815 and 2,632,152 shares, respectively, are issued and outstanding on the date hereof. All of the issued and outstanding shares of Company Common Stock and Company Preferred Stock are duly and validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights. The owners of all issued and outstanding shares of Company Common Stock and Company Preferred Stock, together with number, class and series of such stock held by such stockholder as of the date hereof, are set forth in Section 4.4 of the Company Disclosure Schedule. The holders of all outstanding Equity Rights, and number of such Equity Rights so held as of the date hereof, are set forth in Section 4.4 of the Company Disclosure Schedule. Except as set forth in Section 4.4 of the Company Disclosure Schedule, there are no voting trusts, stockholders agreements, proxies or other similar agreements in effect with respect to the voting or transfer of the Company Common Stock or Company Preferred Stock. There is no liability for dividends declared or accumulated but unpaid with respect to any of the shares of Company Common Stock or Company Preferred Stock. Set forth in Section 4.4 of the Company Disclosure Schedule is a true and complete listing of each Vested Option, each Unvested Option, and each Frozen Option, and the holders thereof, the terms of vesting with respect to each such Unvested Option, the exercise price of each Stock Option listed, and the Stock Option plan under which each Stock Option listed was issued (and any restatements, amendments or supplements to any such plans prior to the date hereof).

Company Capital Stock. The Company's authorized capital stock consists (a) Section 4.3(a) of 57,000,000 the Company Disclosure Schedule sets forth: (i) a description of the Company Capital Stock; (ii) the total number of shares of capital stock, comprised Company Capital Stock; and (iii) the number of 36,000,000 authorized shares of Class A Voting Common each class or series of Company Capital Stock, par value $.00333 per sharethe designation thereof, and 12,000,000 the number of shares of Class B Non-Voting Common Stock, par value $.00333 per share, of which 9,000,000 and 5,266,122 shares, respectively, thereof that are issued and outstanding on the date hereofoutstanding, and 9,000,000 the number of shares Company Preferred Stock, comprised of 6,000,000 shares designated as Class A Convertible Preferred Stock, par value $.00333 per share, and 3,000,000 shares designated as Class B Convertible Preferred Stock, par value $.00333 per share, of which 4,537,815 and 2,632,152 shares, respectively, thereof that are issued and outstanding on held as treasury shares by the date hereofCompany. All of the issued and outstanding shares of Company Common Capital Stock and Company Preferred Stock are have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive rightsor similar rights created by statute, the Company Certificate of Incorporation, the Company Bylaws or any Listed Contract to which the Company or a Company Subsidiary is or was a party or by which any of them is or was bound, and have been issued in compliance, in all material respects, with applicable Laws. The owners of all issued and outstanding shares of Company Common Stock and Company Preferred Stock, together with number, class and series of such stock held by such stockholder as of the date hereof, are set forth in Section 4.4 4.3(a) of the Company Disclosure Schedule. The holders of all outstanding Equity RightsSchedule sets forth the name, address, and facsimile number (if included in the Company’s records) of each Stockholder and the number of such Equity Rights so held as of the date hereof, are set forth in Section 4.4 shares and designation of the Company Disclosure ScheduleCapital Stock owned by such Stockholder. Except as set forth in Section 4.4 4.3(a) of the Company Disclosure Schedule, there are no accrued or unpaid dividends with respect to any issued and outstanding shares of the Company Capital Stock. The Company has not authorized or issued shares of any class or series of capital stock that remain outstanding other than the Company Capital Stock. (b) Section 4.3(b) of the Company Disclosure Schedule sets forth the name of each Optionholder and a description of each Company Option held by such Optionholder (including the number of shares of Company Common Stock underlying such Company Option, the number of shares of such Company Common Stock with respect to which such Company Option is exercisable and not exercisable, and the exercise price per share of Company Common Stock of such Company Option). The shares of Company Common Stock issuable upon exercise of each Company Option will be, upon exercise in accordance with the terms thereof, duly authorized and validly issued, fully paid and nonassessable. All Company Options will be cancelled at the Effective Time in exchange for the Closing Per Option Consideration. No holder of a Company Option that is not an In-the-Money Company Option will be entitled to receive any consideration with respect to such cancellation, the execution and delivery of this Agreement, or the consummation of the Merger or the other transactions contemplated hereby. (c) Section 4.3(c) of the Company Disclosure Schedule sets forth the name of each holder, of record, of a Company Warrant and a description of each Company Warrant held by such holder (including the class or series of Company Capital Stock underlying such Company Warrant, the number of shares of Company Capital Stock underlying such Company Warrant, the number of shares of such Company Capital Stock with respect to which such Company Warrant is exercisable and not exercisable, and the exercise price per share of Company Capital Stock of such Company Warrant). All Company Warrants will terminate and be cancelled at the Effective Time. No holder of a Company Warrant will be entitled to receive any consideration with respect to such cancellation, the execution and delivery of this Agreement, or the consummation of the Merger or the other transactions contemplated hereby. (d) Section 4.3(b), Section 4.3(c) and Section 4.3(e) of the Company Disclosure Schedule sets forth all options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements, Contracts or rights of any character to which the Company or a Company Subsidiary is a party or by which the Company or a Company Subsidiary may be bound obligating the Company or a Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Capital Stock or a Company Subsidiary’s capital stock, or obligating the Company or a Company Subsidiary to grant, extend, or enter into any such option, warrant, call, conversion right, commitment, agreement, Contract, understanding, restriction, arrangement or right. (e) Except as set forth in Section 4.3(e) of the Company Disclosure Schedule or the Company Certificate of Incorporation, there are (i) no rights, agreements, arrangements, commitments or Contracts of any kind or character, whether written or oral, relating to the Company Capital Stock or the capital stock of a Company Subsidiary to which the Company or a Company Subsidiary is a party, or by which the Company or a Company Subsidiary is bound, obligating the Company or a Company Subsidiary to repurchase, redeem or otherwise acquire any issued and outstanding shares of Company Capital Stock or the capital stock of a Company Subsidiary; (ii) no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company or any Company Subsidiary, (iii) no voting trusts, stockholders stockholder agreements, proxies or other similar agreements agreements, understandings or Contracts in effect to which the Company or a Company Subsidiary is a party with respect to the governance of the Company or a Company Subsidiary or the voting or transfer of any shares of the Company Common Capital Stock or the capital stock of a Company Preferred Stock. There Subsidiary and (iv) no Contracts to which the Company or a Company Subsidiary is no liability for dividends declared a party, or accumulated but unpaid with respect by which it is bound, relating to any the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or drag-along rights) of Company Capital Stock or the capital stock of a Company Subsidiary. (f) Immediately after the Effective Time, Parent will be the sole record and beneficial owner of all issued and outstanding shares of the shares of Company Common Stock or Company Preferred Capital Stock. Set forth in . (g) Section 4.4 4.3(g) of the Company Disclosure Schedule that is a true and complete listing delivered by the Company to Parent as of the Closing sets forth, in tabular form: (i) the Closing Per Share Consideration of each Vested class or series of Company Capital Stock; (ii) the Closing Per Option Consideration of each Company Option, ; and (iii) the aggregate consideration payable to each Unvested Option, and each Frozen Option, Equityholder pursuant to Section 2.6 or Section 2.7. Each of the Buyer Parties and the holders thereof, Escrow Agent are entitled to rely exclusively on Section 4.3(g) of the terms of vesting with respect Company Disclosure Schedule in determining the consideration payable to each such Unvested Option, the exercise price of each Stock Option listed, and the Stock Option plan under which each Stock Option listed was issued (and any restatements, amendments or supplements Equityholder pursuant to any such plans prior to the date hereof)this Agreement.

Company Capital Stock. The Company's (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 57,000,000 (i) 100,000,000 shares of capital stock, comprised of 36,000,000 shares of Class A Voting Company Common Stock, par value $.00333 per share, 35,253,776 of which are designated Series A Common Stock and 12,000,000 shares 64,746,224 of Class which are designated Series B Non-Voting Common Stock, par value $.00333 per share, and (ii) 50,000,000 shares of which 9,000,000 and 5,266,122 shares, respectively, are issued and outstanding on the date hereof, and 9,000,000 shares Company Preferred Stock, comprised 21,971,125 of 6,000,000 shares which are designated as Class Series A Convertible Preferred Stock. As of the date of this Agreement, par value $.00333 per share, and 3,000,000 34,253,776 shares designated as Class B Convertible Preferred of Series A Common Stock, par value $.00333 per share, 475,971 shares of which 4,537,815 Series B Common Stock and 2,632,152 shares, respectively, are 18,895,168 shares of Series A Preferred Stock have been issued and outstanding on the date hereofare outstanding. All of the such issued and outstanding shares of Company Common Capital Stock and Company Preferred Stock are have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive rightsor similar rights created by statute, the Company Articles of Incorporation, the Company Bylaws or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with applicable federal and state securities or “blue sky” Laws. The owners Section 4.3(a) of all issued the Company Disclosure Schedule sets forth, as of the date of this Agreement, the name of each holder of shares of Company Capital Stock and outstanding the number of shares of Company Common Stock and Company Preferred Stock, together Stock held of record by each such shareholder. There are no accrued or unpaid dividends with number, class respect to any issued and series outstanding shares of such stock held Company Capital Stock that will not be satisfied by such stockholder as the payment of the Merger Consideration hereunder. (b) As of the date hereofof this Agreement, there are set forth in Section 4.4 no outstanding options, warrants, calls, rights of conversion or other rights, agreements, arrangements or commitments of any kind or character, relating to the Company Disclosure Schedule. The holders Capital Stock or the capital stock of all any other Company to which the Company is a party, or by which it is bound, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of its capital stock, other than outstanding Equity RightsCompany Options representing the right to purchase an aggregate of 6,270,470 shares of Series B Common Stock, and number outstanding Company Warrants to purchase an aggregate of such Equity Rights so held as 400,000 shares of the date hereof, are set forth in Section 4.4 of the Company Disclosure Schedule. Series A Common Stock. (c) Except as set forth in Section 4.4 4.3(c) of the Company Disclosure Schedule, there are (i) no rights, agreements, arrangements or commitments of any kind or character, whether written or oral, relating to the capital stock of the Company to which the Company is a party, or by which it is bound, obligating the Company to repurchase, redeem or otherwise acquire any issued and outstanding shares of capital stock of the Company; (ii) no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company, (iii) no voting trusts, stockholders shareholder agreements, proxies or other similar agreements or understandings in effect to which the Company is a party with respect to the governance of the Company or the voting or transfer of the Company Common Stock or Company Preferred Stock. There is no liability for dividends declared or accumulated but unpaid with respect to any of the shares of Company Common Stock or Company Preferred Stock. Set forth in Section 4.4 capital stock of the Company Disclosure Schedule is a true and complete listing of each Vested Option(iv) no authorized or outstanding bonds, each Unvested Optiondebentures, and each Frozen Optionnotes or other indebtedness, and the holders thereofof which have the right to vote (or convertible into, exchangeable for, or evidencing the terms of vesting right to subscribe for or acquire securities having the right to vote) with respect to each such Unvested Option, the exercise price of each Stock Option listed, and the Stock Option plan under which each Stock Option listed was issued (and Company’s shareholders on any restatements, amendments or supplements to any such plans prior to the date hereof)matter.

Company Capital Stock. The Company's (a) As of the date of this Agreement, the authorized capital stock Company Capital Stock consists of 57,000,000 87,180,000 shares of capital stock, comprised of 36,000,000 Company Common Stock and 43,410,000 shares of Class A Voting Common Stock, par value $.00333 per share, and 12,000,000 shares of Class B Non-Voting Common Stock, par value $.00333 per share, of which 9,000,000 and 5,266,122 shares, respectively, are issued and outstanding on the date hereof, and 9,000,000 shares Company Preferred Stock. As of the date of this Agreement, comprised (x) 24,219,805 shares of 6,000,000 Company Common Stock have been issued and are outstanding and 0 shares designated as Class A Convertible Preferred Stock, par value $.00333 per shareof Company Common Stock are held in treasury, and 3,000,000 (y) 41,342,401 shares designated as Class B Convertible of Company Preferred Stock, par value $.00333 per share, of which 4,537,815 and 2,632,152 shares, respectively, are Stock have been issued and outstanding on are outstanding. Section 4.3(a) of the Company Disclosure Schedule sets forth as of the date hereof. All of this Agreement, for each Company Stockholder, (i) the last known address and email address of such Company Stockholder, (ii) the numbers, date of acquisition and kind of issued and outstanding shares of Company Common Capital Stock held by such Company Stockholder, (iii) the date of issuance and the certificate numbers of the shares of Company Preferred Capital Stock are held by such Company Stockholder, if any, and (iv) whether any of such shares of Company Capital Stock were received upon the exercise of Company Options. All such issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive rightsor similar rights created by statute, the Company Certificate of Incorporation, the Company Bylaws or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with applicable federal and state securities or “blue sky” Laws. The owners of all There are no accrued or unpaid dividends with respect to any issued and outstanding shares of Company Capital Stock. (b) The Company has reserved an aggregate of 16,912,098 shares of Company Common Stock and for issuance pursuant to the Company Preferred StockOption Plan (including shares subject to outstanding Company Options). As of the date of this Agreement, together with numbera total of 8,188,603 shares of Company Common Stock are subject to outstanding Company Options, class and series of such stock held by such stockholder which 1,394,529 were vested, as of the date of this Agreement. Section 4.3(b) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, for each outstanding Company Option as of the date hereof, are set forth in Section 4.4 (i) the name of the Company Disclosure Schedule. The holders of all outstanding Equity Rights, holder and number of such Equity Rights so held as of whether the date hereof, are set forth in Section 4.4 of holder is currently providing services to the Company Disclosure Schedule. Except as set forth in Section 4.4 of the Company Disclosure Schedulean employee or independent contractor, there are no voting trusts, stockholders agreements, proxies or other similar agreements in effect with respect to the voting or transfer of the Company Common Stock or Company Preferred Stock. There is no liability for dividends declared or accumulated but unpaid with respect to any of the shares of Company Common Stock or Company Preferred Stock. Set forth in Section 4.4 of the Company Disclosure Schedule is a true and complete listing of each Vested Option, each Unvested Option, and each Frozen Option, and the holders thereof, the terms of vesting with respect to each such Unvested Option, (ii) the exercise price per share, (iii) the number of each Stock Option listedshares covered, and the Stock Option plan under which each Stock Option listed was issued (and any restatements, amendments or supplements to any such plans prior to iv) the date hereof).of grant and vesting schedule, (v) whether such Company Option is intended to qualify as an “incentive stock option” under the Code, and

Company Capital Stock. (a) The Company's authorized capital stock Company Capital Stock consists of 57,000,000 40,000,000 shares of capital stockCompany Common Stock, comprised of 36,000,000 which 20,000,000 shares of have been designated Class A Voting Common Stock, par value $.00333 0.01 per share, and 12,000,000 20,000,000 shares of have been designated Class B Non-Voting Common Stock, par value $.00333 0.01 per share, . As of which 9,000,000 and 5,266,122 shares, respectively, are issued and outstanding on the date hereof, and 9,000,000 16,066,111 shares Company Preferred Stock, comprised of 6,000,000 shares designated as Class A Convertible Preferred Stock, par value $.00333 per shareCommon Stock have been issued and are outstanding, and 3,000,000 no shares designated as of Class B Convertible Preferred Stock, par value $.00333 per share, of which 4,537,815 and 2,632,152 shares, respectively, are Common Stock have been issued and outstanding on the date hereofor are outstanding. All of the such issued and outstanding shares of Company Common Stock and Company Preferred Stock are have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive rightsor similar rights created by statute, the Company Certificate of Incorporation, the Company Bylaws or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with applicable federal and state securities or "blue sky" Laws. The owners Merger Consideration Spreadsheet sets forth, as of all the date hereof, the name of each holder of shares of Company Common Stock and the number and type of shares of Company Common Stock held of record by each such stockholder. There are no accrued or unpaid dividends with respect to any issued and outstanding shares of Company Common Stock and Company Preferred Stock. Except as listed on the Merger Consideration Spreadsheet, together with number, class and series of such stock held by such stockholder as of the date hereof, are set forth in Section 4.4 of the Company Disclosure Schedule. The holders of all outstanding Equity Rights, and number of such Equity Rights so held as of the date hereof, are set forth in Section 4.4 of the Company Disclosure Schedule. Except as set forth in Section 4.4 of the Company Disclosure Schedule, hereof there are no voting trustsother issued or outstanding shares of Company Capital Stock. (b) There are no outstanding options, stockholders warrants, calls, rights of conversion or other rights, agreements, proxies arrangements or other similar agreements in effect with respect to the voting commitments of any kind or transfer of character, whether written or oral, obligating the Company Common Stock to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of Company Preferred Capital Stock. There is no liability for dividends declared or accumulated but unpaid with respect , other than (i) outstanding Company Options granted under the Company Option Plan representing the right to any purchase an aggregate of the 2,344,947 shares of Company Common Stock or Company Preferred Stock. Set forth in Section 4.4 of as listed on the Merger Consideration Spreadsheet (provided, that the Company Disclosure Schedule is a true and complete listing may issue options to purchase up to 200,000 shares of each Vested Option, each Unvested Option, and each Frozen Option, and the holders thereof, the terms of vesting with respect to each such Unvested Option, the exercise price of each Stock Option listed, and the Stock Option plan under which each Stock Option listed was issued (and any restatements, amendments or supplements to any such plans prior to the date hereof).Company Common

Company Capital Stock. The Company's authorized capital stock (a) As of the date of this Agreement, the Company Capital Stock consists of 57,000,000 shares of capital stock, comprised of 36,000,000 shares of Class A Voting Common Stock, par value $.00333 per share, and 12,000,000 shares of Class B Non-Voting Common Stock, par value $.00333 per share15,225,000 shares, of which 9,000,000 8,000,000 shares have been designated Company Common Stock and 5,266,122 shares, respectively, are issued and outstanding on the date hereof, and 9,000,000 7,225,000 shares have been designated Company Preferred Stock, comprised of 6,000,000 which 1,000,000 shares have been designated as Class A Convertible Series A-1 Preferred Stock, par value $.00333 per share, and 3,000,000 1,657,000 shares have been designated as Class B Convertible Series A-2 Preferred Stock, par value $.00333 per share2,284,000 shares have been designated Series A-3 Preferred Stock and 2,284,000 shares have been designated Series A-4 Preferred Stock. As of the date of this Agreement, 253,740 shares of which 4,537,815 Company Common Stock, 1,000,000 shares of Series A-1 Preferred Stock, 636,650 shares of Series A-2 Preferred Stock, 2,283,581 shares of Series A-3 Preferred Stock and 2,632,152 shares, respectively, are no shares of Series A-4 Preferred Stock have been issued and outstanding on the date hereofare outstanding. All of the such issued and outstanding shares of Company Common Capital Stock and Company Preferred Stock are have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive rightsor similar rights created by statute, the Company Certificate of Incorporation, the Company Bylaws or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with applicable federal and state securities or "blue sky" Laws. The owners Section 4.3(a) of all the Company Disclosure Schedule sets forth, as of the date of this Agreement, the name of each holder of shares of Company Capital Stock and the number of shares of Company Common Stock, Company Series A-1 Preferred Stock, Company Series A-2 Preferred Stock, Company Series A-3 Preferred Stock and Company Series A-4 Preferred Stock held of record by each such stockholder. There are no accrued or unpaid dividends with respect to any issued and outstanding shares of Company Common Capital Stock and Company Preferred Stock, together with number, class and series that will not be satisfied by the payment of such stock held by such stockholder as the Merger Consideration hereunder. (b) As of the date hereofof this Agreement, there are set forth in Section 4.4 no outstanding options, warrants, calls, rights of conversion or other rights, agreements, arrangements or commitments of any kind or character, relating to the Company Disclosure Schedule. The holders of all outstanding Equity Rights, and number of such Equity Rights so held as of the date hereof, are set forth in Section 4.4 of Capital Stock to which the Company Disclosure Schedule. Except is a party, or by which it is bound, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of Company Capital Stock, other than outstanding Company Options representing the right to purchase an aggregate of 445,023 shares of Company Common Stock. (c) There are (i) no rights, agreements, arrangements or commitments of any kind or character, whether written or oral, relating to the Company Capital Stock to which the Company is a party, or by which it is bound, obligating the Company to repurchase, redeem or otherwise acquire any issued and outstanding shares of Company Capital Stock, except as set forth in Section 4.4 of the Company Disclosure ScheduleCertificate of Incorporation; (ii) no outstanding or authorized stock appreciation, there are phantom stock, profit participation, or other similar rights with respect to the Company and (iii) no voting trusts, stockholders stockholder agreements, proxies or other similar agreements or understandings in effect to which the Company is a party with respect to the governance of the Company or the voting or transfer of the Company Common Stock or Company Preferred Stock. There is no liability for dividends declared or accumulated but unpaid with respect to any of the shares of Company Common Stock or Company Preferred Capital Stock. Set forth in Section 4.4 , except for the Amended and Restated Stockholders and Registration Rights Agreement, dated as of December 6, 2004, by and among the Company Disclosure Schedule is a true and complete listing of each Vested Option, each Unvested Option, and each Frozen Option, and the holders thereof, stockholders listed therein (the terms of vesting with respect to each such Unvested Option, the exercise price of each Stock Option listed, and the Stock Option plan under which each Stock Option listed was issued (and any restatements, amendments or supplements to any such plans prior to the date hereof"Stockholders Agreement").

Company Capital Stock. (a) The Company's authorized capital stock consists of 57,000,000 (i) 70,000,000 shares of capital stock, comprised of 36,000,000 shares of Class A Voting Common Stock, par value $.00333 per share, and 12,000,000 shares of Class B Non-Voting Common Stock, par value $.00333 per share, of which 9,000,000 and 5,266,122 shares, respectively, 50,000,000 shares are issued and outstanding on the date hereof, and 9,000,000 shares Company Preferred Stock, comprised of 6,000,000 shares designated as Class A Convertible Common Stock and 20,000,000 shares are designated as Class B Common Stock, and (ii) 5,000,000 shares of Preferred Stock, par value $.00333 0.01 per shareshare (the "Company Preferred Stock"). As of April 28, 1999, 12,948,956 shares of Class A Common Stock were issued and outstanding, 10,152,810 shares of Class B Common Stock were issued and outstanding, and 3,000,000 no shares designated as Class B Convertible of Company Preferred Stock, par value $.00333 per share, of which 4,537,815 and 2,632,152 shares, respectively, are Stock were issued and outstanding on the date hereofoutstanding. All of the issued and outstanding shares of Company Common Stock and Company Preferred Stock are duly and validly issued, fully paid and nonassessable nonassessable. (b) The Company has no shares of capital stock reserved for issuance, except that, as of April 27, 1999, there were 266,311 shares of Class A Common Stock reserved for issuance upon exercise of options under the Company's Stock Incentive Plan, 25,827 shares of Class A Common Stock reserved for issuance under the Directors' Stock Compensation Plan, and were not issued in violation 1,446,835 shares of any preemptive rightsClass A Common Stock reserved for issuance under the Company's Employee Stock Purchase Plan. The owners aggregate number of all issued and outstanding shares of Company Common Stock and employees will be entitled to purchase under the ESPP with contributions made under the ESPP through April 23, 1999, as contemplated by Section 3.1(d) hereof, will not materially exceed 20,418. Since March 31, 1999, the Company Preferred Stock, together with number, class and series has not issued any shares of capital stock except pursuant to the exercise of options outstanding as of such stock held by such stockholder as date. All shares of the date hereofCompany Common Stock which may be issued pursuant to the exercise of outstanding options will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) of the Company or any Company Subsidiary issued and outstanding. Except as contemplated by this Agreement, and except for the Company's obligations under its option plans, there are no outstanding contractual obligations of the Company to repurchase, redeem, or otherwise acquire any shares of Company Common Stock. Each of the outstanding shares of capital stock or interests of each of the Company Subsidiaries and the Company Other Entities is duly authorized, validly issued, fully paid and nonassessable, and the Company's shares or interests in the Company Subsidiaries and the Company Other Entities are owned by the Company or by a Company Subsidiary in each case free and clear of any lien, claim, option, charge, security interest, limitation, encumbrance and restriction of any kind, except as set forth in Section 4.4 of the Company Disclosure Schedule. The holders of all outstanding Equity Rights, and number of such Equity Rights so held as of the date hereof, are set forth in Section 4.4 of the Company Disclosure Schedule. Except as set Schedule sets forth in Section 4.4 a summary description of the Company Disclosure Schedule, there are no voting trusts, stockholders agreements, proxies or other similar agreements in effect with respect to number of Options outstanding including the voting or transfer of exercise price for such Options under the Company Common Company's Stock or Company Preferred Stock. Incentive Plan and the Directors' Stock Compensation Plan. (c) There is no liability for dividends declared or accumulated but unpaid with respect to any of the shares of Company Common Stock or Company Preferred Stock. Set forth in Section 4.4 of the Company Disclosure Schedule is a true and complete listing of each Vested Option, each Unvested Option, and each Frozen Option, and the holders thereof, the terms of vesting with respect to each such Unvested Option, the exercise price of each Stock Option listed, and the Stock Option plan under which each Stock Option listed was issued (and any restatements, amendments or supplements to any such plans prior to the date hereof).