Common use of Company Capitalization Clause in Contracts

Company Capitalization. (a) The authorized capital stock of Company consists solely of 50,000,000 shares of Company Common Stock, of which there were 23,912,106 shares issued and outstanding as of the close of business on October 21, 2003, and 2,000,000 shares of preferred stock, $.01 par value per share, none of which are issued or outstanding. Each outstanding share of Company Common Stock is duly authorized, validly issued, fully paid and nonassessable and was not issued in violation of any preemptive or similar rights.

Company Capitalization. (a) The authorized capital stock of Company the Company. consists solely of 50,000,000 1000 shares of Company Common Stock (the “Merger Co. Common Stock, of which there were 23,912,106 shares issued and outstanding as ”). As of the close of business on October 21, 2003, and 2,000,000 shares of preferred stock, $.01 par value per share, none of which are issued or outstanding. Each outstanding date hereof there is 1 share of Company Common Stock issued and outstanding, all of which is owned of record and beneficially by the Predecessor LLC, and no shares of Company. Common Stock are held by the Company as treasury stock. All of the issued and outstanding shares of Company Common Stock were duly authorized, authorized for issuance and are validly issued, fully paid and nonassessable and was not issued in violation of any preemptive or similar rightsnon-assessable.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 50,000,000 (i) 12,000,000 shares of Company Common Stock, par value $0.01 per share, of which there were 23,912,106 are 5,787,970 shares issued and outstanding as of the close of business on October 21, 2003, date hereof and 2,000,000 (ii) 1,000,000 shares of preferred stockPreferred Stock, $.01 par value $0.01 per share, none of which are issued or outstandingand outstanding as of the date hereof. Each outstanding share As of the date hereof, there are no shares of Company Common Stock is duly authorized, validly issued, fully paid and nonassessable and was not issued held in violation of any preemptive or similar rightstreasury by the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 50,000,000 shares of Company Common Stock, of which there were 23,912,106 17,881,594 shares issued and outstanding as of the close of business on October 21February 18, 20032002, and 2,000,000 1,000,000 shares of preferred stock, $.01 par value 0.10 per shareshare (the "Company Preferred Stock"), none of which there are no shares issued or and outstanding. Each outstanding share As of the date of this Agreement, there are no shares of Company Common Stock is duly authorized, validly issued, fully paid and nonassessable and was not issued no shares of Company Preferred Stock held in violation of any preemptive or similar rightstreasury by the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 50,000,000 is (i) 100,000,000 shares of Company Common Stock, of which there were 23,912,106 shares issued and outstanding as of the close of business on October 21, 2003, and 2,000,000 10,000,000 shares of preferred stock, $.01 par value $0.01 per shareshare (the “Company Preferred Stock” and, none of which are issued or outstanding. Each outstanding share of together with the Company Common Stock is duly authorizedStock, validly issued, fully paid and nonassessable and was not issued in violation of any preemptive or similar rightsthe “Company Capital Stock”).

Company Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists solely consisted of 50,000,000 5,000 common shares, $100 par value per share (the “Company Capital Stock”). As of the date hereof, the Shares are the only outstanding shares of Company Common Capital Stock, and no other shares of which there Company Capital Stock were 23,912,106 shares issued and outstanding, and no shares of Company Capital Stock were reserved for issuance (including shares underlying any outstanding as stock options and other convertible securities of the close of business on October 21, 2003, and 2,000,000 shares of preferred stock, $.01 par value per share, none of which are issued or outstanding. Each outstanding share of Company Common Stock is duly authorized, validly issued, fully paid and nonassessable and was not issued in violation of any preemptive or similar rightsCompany).

Company Capitalization. (a) The authorized share capital stock of the Company consists solely of 50,000,000 (i) 5,300,000,000 shares of Company Class A Common Stock, (ii) 595,850,000 shares of which there were 23,912,106 Company Class B Common Stock, (iii) 77,000,000 shares issued and outstanding as of the close Company Series A Preferred Stock, (iv) 1,080,000,000 shares of business on October 21Company Series B Preferred Stock, 2003(v) 1,740,000,000 shares of Company Series C Preferred Stock, and 2,000,000 (vi) 1,700,000,000 shares of preferred stockCompany Series D Preferred Stock (together, $.01 par value per share, none of which are issued or outstanding. Each outstanding share of the “Company Common Stock is duly authorized, validly issued, fully paid and nonassessable and was not issued in violation of any preemptive or similar rightsCapital Stock”).

Company Capitalization. (a) The authorized capital stock of Company consists solely of 50,000,000 40,000,000 shares of Company Common Stock, of which there were 23,912,106 8,890,695 shares issued and outstanding as of the close of business on October 21May 29, 2003, and 2,000,000 . All outstanding shares of preferred stock, $.01 par value per share, none of which are issued or outstanding. Each outstanding share of Company Common Stock is are duly authorized, validly issued, fully paid and nonassessable and was are not issued subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Company or any Contract to which Company is a party or by which it is bound. As of the date of this Agreement, there are no shares of Company Common Stock held in violation of any preemptive or similar rightstreasury by Company.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 50,000,000 (i) 70,000,000 shares of Company Common Stock, and (ii) 5,000,000 shares of which there were 23,912,106 shares issued and outstanding as Company Preferred Stock. As of the close of business in New York City on October 21March 6, 2003, and 2,000,000 2015 (the “Capitalization Date”): (A) 31,659,170 shares of preferred stock, $.01 par value per share, none of which are issued or outstanding. Each outstanding share of Company Common Stock is duly authorized, were issued and outstanding and (B) no shares of Company Preferred Stock were issued and outstanding. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and was not issued in violation free of any preemptive or similar rights.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 50,000,000 7,500,000 shares of Company Common Stock, of which there were 23,912,106 are 2,723,264 shares issued and outstanding Outstanding Common Stock as of the close of business on October 21, 2003, and 2,000,000 shares of preferred stock, $.01 par value per share, none of which are issued or outstanding. Each outstanding share of Company Common Stock is duly authorized, validly issued, fully paid and nonassessable and was not issued in violation of any preemptive or similar rightsdate hereof.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 50,000,000 150,000,000 shares of capital stock, all of which is currently classified as Company Common Stock, of which there were 23,912,106 30,950,135 shares issued and outstanding as of March 19, 2001. As of the close date of business on October 21this Agreement, 2003, and 2,000,000 there are no shares of preferred stock, $.01 par value per share, none of which are issued or outstanding. Each outstanding share of Company Common Stock is duly authorized, validly issued, fully paid and nonassessable and was not issued held in violation of any preemptive or similar rightstreasury by the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 50,000,000 (i) 20,000,000 shares of Company Class A Common Stock, of which there were 23,912,106 are 7,599,831 shares issued and outstanding as of the close of business on October 21, 2003, and 2,000,000 date hereof; (ii) 3,000,000 shares of preferred stockClass B Common Stock of which there are 1,221,715 shares issued and outstanding as of the date hereof; and (iii) 1,000,000 shares of Preferred Stock, $.01 1.00 par value per share, none of which no shares are issued or outstanding. Each and outstanding share as of Company Common Stock is duly authorized, validly issued, fully paid and nonassessable and was not issued in violation of any preemptive or similar rightsthe date hereof.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 50,000,000 shares of Company Common Stock, of which there were 23,912,106 17,881,594 shares issued and outstanding as of the close of business on October 21February 18, 20032002, and 2,000,000 1,000,000 shares of preferred stock, $.01 par value 0.10 per shareshare (the "Company Preferred Stock"), none of which there ----------------------- are no shares issued or and outstanding. Each outstanding share As of the date of this Agreement, there are no shares of Company Common Stock is duly authorized, validly issued, fully paid and nonassessable and was not issued no shares of Company Preferred Stock held in violation of any preemptive or similar rightstreasury by the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 50,000,000 20,000,000 shares of Company Common common stock, par value $0.00001 per share (the “Shares”), and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock, of which there were 23,912,106 shares issued and outstanding as ”). As of the close of business on October 21the date of this Agreement, 2003, there were 11,978,532 Shares issued and 2,000,000 outstanding and there were zero shares of preferred stock, $.01 par value per share, none of which are Preferred Stock issued or and outstanding. Each outstanding share As of Company Common Stock is duly the date of this Agreement, there are 8,700 Shares held in treasury by the Company. The authorized, validly issued, fully paid and nonassessable and was not issued in violation of any preemptive or similar rights.

Company Capitalization. (a) The authorized capital stock of Company currently consists solely exclusively of 50,000,000 10,000 shares of Company Common Stock, of which there were 23,912,106 which, on the date of this Agreement: (i) 6,500 shares are duly issued and outstanding, fully paid and non-assessable; and (ii) no shares are held in the treasury of Company. The list of registered holders of all outstanding as shares of the close of business on October 21, 2003, and 2,000,000 shares of preferred stock, $.01 par value per share, none of which are issued or outstanding. Each outstanding share of Company Common Stock is duly authorizedattached to Company Schedule 4.5 and is, validly issuedas the date of this Agreement, fully paid and nonassessable will be, as of the Closing Date, complete and was not issued in violation of any preemptive or similar rightsaccurate.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 50,000,000 (i) 60,000,000 shares of Company Common Stock, par value $0.01 per share, of which there were 23,912,106 are 13,136,124 shares issued and outstanding as of the close of business on October 21, 2003, date hereof and 2,000,000 (ii) 1,000,000 shares of preferred stockPreferred Stock, $.01 par value $0.01 per share, none of which are issued or outstanding. Each and outstanding share as of Company Common Stock is duly authorized, validly issued, fully paid and nonassessable and was not issued in violation of any preemptive or similar rightsthe date hereof.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 50,000,000 25,000,000 Shares and 3,000,000 shares of Company Common Preferred Stock. As of the date hereof, of which there were 23,912,106 shares are (i) 8,645,084 Shares issued and outstanding as of the close of business on October 21, 2003, and 2,000,000 (ii) no shares of preferred stock, $.01 par value per share, none of which are Preferred Stock issued or outstanding. Each outstanding share of Company Common Stock is duly authorized, validly issued, fully paid and nonassessable and was not issued in violation of any preemptive or similar rights.and

Company Capitalization. The Company has an authorized capitalization consisting of: (ai) The authorized capital stock of Company consists solely of 50,000,000 25,000,000 shares of Company Common Stockcommon stock, $.001 par value, of which there were 23,912,106 13,124,486 shares of common stock are issued and outstanding as of the close of business on October 21, 2003, and 2,000,000 (ii) 5,000,000 shares of preferred stock, $.01 .001 par value per sharevalue, none of which no shares of preferred stock are issued or and outstanding. Each All such outstanding share of Company Common Stock is shares have been duly authorized, authorized and validly issued, issued and are fully paid and nonassessable and was not issued in violation of any preemptive or similar rightsnonassessable.