Common use of Company Stock Clause in Contracts

Company Stock. The authorized capital stock of the Company consists of: (i) 95,000,000 shares of Company Common Stock, (ii) 900,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7, 2007, (a) 44,641,388 shares of Company Common Stock were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding, (c) 18,195,312 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasury. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company Warrants, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) of the Company Disclosure Schedule sets forth a list of the holders of outstanding Company Stock Options and Company Warrants, the date that each such Company Stock Option or Company Warrant was granted, the number of shares of Company Common Stock subject to each such Company Stock Option or Company Warrant, the vesting schedule and expiration date of each such Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercised.

Company Stock. The (1) As of the date hereof, the authorized capital stock of the Company consists of: (i) 95,000,000 of 20,000,000 shares of Company Common Stock, (ii) 900,000 of which no more than 12,574,572 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”)outstanding. As of August 7the date hereof, 2007under Company Stock Plans, (a) 44,641,388 no more than 446,000 shares of Company Common Stock were issued and outstanding, (b) no shares of are subject to Company Preferred Stock were issued and outstanding, (c) 18,195,312 Options. The Company holds 29,200 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasuryas treasury shares. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, nonassessable and are not subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company Warrants, there are no The shares of Company Common Stock issuable pursuant to Company Stock Plans and the Company Rights Agreement, as the case may be, have been duly authorized and reserved for and, upon issuance, the will be validly issued and outstanding, fully paid and nonassessable and not be subject to preemptive rights (and will not be issued in violation of any preemptive rights). The Company does not have any Rights issued or outstanding with respect to Company Stock, Stock and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) of the Company Disclosure Schedule sets forth a list of the holders of outstanding Company Stock Options issued and vesting on the date hereof and pursuant to the Company WarrantsRights Agreement, as Previously Disclosed. With respect to each Company Stock Option, the Company has Previously Disclosed the recipient, the date that each such Company Stock Option or Company Warrant was grantedof grant, the number of shares of Company Common Stock subject and the exercise price. It has no commitment to each such redeem, repurchase or otherwise acquire, or to register with the SEC, any shares of Company Stock. It has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) on any matter. (2) To its knowledge, there are no voting trusts, proxies, shareholder agreements or other agreements or understandings with respect to the voting of shares of Company Stock Option or Company Warrant, other than the vesting schedule and expiration date of each such Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercisedVoting Agreements contemplated by Recital D hereto.

Company Stock. In the case of the Company only: (1) The authorized capital stock of the Company consists of: (i) 95,000,000 of 2,000,000 shares of Company Preferred Stock and 62,000,000 shares of Company Common Stock, (ii) 900,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7July 14, 20072008, (a) 44,641,388 shares of Company Common Stock were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding. As of July 14, (c) 18,195,312 2008, no more than 39,063,192 shares of Company Common Stock were reserved for issuance under the Company Stock Plansissued and outstanding. As of July 14, (d) 1,500,000 2008, no more than 6,212,182 shares of Company Common Stock were reserved for issuance issuable upon exercise of Company Stock Options under stock options granted outside of the Company Stock Plans. As of July 14, (e) 1,370,763 2008, no more than 653,427 shares of Company Common Stock were reserved for issuance issuable upon vesting of Company RSUs under Company WarrantsStock Plans. As of July 14, and (f) 378,100 2008, no shares of Company Common Stock were held in treasury. issuable upon exercise of any other Rights under Company Stock Plans. (2) The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and not subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Except as set forth above and except for shares issuable pursuant to Company Stock Options Plans and the Company WarrantsRights Agreement, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, Stock and the Company does not have any commitment to authorize, issue or sell any Company Common Stock, Company Preferred Stock or Rights, except pursuant to this Agreement. Section 4.2(e) of the Company Disclosure Schedule sets forth a list of the holders of , outstanding Company Stock Options Options, outstanding Company RSUs and Company WarrantsStock Plans. The Company has no commitment to redeem, the date that each such Company Stock Option repurchase or Company Warrant was granted, the number of otherwise acquire any shares of Company Common Stock subject to each such Company Stock Option or Company Warrant, Stock. Other than the vesting schedule Tender and expiration date of each such Company Stock Option or Company Warrant Voting Agreements and the price at Governance Agreement, there are no shareholder agreements, voting trusts or other arrangements or understandings to which each such the Company Stock Option is a party with respect to voting stock or Company Warrant may be exercisedother equity interests of the Company.

Company Stock. The (1) As of the date hereof, the authorized capital stock of the Company consists of: (i) 95,000,000 of 190,000,000 shares of Company Common Stock, (ii) 900,000 of which no more than 43,465,453 shares are outstanding, and 10,000,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Company Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock of which no shares are collectively referred to herein as the “Company Preferred Stock”)outstanding. As of August 7the date hereof, 2007under Company Stock Plans, (a) 44,641,388 no more than 3,220,094 shares of Company Common Stock were issued and outstanding, (b) no shares are subject to Company Stock Options or other Rights in respect of Company Preferred Stock were issued and outstanding, (c) 18,195,312 Common Stock. The Company holds 7,738,142 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasuryas treasury shares. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, nonassessable and are not subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company Warrants, there are no The shares of Company Common Stock issuable pursuant to Company Stock Plans have been duly authorized and reserved for and, upon issuance, the will be validly issued and outstanding, fully paid and nonassessable and not be subject to preemptive rights (and will not be issued in violation of any preemptive rights). The Company does not have any Rights issued or outstanding with respect to Company Stock, Stock and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) of the Company Disclosure Schedule sets forth a list of the holders of outstanding Company Stock Options and other Rights in respect of Company WarrantsCommon Stock issued on the date hereof under the Company Stock Plans, as Previously Disclosed. With respect to each Company Stock Option and other Right in respect of Company Common Stock, the Company has Previously Disclosed the recipient, the date that each such Company Stock Option or Company Warrant was grantedof grant, the number of shares of Company Common Stock subject to each such Company Stock Option or Company WarrantStock, the exercise price, if applicable, and any vesting schedule and expiration date schedule. It has no commitment to redeem, repurchase or otherwise acquire, or to register with the SEC, any shares of each such Company Stock Option Stock. It has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) on any matter. (2) To its knowledge, there are no voting trusts, proxies, shareholder agreements or other agreements or understandings with respect to the voting of shares of Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercisedStock.

Company Stock. (a) The Company has 10,000,000 authorized shares of Common Stock, of which 4,522,522 shares are outstanding as of August 31, 1997, all of which are or shall be validly issued and are fully paid, nonassessable and free of preemptive rights, and 1,000,000 shares of Preferred Stock, none of which have been issued or are outstanding. Except as set forth in Section 4.2 of the Company Disclosure Schedule, as of the date hereof and as of the Closing Date, there are no outstanding stock appreciation rights, subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other commitments, understandings, restrictions, or arrangements, including any right of conversion or exchange under any outstanding security, instrument or other agreement obligating the Company to issue, deliver, sell or cause to be issued, delivered or sold, additional shares of the capital stock of the Company consists of: (i) 95,000,000 shares of Company Common Stock, (ii) 900,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7, 2007, (a) 44,641,388 shares of Company Common Stock were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding, (c) 18,195,312 shares of Company Common Stock were reserved for issuance under or obligating the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside or any Subsidiary of the Company Stock Plansto grant, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasury. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of extend or enter into any subscriptive such agreement or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company Warrants, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Except for the Stock Option Agreement or set forth in Section 4.2(e4.2 of the Company Disclosure Schedule, there are no commitments, understandings, restrictions or arrangements obligating the Company to purchase, redeem or acquire, or register under any securities law any shares of capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe to any shares of capital stock of the Company. (b) Except as set forth in Section 4.2 of the Company Disclosure Schedule sets forth a list and except for any obligations in connection with this Agreement, there are not as of the holders date hereof and there will not be at the Closing Date any stockholder agreement, voting trust or other agreements or understandings to which the Company or any of outstanding the Significant Shareholders of the Company Stock Options and Company Warrants, the date that each such Company Stock Option are a party or Company Warrant was granted, the number to which any of shares of them is bound relating directly or indirectly to any Company Common Stock subject or other capital stock. Except as stated in Section 4.2 of the Company Disclosure Schedule, there has not been, and there will not have been on the Closing Date, any change in the equity interest of the Common Stock or other capital stock of the Company since June 30, 1994. For purposes of this subsection, "any change in the equity interest of the Common Stock or other capital stock of the Company" includes but is not limited to: distributions to each such Company Stock Option shareholders of any dividends; additional issuances, exchanges or Company Warrantretirements of stock; reacquisition of shares (treasury shares); grants, the vesting schedule exercises, or cancellation of stock options; outstanding warrants; and expiration date of each such Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercisedspin-offs.

Company Stock. The As of the date hereof, the authorized capital stock of the Company consists of: (i) 95,000,000 solely of 20,000,000 shares of Company Common Stock, (ii) 900,000 of which not more than 5,712,135 shares are outstanding as of undesignated preferred stockMarch 25, par value $1.75 per share2002, and (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7, 2007, (a) 44,641,388 shares of Company Common Stock were issued and outstanding, (b) no 5,000,000 shares of Company Preferred Stock were issued and outstandingStock, (c) 18,195,312 no shares of Company Common Stock were reserved for issuance under the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasurywhich are outstanding. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstandingissued, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company WarrantsExcept as Previously Disclosed, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) The Company has Previously Disclosed a list of each Compensation Plan under which any shares of capital stock of the Company Disclosure Schedule sets forth a list or any Rights with respect thereto have been or may be awarded or issued ("Company Stock Plans"). As of March 25, 2002, the holders of Company has outstanding Company Stock Options and Company Warrants, representing the date that each such Company Stock Option or Company Warrant was granted, the number of right to acquire no more than 419,820 shares of Company Common Stock subject and no phantom stock units or other stock appreciation rights. Except as described in the immediately preceding sentence, the Company has no Company Common Stock authorized for issuance pursuant to each such any Company Stock Option Plans. The Company has no shares or units outstanding under the Company's Performance Stock Plan and will not be required to grant any shares or units or make any payments under such plan, either based on performance prior to the date hereof or as a result of the consummation of the transactions contemplated herein. The Company Warrantdoes not have outstanding any bonds, debentures, notes or other obligations the vesting schedule and expiration date holders of each such which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercisedon any matter.

Company Stock. (1) The authorized capital stock of the Company consists of: (i) 95,000,000 of 10,000,000 shares of Company Preferred Stock and 25,000,000 shares of Company Common Stock, (ii) 900,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7the close of business on October 27, 20072010, (a) 44,641,388 shares of Company Common Stock were issued and outstanding, (bA) no shares of Company Preferred Stock were issued and outstanding, (cB) 18,195,312 8,815,599 shares of Company Common Stock were reserved for issuance issued and outstanding, (C) 177,617 shares of Company Common Stock were issuable upon exercise of Company Stock Options under the Company Stock Plans, (dD) 1,500,000 no shares of Company Common Stock were reserved for issuance issuable upon exercise of any other Rights under stock options granted outside of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, Plans and (fE) 378,100 333,203 shares of Company Common Stock were held in treasury. The outstanding As of the close of business on October 27, 2010 there were (i) 1,513,333 shares of Company Common Stock authorized and reserved for future issuance, (ii) outstanding Restricted Stock Units with respect to 266,420 shares of Company Common Stock, and (iii) 146,806 outstanding Director Deferred Shares. (2) The outstanding Shares have been been, and all Shares that may be issued pursuant to Company Stock Plans will be, when issued in accordance with the terms thereof, duly authorized and are validly issued and outstanding, fully paid and nonassessable, and not subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company WarrantsExcept as set forth above, there are no shares of Company Common Stock authorized and or Company Preferred Stock reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, Common Stock or Company Preferred Stock and the Company does not have any commitment to authorize, issue or sell any Company Common Stock, Company Preferred Stock or Rights, except pursuant to this Agreement. Section 4.2(e) of the Company Disclosure Schedule sets forth a list of the holders of , outstanding Company Stock Options and Company Warrants, the date that each such Company Stock Option Plans. The Company has no commitment to redeem, repurchase or Company Warrant was granted, the number of otherwise acquire any shares of Company Common Stock subject Stock. There are no stockholder agreements, voting trusts or other arrangements or understandings to each such which the Company Stock Option or Company Warrantis a party with respect to the capital stock of, the vesting schedule and expiration date voting of each such stock or other equity interests of the Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercisedany of its Subsidiaries.

Company Stock. The authorized capital stock of the Company consists of: (i) 95,000,000 of 20,000,000 shares of Company Common Stock, (ii) 900,000 Stock and 4,000,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 0.001 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7the date of this Agreement, 2007, (a) 44,641,388 no shares of Company Preferred Stock were issued and outstanding and 8,879,011 shares of Company Common Stock were issued and outstanding. As of the date of this Agreement, with respect to all outstanding Company Stock Awards, without duplication, (bi) no shares of Company Preferred Stock were issued and outstanding, (c) 18,195,312 665,000 shares of Company Common Stock were are reserved for issuance under the upon exercise of all outstanding Company Stock Plans, (d) 1,500,000 Awards which constitute an option to purchase shares of Company Common Stock were reserved for issuance under stock options granted outside (at an average strike price of the Company Stock Plans$3.43), (eii) 1,370,763 25,000 shares of Company Common Stock were reserved for issuance under Company Warrantsare classified as “Restricted Stock”, and (fiii) 378,100 734,232 shares of Company Common Stock were held in treasuryare classified as “Deferred Stock”. Other than with respect to the immediately preceding sentence and Company Stock Awards issuable pursuant to Section 3.01(i) of the Disclosure Schedule, there are no other Rights or Company Stock Awards outstanding with respect to the Company Common Stock or Company Preferred Stock or any of the capital stock of any Subsidiary of the Company. The outstanding shares of Company Common Stock and the capital stock of the Company’s Significant Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and not subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date Except as set forth above in this Section 4.02(b) or Section 4.02(c) hereof, other than the Company Stock Options and the Company Warrants, (i) there are no shares of Company Common Stock authorized and or Company Preferred Stock or shares of capital stock of any Significant Subsidiary of the Company reserved for issuance, and neither the Company does not have nor any of its Significant Subsidiaries has any Rights issued or outstanding with respect to the Company Common Stock, Company Preferred Stock or any capital stock of any of the Company’s Significant Subsidiaries and neither the Company does not have nor any of its Significant Subsidiaries has any commitment to (and is not party to any Contract obligating it to) authorize, issue or sell any shares of Company Stock Common Stock, Company Preferred Stock, or Rightsshare of capital stock of any of the Company’s Significant Subsidiaries or Rights with respect to any of the foregoing, except pursuant and (ii) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company or any of its Significant Subsidiaries, (B) any securities of the Company or any of its Significant Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or any of its Significant Subsidiaries, or (C) any warrants, calls, options, subscriptions, convertible securities or other rights to acquire from the Company or any of its Significant Subsidiaries, and no Contract, obligation, agreement or commitment of the Company or any of the Significant Subsidiaries of the Company to issue, transfer or sell any shares of capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of the Company or any of its Significant Subsidiaries, and there are not any outstanding Contracts relating to or obligations of the Company or any of its Significant Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities, including any Contracts or agreements granting or extending any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any securities of the Company or any of the Subsidiaries of the Company. Except as set forth above in this AgreementSection 4.02(b) or Section 4.02(c), neither the Company nor any of its Significant Subsidiaries has any outstanding, and has never issued any, “restricted stock” or any “phantom stock” or stock appreciation rights. Neither the Company nor any of its Significant Subsidiaries has any commitment to redeem, repurchase or otherwise acquire any shares of capital. Section 4.2(e4.02(b) of the Company Disclosure Schedule sets forth identifies in a list reasonably accurate manner, with respect to each warrant or option to purchase shares of Company Common Stock that is outstanding: (i) the name of the holders holder of outstanding such warrant or option; (ii) the total number of shares of Company Common Stock Options that are subject to such warrant or option and Company Warrants, the date that each such Company Stock Option or Company Warrant was granted, the number of shares of Company Common Stock subject with respect to each which such Company Stock Option warrant or Company Warrant, option is currently exercisable; (iii) the date on which such warrant or option was granted or issued and the term of such warrant or option; (iv) the vesting schedule for such warrant or option; (v) the exercise price per share of Company Common Stock purchasable under such warrant or option; and expiration (vi) whether such option has been designated as an “incentive stock option” as defined in Section 422 of the Code. There are no Rights or other outstanding warrants or options to purchase shares of Company Preferred Stock or any capital stock of the Company’s Significant Subsidiaries. Except as set forth on Schedule 4.02(b) of the Disclosure Schedule, there are no bonds, debentures, notes or other Indebtedness of the Company or any Significant Subsidiary of the Company having, or providing the holders thereof, the right to vote (or which are convertible into, exchangeable for or exercisable for, shares of capital stock of the Company or other securities of the Company or any of its Significant Subsidiaries having the right to vote) on any matters on which stockholders of the Company may vote. All outstanding shares of Company Common Stock and Company Preferred Stock and shares of capital stock of any Significant Subsidiary of the Company and all outstanding Rights with respect to the foregoing have been issued and granted in compliance with (i) all applicable securities Laws and other applicable Laws except for any such non-compliance which is not, individually or in the aggregate, material to the Company on a consolidated basis or does not prevent or materially delay the Company from performing its obligations under this Agreement., and (ii) all requirements set forth in applicable Material Contracts. Schedule 4.02(b) of the Disclosure Schedule identifies in a reasonably accurate manner each Material Contract relating to any securities of any of the Company or any of its Subsidiaries that contains any information rights, registration rights, financial statement requirements or other terms that would survive the Closing unless terminated or amended prior to the Closing. Except as set forth on Schedule 4.02(b) of the Disclosure Schedules, all dividends or other distributions on the shares of Company Common Stock and any dividends or other distributions on any securities of any of the Company’s Subsidiary which have been authorized and declared prior to the date hereof have been paid in full. The Company does not have a “poison pill” or other similar stockholder rights plan. There are no change of each such control or other similar provisions that would require lender consent in connection with any Indebtedness of the Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercisedany of its Subsidiaries.

Company Stock. The As of the date hereof, the authorized capital stock of the Company consists of: (i) 95,000,000 solely of 20,000,000 shares of Company Common Stock, (ii) 900,000 of which not more than 6,281,783 shares were outstanding as of March 1, 2004, and 2,000,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Company Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock no shares of which are collectively referred to herein as the “Company Preferred Stock”)outstanding. As of August 7, 2007, (a) 44,641,388 No shares of Company Common Stock were have been issued and outstandingsince March 1, (b) no shares 2004 other than pursuant to the exercise of Company Preferred Stock were issued and outstanding, (c) 18,195,312 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasuryOptions. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstandingissued, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company Warrants, there There are no shares of Company Common Stock authorized and reserved for issuanceissuance other than pursuant to the Company Stock Plans, the Company does not have any Rights issued or outstanding with respect to Company StockStock or any Company Stock Awards outstanding other than Company Stock Options, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) The Company has Previously Disclosed a list of each Compensation Plan under which any shares of capital stock of the Company Disclosure Schedule sets forth a list or any Rights with respect thereto have been or may be awarded or issued (the "Company Stock Plans"). As of March 1, 2004, the holders of Company had outstanding Company Stock Options and Company Warrants, representing the date that each such Company Stock Option or Company Warrant was granted, the number of right to acquire no more than 655,002 shares of Company Common Stock subject to each such of which 655,002 Company Stock Options have a per share exercise price less than the Consideration and an aggregate of 203,338 shares of Company Common Stock authorized for future issuance under the Stock Option or Plans; no Company WarrantStock Options have been granted since such date. Except as described in the immediately preceding sentence, the vesting schedule and expiration date of each such Company has no Company Common Stock authorized for issuance pursuant to any Company Stock Option Plans or otherwise. The Company Warrant and has Previously Disclosed the weighted average exercise price at which each such for the Company Stock Option Options under each of its Company Stock Plans. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company Warrant may be exercisedon any matter.

Company Stock. The authorized capital stock of the Company consists of: (i) 95,000,000 100,000 shares of Company Common Stock, and (ii) 900,000 no shares of undesignated preferred stock, par value $1.75 per share, and stock (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7December 29, 20072010, (a) 44,641,388 75,000 shares of Company Common Stock were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding, and (c) 18,195,312 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 no shares of Company Common Stock were held in treasury. The All of the outstanding shares of capital stock of the Company Common Stock (i) have been duly authorized authorized, validly issued, and are validly issued and outstanding, fully paid and nonassessable, (ii) are, and subject to no when issued were, free of preemptive or similar rights and (iii) are owned (legally and were not issued in violation beneficially) free and clear of any subscriptive and all Liens, encumbrances, equities, and restrictions on transferability (other than those imposed by the Securities Act and the state securities or preemptive rights)“Blue Sky” Laws) or voting. As of the date hereof, other than the Company Stock Options and the Company Warrants, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) No options, warrants or other rights to purchase from the Company, agreements or other obligations of the Company Disclosure Schedule sets forth a list to issue or other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding; and, there is no agreement, understanding or arrangement among the Company and each of their respective stockholders or any other Person relating to the ownership or disposition of any capital stock of the holders Company or the election of outstanding directors or managers of the Company Stock Options or the governance of the Company’s affairs, and Company Warrantssuch agreements, understandings and arrangements, if any, will not be breached or violated as a result of the date that each such Company Stock Option execution and delivery of, or Company Warrant was granted, the number consummation of shares of Company Common Stock subject to each such Company Stock Option or Company Warrant, the vesting schedule and expiration date of each such Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercisedtransactions contemplated by this Agreement.