Common use of Ownership and Capitalization Clause in Contracts

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 shares of common stock, no par value. Prior to the Stock/LLC Exchange, each Shareholder owned, and immediately prior to the Closing each Shareholder will own, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the common stock, no par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above, and the Company Shares reflected in Section 2(k) constitute all of the issued and outstanding capital stock of the Company. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws. (ii) Except as set forth on Exhibit 3.1(b)(ii), the Company has no Subsidiaries and no capital stock, securities convertible into capital stock, or any other equity interest in any other corporation, partnership, limited partnership, limited liability company, association, joint venture or other Person. Each of the entities listed on Exhibit 3.1(b)(ii) is wholly-owned, directly or indirectly, by the Company, is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, as set forth on Exhibit 3.1(b)(ii), and is qualified to do business as a foreign corporation and is in good standing in the states set forth on Exhibit 3.1(b)(ii), which are the only jurisdictions in which the nature of the business conducted by it or the properties owned, leased or operated by it make such qualification necessary. No Person has any right to acquire any interest in any Subsidiary and there are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary. Each such Subsidiary has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Exhibit 3.1(b)(ii) describes Network Communication Integration, Inc., its relationship to the Company, the business it conducts and the Company employees.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 25,000,000 shares of common stock, no par value and 10,000,000 shares of preferred stock, no par value. Prior to the Stock/LLC Exchange, each the Shareholder owned, and immediately prior to the Closing each the Shareholder will own, beneficially and of record, free and clear of any Encumbrance or Tax, the number of 10,000,000 shares of the common stock, no par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above), and which immediately prior to the Company Shares reflected in Section 2(k) Closing will constitute all of the issued and outstanding capital stock of the Company. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There Except as set forth on Exhibit 3.1(b)(i), there is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i), all of which the Shareholders Shareholder shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws. (ii) Except as set forth on Exhibit 3.1(b)(ii), the Company has no Subsidiaries and no capital stock, securities convertible into capital stock, or any other equity interest in any other corporation, partnership, limited partnership, limited liability company, association, joint venture or other Person. Each of the entities listed on Exhibit 3.1(b)(ii) is wholly-owned, directly or indirectly, by the Company, is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, as set forth on Exhibit 3.1(b)(ii), and is qualified to do business as a foreign corporation and is in good standing in the states set forth on Exhibit 3.1(b)(ii), which are the only jurisdictions in which the nature of the business conducted by it or the properties owned, leased or operated by it it, make such qualification necessary. No Person has any right to acquire any interest in any Subsidiary and there are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary. Each such Subsidiary has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Exhibit 3.1(b)(ii) describes Network Communication Integration, Inc., its relationship to the Company, the business it conducts and the Company employees.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 shares of common stock, no par value, divided into two classes as follows: 700,000 shares of voting common stock and 300,000 shares of nonvoting common stock. Prior to the Stock/LLC Exchange, each No shares of nonvoting common stock have been issued. Each Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the voting common stock, no par value, stock of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above2.1(k), and the Company Shares reflected in Section 2(k2.1(k) constitute all of the issued and outstanding capital stock of the Company. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i3.1(b)(i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws. (ii) Except as set forth on Exhibit 3.1(b)(ii), the Company has no Subsidiaries and no capital stock, securities convertible into capital stock, or any other equity interest in any other corporation, partnership, limited partnership, limited liability company, association, joint venture or other Person. Each of the entities listed on Exhibit 3.1(b)(ii) is wholly-owned, directly or indirectly, by the Company, is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, incorporation as set forth on Exhibit 3.1(b)(ii), and is qualified to do business as a foreign corporation and is in good standing in the states set forth on Exhibit 3.1(b)(ii), which are the only jurisdictions in which the nature of the business conducted by it or the properties owned, leased or operated by it make such qualification necessary. No Person has any right to acquire any interest in any Subsidiary and there are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary. Each such Subsidiary has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Exhibit 3.1(b)(ii) describes Network Communication Integration, Inc., its relationship to the Company, the business it conducts and the Company employees.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 50,000 shares of common stock, no par value. Prior to the Stock/LLC Exchange, each The Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, (A) the number of shares of the common stock, no par value, of the Company (the "Company Shares") set forth opposite such the Shareholder's name in Section 2(k) above2.1(k)(i), and the Company Shares reflected in Section 2(k2.1(k)(i) constitute all of the issued and outstanding capital stock of the Company, and (B) all of the outstanding shares of capital stock of each of the Sellers. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's or any Seller's capital stock or any treasury stock, and neither the Company nor any Seller has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the CompanyCompany or any Seller. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the CompanyCompany or of any Seller. Except as set forth on Exhibit 3.1(b) (i), all of which the Shareholders shall cause to be terminated prior to the Closing, there There are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the SharesCompany Shares or any capital stock of any Seller, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws. (ii) Except as set forth on Exhibit 3.1(b)(ii), the Company has no Subsidiaries and no capital stock, securities convertible into capital stock, or any other equity interest in any other corporation, partnership, limited partnership, limited liability company, association, joint venture or other Person. Each of the entities listed on Exhibit 3.1(b)(ii) is wholly-owned, directly or indirectly, by the Company, is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, incorporation as set forth on Exhibit 3.1(b)(ii), and is qualified to do business as a foreign corporation and is in good standing in the states set forth on Exhibit 3.1(b)(ii), which are the only jurisdictions in which the nature of the business conducted by it or the properties owned, leased or operated by it make such qualification necessary. No Person has any right to acquire any interest in any Subsidiary and there are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary. Each such Subsidiary has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Exhibit 3.1(b)(ii) describes Network Communication Integration, Inc., its relationship to the Company, the business it conducts and the Company employees.

Ownership and Capitalization. (i) The authorized share capital stock of the Company consists of 1,000,000 102,000,000 shares of common stock, no par valueCompany Stock. Prior to the Stock/LLC Exchange, each Shareholder owned, and immediately prior to the Closing each Shareholder will own, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the common stock, no par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above, and the The Company Shares reflected in Section 2(kon Exhibit 2.2(a) constitute all of the issued and outstanding shares in the capital stock of the CompanyCompany and unissued shares in the capital of the Company that are subject to options held by the Shareholders. All of the issued and outstanding shares in the capital of the Company's capital stock Company have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth on Exhibit 2.2(a) or 3.1(b)(i), with no personal Liability attaching to the ownership thereof. There is there are no authorized or outstanding stock shares or security other securities convertible into or exchangeable for, or nor any authorized or outstanding option, warrant or other right Right to subscribe for or to purchase, or convert any obligation into, any unissued shares in the capital of the Company's capital stock Company or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other rightRight. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights Rights with respect to the Company. There Except as are set forth on Exhibit 2.2(a) or Exhibit 3.1(b)(i), there are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any shares in the capital stock of the Company, and the Shareholders shall cause all such agreements and understandings identified in Exhibit 2.2(a) or Exhibit 3.1(b) (i) to be terminated (or, with respect to options to acquire unissued shares in the capital of the Company, exercise or permit to expire in accordance with Section 4.10) prior to the Closing. Except as set forth on Exhibit 3.1(b2.2(a) (ior Exhibit 3.1(b)(i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights Rights of first refusal, buy-sell arrangements, options, warrants, rightsRights, calls, or other commitments or restrictions of any character relating to any of the Shares, Company Shares except those restrictions on transfer imposed by the Securities Act articles of 1993, as amended, and applicable state securities laws. (ii) Except as set forth on Exhibit 3.1(b)(ii), the Company has no Subsidiaries and no capital stock, securities convertible into capital stock, or any other equity interest in any other corporation, partnership, limited partnership, limited liability company, association, joint venture or other Person. Each of the entities listed on Exhibit 3.1(b)(ii) is wholly-owned, directly or indirectly, by the Company, is a corporation duly organized, validly existing and the Shareholders hereby irrevocably waive such restrictions and such other commitments or restrictions contained in good standing under the laws of its state of incorporation, as set forth any document identified on Exhibit 3.1(b)(ii), and is qualified to do business 2.2(a) or Exhibit 3.1(b)(i) as a foreign corporation and is in good standing in the states set forth on Exhibit 3.1(b)(ii), which are the only jurisdictions in which the nature of the business conducted by it or the properties owned, leased or operated by it make such qualification necessary. No Person has any right to acquire any interest in any Subsidiary and there are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary. Each such Subsidiary has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Exhibit 3.1(b)(ii) describes Network Communication Integration, Inc., its relationship to the Company, the business it conducts and the Company employeesClosing Date.

Ownership and Capitalization. Part (i) The of SCHEDULE 4.1(c) sets forth a correct and complete description of the number of shares of authorized capital stock of the Company consists of 1,000,000 shares of common stock, no and their par value. Prior to the Stock/LLC Exchange, each Each Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or TaxEncumbrance, the number numbers of shares of the common stock, no par value, of the Company (the "Company Shares") Shares set forth opposite such Shareholder's name their respective names on part (ii) of SCHEDULE 4.1(c). The Shares set forth in Section 2(kpart (ii) above, and of SCHEDULE 4.1(c) in the Company Shares reflected in Section 2(k) aggregate constitute all of the issued and outstanding capital stock of the Company. All Part (iii) of SCHEDULE 4.1(c) sets forth the number of Shares issuable upon the exercise of all Incentive Stock Options, the exercise price for the Incentive Stock Options, the identity of the Option Holders of the Incentive Stock Options and the number of Shares subject to the options held by each Option Holder. Except for the issued and outstanding capital stock set forth in SCHEDULE 4.1(c), the Incentive Stock Options disclosed on SCHEDULE 4.1(c), and the SERP, (i) all of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, issued and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There (ii) there is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There , (iii) there are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There , (iv) except as disclosed on SCHEDULE 4.1(c), there are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except , (v) except as set forth disclosed on Exhibit 3.1(b) (iSCHEDULE 4.1(c), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Shares, except those restrictions on transfer imposed by the Securities Act of 19931933, as amended, and applicable state securities laws. (ii) Except as set forth on Exhibit 3.1(b)(ii), the Company has no Subsidiaries and no capital stock, securities convertible into capital stock, or any other equity interest in any other corporation, partnership, limited partnership, limited liability company, association, joint venture or other Person. Each of the entities listed on Exhibit 3.1(b)(ii) is wholly-owned, directly or indirectly, by the Company, is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, as set forth on Exhibit 3.1(b)(ii), and is qualified to do business as a foreign corporation and is in good standing in the states set forth on Exhibit 3.1(b)(ii), which are the only jurisdictions in which the nature of the business conducted by it or the properties owned, leased or operated by it make such qualification necessary. No Person has any right to acquire any interest in any Subsidiary and there are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary. Each such Subsidiary has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Exhibit 3.1(b)(ii) describes Network Communication Integration, Inc., its relationship to the Company, the business it conducts and the Company employees.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 5,000,000 shares of common stock, no par value and 500,000 shares of preferred stock, no par value. Prior to the Stock/LLC Exchange, each Each Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the common stock, no par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above2.1(k)(i), and the Company Shares reflected in Section 2(k2.1(k)(i) constitute all of the issued and outstanding capital stock of the Company. The Company does not own, directly or indirectly, any shares of its capital stock. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There Except as set forth on Exhibit 3.1(b)(i), there is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i3.1(b)(i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Company Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws. (ii) Except as set forth on Exhibit 3.1(b)(ii), the Company has no Subsidiaries and no capital stock, securities convertible into capital stock, or any other equity interest in any other corporation, partnership, limited partnership, limited liability company, association, joint venture or other Person. Each of the entities listed on Exhibit 3.1(b)(ii) is wholly-owned, directly or indirectly, by the Company, is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, incorporation as set forth on Exhibit 3.1(b)(ii), and is qualified to do business as a foreign corporation and is in good standing in the states set forth on Exhibit 3.1(b)(ii), which are the only jurisdictions in which the nature of the business conducted by it or the properties owned, leased or operated by it make such qualification necessary. No Person has any right to acquire any interest in any Subsidiary and there are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary. Each such Subsidiary has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Exhibit 3.1(b)(ii) describes Network Communication Integration, Inc., its relationship to the Company, the business it conducts and the Company employees.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 100,000 shares of common stock, no $.05 par value. Prior to the Stock/LLC Exchange, each Each Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, including any claim of any spouse, as applicable, the number of shares of the common stock, no $.05 par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above2.1(k)(i), and the Company Shares reflected in Section 2(k2.1(k)(i) constitute all of the issued and outstanding capital stock of the Company. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i3.1(b)(i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws. (ii) Except as set forth on Exhibit 3.1(b)(ii), the Company has no Subsidiaries and no capital stock, securities convertible into capital stock, or any other equity interest in any other corporation, partnership, limited partnership, limited liability company, association, joint venture or other Person. Each of the entities listed on Exhibit 3.1(b)(ii) is wholly-owned, directly or indirectly, by the Company, is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, incorporation as set forth on Exhibit 3.1(b)(ii), and is qualified to do business as a foreign corporation and is in good standing in the states set forth on Exhibit 3.1(b)(ii), which are the only jurisdictions in which the nature of the business conducted by it or the properties owned, leased or operated by it make such qualification necessary. No Person has any right to acquire any interest in any Subsidiary and there are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary. Each such Subsidiary has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Exhibit 3.1(b)(ii) describes Network Communication Integration, Inc., its relationship to the Company, the business it conducts and the Company employees.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 1,500 shares of common stock, no $1.00 par value. Prior to the Stock/LLC Exchange, each Each Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the common stock, no $1.00 par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above2.1(k)(i), and the Company Shares reflected in Section 2(k2.1(k)(i) constitute all of the issued and outstanding capital stock of the Company. The Company does not own, directly or indirectly, any shares of its capital stock. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i3.1(b)(i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Company Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws. (ii) Except as set forth on Exhibit 3.1(b)(ii), the Company has no Subsidiaries and no capital stock, securities convertible into capital stock, or any other equity interest in any other corporation, partnership, limited partnership, limited liability company, association, joint venture or other Person. Each of the entities listed on Exhibit 3.1(b)(ii) is wholly-owned, directly or indirectly, by the Company, is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, incorporation as set forth on Exhibit 3.1(b)(ii), and is qualified to do business as a foreign corporation and is in good standing in the states set forth on Exhibit 3.1(b)(ii), which are the only jurisdictions in which the nature of the business conducted by it or the properties owned, leased or operated by it make such qualification necessary. No Person has any right to acquire any interest in any Subsidiary and there are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary. Each such Subsidiary has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Exhibit 3.1(b)(ii) describes Network Communication Integration, Inc., its relationship to the Company, the business it conducts and the Company employees.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 30,000 shares of common stock, no $1.00 par value. Prior to the Stock/LLC Exchange, each Each Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the common stock, no $1.00 par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above2.1(k)(i), and the Company Shares reflected in Section 2(k2.1(k)(i) constitute all of the issued and outstanding capital stock of the Company. In addition, the Company holds 120 shares of common stock, $1.00 par value, as treasury stock. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i3.1(b)(i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Company Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws. (ii) Except as set forth on Exhibit 3.1(b)(ii), the Company has no Subsidiaries and no capital stock, securities convertible into capital stock, or any other equity interest in any other corporation, partnership, limited partnership, limited liability company, association, joint venture or other Person. Each of the entities listed on Exhibit 3.1(b)(ii) is wholly-owned, directly or indirectly, by the Company, is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, incorporation as set forth on Exhibit 3.1(b)(ii), and is qualified to do business as a foreign corporation and is in good standing in the states set forth on Exhibit 3.1(b)(ii), which are the only jurisdictions in which the nature of the business conducted by it or the properties owned, leased or operated by it make such qualification necessary. No Person has any right to acquire any interest in any Subsidiary and there are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary. Each such Subsidiary has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Exhibit 3.1(b)(ii) describes Network Communication Integration, Inc., its relationship to the Company, the business it conducts and the Company employees.

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 1,500 shares of common stock, no par value. Prior to the Stock/LLC Exchange, each Each Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the common stock, no par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above2.1(k)(i), and the Company Shares reflected in Section 2(k2.1(k)(i) constitute all of the issued and outstanding capital stock of the Company. The Company does not own, directly or indirectly, any shares of its capital stock. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i3.1(b)(i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Company Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws. (ii) Except as set forth on Exhibit 3.1(b)(ii), the Company has no Subsidiaries and no capital stock, securities convertible into capital stock, or any other equity interest in any other corporation, partnership, limited partnership, limited liability company, association, joint venture or other Person. Each of the entities listed on Exhibit 3.1(b)(ii) is wholly-owned, directly or indirectly, by the Company, is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, incorporation as set forth on Exhibit 3.1(b)(ii), and is qualified to do business as a foreign corporation and is in good standing in the states set forth on Exhibit 3.1(b)(ii), which are the only jurisdictions in which the nature of the business conducted by it or the properties owned, leased or operated by it make such qualification necessary. No Person has any right to acquire any interest in any Subsidiary and there are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary. Each such Subsidiary has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Exhibit 3.1(b)(ii) describes Network Communication Integration, Inc., its relationship to the Company, the business it conducts and the Company employees.any

Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 shares of common stock, no $.01 par value. Prior to the Stock/LLC Exchange, each Each Shareholder owned, and immediately prior to the Closing each Shareholder will ownowns, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the common stock, no $.01 par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above2.1(k)(i), and the Company Shares reflected in Section 2(k2.1(k)(i) constitute all of the issued and outstanding capital stock of the Company. The Company does not own, directly or indirectly, any shares of its capital stock. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i3.1(b)(i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Company Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws. (ii) Except as set forth on Exhibit 3.1(b)(ii), the Company has no Subsidiaries and no capital stock, securities convertible into capital stock, or any other equity interest in any other corporation, partnership, limited partnership, limited liability company, association, joint venture or other Person. Each of the entities listed on Exhibit 3.1(b)(ii) is wholly-owned, directly or indirectly, by the Company, is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, as set forth on Exhibit 3.1(b)(ii), and is qualified to do business as a foreign corporation and is in good standing in the states set forth on Exhibit 3.1(b)(ii), which are the only jurisdictions in which the nature of the business conducted by it or the properties owned, leased or operated by it make such qualification necessary. No Person has any right to acquire any interest in any Subsidiary and there are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary. Each such Subsidiary has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Exhibit 3.1(b)(ii) describes Network Communication Integration, Inc., its relationship to the Company, the business it conducts and the Company employees.a