Common use of Parent and Merger Sub Capital Structure Clause in Contracts

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 719,719,414 shares of common stock, par value $0.01 per share, of which 683,700,000 shares have been designated Series A Common Stock (or Parent Common Stock), 30,800,000 shares have been designated Series B Common Stock and 5,219,414 shares have been designated Series K Common Stock, of which there were 331,563,340 shares of Series A Common Stock, 30,800,000 shares of Series B Common Stock and 5,219,414 shares of Series K Common Stock issued and outstanding as of June 30, 1999, and 9,650,000 shares of Preferred Stock, par value $0.01 per share, of which no shares are issued or outstanding as of June 30, 1999. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable. As of June 30, 1999: (i) there were options outstanding to purchase an aggregate of 50,608,261 shares of Parent Common Stock pursuant to Parent's stock option plans; and (ii) 1,775,542 shares of Parent Common Stock reserved for future issuance under Parent's 1997 Employee Stock Purchase Plan. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (b) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, no par value, all of which, as of the date hereof, are issued and outstanding and are held by Parent. All of the outstanding shares of Merger Sub's common stock have been duly authorized and validly issued, and are fully paid and nonassessable. Merger Sub was formed for the purpose of consummating the Merger and has no material assets or liabilities except as necessary for such purpose. (c) The Parent Common Stock to be issued in the Merger, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 719,719,414 100,000,000 shares of common stock, par value $0.01 per share, of which 683,700,000 shares have been designated Series A Common Stock (or Parent Common Stock), 30,800,000 shares have been designated Series B Common Stock and 5,219,414 shares have been designated Series K Common Stock, of which there were 331,563,340 51,259,448 shares of Series A Common Stock, 30,800,000 shares of Series B Common Stock and 5,219,414 shares of Series K Common Stock issued and outstanding as of June September 30, 19991997, and 9,650,000 5,000,000 shares of Preferred Stock, par value $0.01 per share, of which no shares are one share of Series A Preferred Stock is issued or outstanding as and outstanding. As of June September 30, 19991997, Parent had reserved an aggregate of 10,317,588 shares of Parent Common Stock, net of exercises, for issuance pursuant to Parent's 1997 Stock Incentive Plan, the FSA Stock Option Plan, Parent's Outside Director Stock Option Plan, the SA93 Stock Option Plan, the SAII Stock Option Plan, Parent's Non-Officer Stock Option Plan and Parent's 1992 Stock Option Plan. As of September 30, 1997, there were options outstanding to purchase an aggregate of 8,016,938 shares of Parent Common Stock pursuant to such plans. As of September 30, 1997, Parent had reserved an aggregate of 354,181 shares of Parent Common Stock, net of purchases, for issuance pursuant to Parent's Employee Stock Purchase Plan. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable. As nonassessable and are not subject to preemptive rights created by statute, the Articles of June 30, 1999: (i) there were options outstanding to purchase an aggregate of 50,608,261 shares Incorporation or Bylaws of Parent Common Stock pursuant to Parent's stock option plans; and (ii) 1,775,542 shares of Parent Common Stock reserved for future issuance under Parent's 1997 Employee Stock Purchase Plan. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant or any agreement or document to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (b) Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 1,000 1000 shares of common stockCommon Stock, no $0.001 par value, all of which, as of the date hereof, are issued and outstanding and are held by Parent. All of the outstanding shares of Merger Sub's common stock have been duly authorized and validly issued, and are fully paid and nonassessable. Merger Sub was formed on or about October 10, 1997, for the purpose of consummating the Merger and has no material assets or liabilities except as necessary for such purpose. (c) The Parent Common Stock to be issued in the Merger, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 719,719,414 100,000,000 shares of common stockCommon Stock, par value $0.01 .001 per share, of which 683,700,000 shares have been designated Series A Common Stock (all or Parent Common Stock), 30,800,000 shares have been designated Series B Common Stock and 5,219,414 shares have been designated Series K Common Stock, substantially all of which there were 331,563,340 such 100,000,000 shares of Series A Common Stock, 30,800,000 shares of Series B Common Stock and 5,219,414 shares of Series K Common Stock common stock are issued and outstanding as of June 30, 1999, the date of this Agreement and 9,650,000 25,000,000 shares of Preferred Stock, par value $0.01 .001 per share, of which no shares are issued or outstanding as of June 30, 1999the date of this Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable. As nonassessable and are not subject to preemptive rights created by statute, the Articles of June 30, 1999: (i) there were options outstanding to purchase an aggregate of 50,608,261 shares Incorporation or Bylaws of Parent Common Stock pursuant to Parent's stock option plans; and (ii) 1,775,542 shares of Parent Common Stock reserved for future issuance under Parent's 1997 Employee Stock Purchase Plan. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant or any agreement or document to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (b) Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 1,000 shares of common stockCommon Stock, no $0.001 par valuevalue per share, all of which, as of the date hereof, are issued and outstanding and are held by Parent. All of the outstanding shares of Merger Sub's common stock have been duly authorized and validly issued, and are fully paid and nonassessable. Merger Sub was formed on April 26, 2005, for the purpose of consummating the Merger and Merger, has no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Time will not have, conducted any business except as necessary for such purpose. (cb) The Parent Common Stock to be issued in As of the Merger, when issued in accordance with the provisions date of this Agreement, will Parent had reserved an aggregate of 5,000,000 shares of Parent Common Stock, net of exercises, for issuance to employees, consultants and non-employee directors pursuant to Parent's 2002 Stock Option Plan under which options are outstanding for an aggregate of 3,339,130 shares of Common Stock (the "PARENT STOCK OPTION PLAN.") at exercise prices ranging from $0.095 to $0.20 per share, or a weighted average exercise price of $0.16 per share. Stock options granted pursuant to the Parent Stock Option Plan are referred to in this Agreement as "PARENT STOCK OPTIONS.") Parent has made available to the Company accurate and complete copies of the Parent Stock Option Plan and the forms of all agreements evidencing the Parent Stock Options. There are no commitments or agreements of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent Stock Option as a result of the Merger. Additionally, as of the date of this Merger Agreement, the Parent has issued and outstanding warrants to purchase approximately (i) 18,074,723 shares of common stock which may be validly issuedpurchased at an exercise price of $0.18 per share on or before December 31, fully paid 2006, (ii) approximately 500,000 shares of common stock at an exercise price of $0.25 per share on or before December 31, 2009, and nonassessable(iii) approximately 85,614 shares of common stock at an exercise price of $0.001 on or before December 31, 2004.

Parent and Merger Sub Capital Structure. (a) The authorized capital --------------------------------------- stock of Parent consists of 719,719,414 100,000,000 shares of common stock, par value $0.01 per share, of which 683,700,000 shares have been designated Series A Common Stock (or Parent Common Stock), 30,800,000 shares have been designated Series B Common Stock and 5,219,414 shares have been designated Series K Common Stock, of which there were 331,563,340 51,259,448 shares of Series A Common Stock, 30,800,000 shares of Series B Common Stock and 5,219,414 shares of Series K Common Stock issued and outstanding as of June September 30, 19991997, and 9,650,000 5,000,000 shares of Preferred Stock, par value $0.01 per share, of which no shares are one share of Series A Preferred Stock is issued or outstanding as and outstanding. As of June September 30, 19991997, Parent had reserved an aggregate of 10,317,588 shares of Parent Common Stock, net of exercises, for issuance pursuant to Parent's 1997 Stock Incentive Plan, the FSA Stock Option Plan, Parent's Outside Director Stock Option Plan, the SA93 Stock Option Plan, the SAII Stock Option Plan, Parent's Non-Officer Stock Option Plan and Parent's 1992 Stock Option Plan. As of September 30, 1997, there were options outstanding to purchase an aggregate of 8,016,938 shares of Parent Common Stock pursuant to such plans. As of September 30, 1997, Parent had reserved an aggregate of 354,181 shares of Parent Common Stock, net of purchases, for issuance pursuant to Parent's Employee Stock Purchase Plan. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable. As nonassessable and are not subject to preemptive rights created by statute, the Articles of June 30, 1999: (i) there were options outstanding to purchase an aggregate of 50,608,261 shares Incorporation or Bylaws of Parent Common Stock pursuant to Parent's stock option plans; and (ii) 1,775,542 shares of Parent Common Stock reserved for future issuance under Parent's 1997 Employee Stock Purchase Plan. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant or any agreement or document to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (b) Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 1,000 1000 shares of common stockCommon Stock, no $0.001 par value, all of which, as of the date hereof, are issued and outstanding and are held by Parent. All of the outstanding shares of Merger Sub's common stock have been duly authorized and validly issued, and are fully paid and nonassessable. Merger Sub was formed on or about October 10, 1997, for the purpose of consummating the Merger and has no material assets or liabilities except as necessary for such purpose. (c) The Parent Common Stock to be issued in the Merger, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.

Parent and Merger Sub Capital Structure. (a) The As of July 31, 2006, the authorized capital stock of Parent consists of 719,719,414 shares of common stock, par value $0.01 per share, of which 683,700,000 shares have been designated Series A Common Stock (or Parent Common Stock), 30,800,000 shares have been designated Series B Common Stock and 5,219,414 shares have been designated Series K Common Stock, of which there were 331,563,340 shares of Series A Common Stock, 30,800,000 shares of Series B Common Stock and 5,219,414 shares of Series K Common Stock issued and outstanding as of June 30, 1999, and 9,650,000 shares of Preferred Stock, par value $0.01 per share, of which no shares are issued or outstanding as of June 30, 1999. All outstanding 50,000,000 shares of Parent Common Stock are duly authorizedand 5,000,000 shares of preferred stock of Parent, validly issued, fully paid and nonassessablepar value $0.001 per share (the “Parent Preferred Stock”). As of June 30July 31, 19992006, there were: (iA) there were options outstanding to purchase an aggregate of 50,608,261 25,226,593 shares of Parent Common Stock pursuant to Parent's stock option plansissued and outstanding; and (iiB) 1,775,542 862,275 shares of Parent Common Stock reserved for future issuance under pursuant to Parent's 1997 Employee ’s stock option plans (such plans, the “Parent Stock Purchase Plan. All Plans”); (C) 3,227,235 shares of Parent Common Stock subject to issuable upon exercise of awarded but unexercised stock options; and (D) no shares of Parent Preferred Stock outstanding. Since July 31, 2006, there have been no changes in the issued capital stock of Parent except for issuance as aforesaid, upon issuance on of shares of Parent Common Stock in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessableof Parent Stock Plans. (b) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, no $0.001 par valuevalue per share, all 1,000 of which, as of the date hereofof this Agreement, are issued and outstanding and are held by Parent. All of the outstanding shares of Merger Sub's Sub common stock have been are duly authorized and authorized, validly issued, and are fully paid and nonassessable. Merger Sub was formed for the purpose of consummating the Merger and has no material assets or liabilities except as necessary for such purpose. (c) The All Parent Common Stock to which may be issued in connection with the MergerMerger will be, when issued in accordance with the provisions of this Agreementissued, will be duly authorized, validly issued, fully paid and nonassessable. Parent has taken all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery as Merger Consideration.

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 719,719,414 50,000,000 shares of common stockCommon Stock, no par value $0.01 per sharevalue, of which 683,700,000 shares have been designated Series A Common Stock (or Parent Common Stock)as of October 16, 30,800,000 shares have been designated Series B Common Stock and 5,219,414 shares have been designated Series K Common Stock, of which 1998 there were 331,563,340 17,395,885 shares of Series A Common Stock, 30,800,000 shares of Series B Common Stock and 5,219,414 shares of Series K Common Stock issued and outstanding as of June 30, 1999, the date of this Agreement and 9,650,000 5,000,000 shares of Preferred Stock, no par value $0.01 per sharevalue, of which no shares are issued or outstanding as of June 30, 1999the date of this Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable. As nonassessable and are not subject to preemptive rights created by statute, the Articles of June 30, 1999: (i) there were options outstanding to purchase an aggregate of 50,608,261 shares Incorporation or Bylaws of Parent Common Stock pursuant to Parent's stock option plans; and (ii) 1,775,542 shares of Parent Common Stock reserved for future issuance under Parent's 1997 Employee Stock Purchase Plan. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant or any agreement or document to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (b) Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 1,000 shares of common stockCommon Stock, no $0.001 par valuevalue per share, all of which, as of the date hereof, are issued and outstanding and are held by Parent. All of the outstanding shares of Merger Sub's common stock have been duly authorized and validly issued, and are fully paid and nonassessable. Merger Sub was formed on October 16, 1998, for the purpose of consummating the Merger and Merger, has no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Time will not have, conducted any business except as necessary for such purpose. (cb) The Parent Common Stock to be issued in As of the Merger, when issued in accordance with the provisions date of this Agreement, will be validly issuedParent had reserved an aggregate of 4,000,000 shares and 200,000 shares, fully paid respectively, of Parent Common Stock, net of exercises, for issuance to employees, consultants and nonassessable.non-employee directors pursuant to Parent's Stock Option Plan and Director Stock Option Plan, under which options are outstanding for an aggregate of 2,797,520 shares and 75,000 shares, respectively. (The Stock Option Plan, Dual Stock Option Plan and Director Stock Option Plan are collectively referred to in this Agreement as the "PARENT STOCK

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 719,719,414 500,000,000 shares of common stockCommon Stock, par value $0.01 .001 per share, of which 683,700,000 shares have been designated Series A Common Stock (all or Parent Common Stock), 30,800,000 shares have been designated Series B Common Stock and 5,219,414 shares have been designated Series K Common Stock, substantially all of which there were 331,563,340 such 13,365,962 shares of Series A Common Stock, 30,800,000 shares of Series B Common Stock and 5,219,414 shares of Series K Common Stock common stock are issued and outstanding as of June 30, 1999, the date of this Agreement and 9,650,000 100,000,000 shares of Preferred Stock, par value $0.01 .001 per share, of which no 4,632,520 shares are issued or outstanding as of June 30, 1999the date of this Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable. As nonassessable and are not subject to preemptive rights created by statute, the Articles of June 30, 1999: (i) there were options outstanding to purchase an aggregate of 50,608,261 shares Incorporation or Bylaws of Parent Common Stock pursuant to Parent's stock option plans; and (ii) 1,775,542 shares of Parent Common Stock reserved for future issuance under Parent's 1997 Employee Stock Purchase Plan. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant or any agreement or document to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (b) Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 1,000 shares one share of common stockCommon Stock, no $0.001 par valuevalue per share, all of which, as of the date hereof, are issued and outstanding and are held by Parent. All of the outstanding shares of Merger Sub's common stock have been duly authorized and validly issued, and are fully paid and nonassessable. Merger Sub was formed with an effective date of February 25, 2006, for the purpose of consummating the Merger and Merger, has no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Date will not have, conducted any business except as necessary for such purpose. (cb) The Parent Common Stock to be issued in As of the Merger, when issued in accordance with the provisions date of this Agreement, will be validly issuedParent had reserved an aggregate of 20,000,000 shares of Parent Common Stock, fully paid net of exercises, for issuance to employees, consultants and nonassessablenon-employee directors pursuant to Parent's 2005 Stock Option Plan, as amended, under which options are outstanding for an aggregate of 2,845,000 shares of Common Stock (the "PARENT STOCK OPTION PLAN."). Stock options granted pursuant to the Parent Stock Option Plan are referred to in this Agreement as "PARENT STOCK OPTIONS.") Parent has made available to the Company accurate and complete copies of the Parent Stock Option Plan and the forms of all agreements evidencing the Parent Stock Options. There are no commitments or agreements of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent Stock Option as a result of the Merger.