Common use of Parent and Merger Sub Capitalization Clause in Contracts

Parent and Merger Sub Capitalization. (a) The authorized capital stock of Parent consists solely of 200,000,000 shares of Parent Common Stock, of which there were 64,773,413 shares issued and outstanding as of the close of business on March 28, 2000, and 5,000,000 shares of Preferred Stock, par value $0.001 per share, of which no shares are issued or outstanding. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to any right of rescission or preemptive rights created by statute, the Parent Charter Documents or any agreement or document to which Parent is a party or by which it is bound. As of the date of this Agreement, there are no shares of Parent Common Stock held in treasury by Parent.

Parent and Merger Sub Capitalization. (a) The authorized capital stock of Parent consists solely of 200,000,000 1,000,000,000 shares of Parent Common Stock, par value $0.001 per share, of which there were 64,773,413 94,325,615 shares issued and outstanding as of the close of business on March 28April 6, 20002001, and 5,000,000 shares of Preferred Stock, par value $0.001 per share, of which no shares are issued or outstanding. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to any right of rescission or preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent Charter Documents or any agreement or document to which Parent is a party or by which it is bound. As of the date close of this Agreementbusiness on April 5, 2001, there are no shares of Parent Common Stock held in treasury by the Parent. No material change in such capitalization has occurred between December 31, 2000 and the date of this Agreement.

Parent and Merger Sub Capitalization. (a) The authorized capital stock of Parent consists solely of 200,000,000 100,000,000 shares of Parent Common Stock, par value $0.01 per share, of which there were 64,773,413 52,510,452 shares issued and outstanding as of the close date of business on March 28, 2000, this Agreement and 5,000,000 shares of Preferred Stockpreferred stock, par value $0.001 0.01 per share, none of which no shares are issued or outstanding. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to any right of rescission or preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent Charter Documents or any agreement or document to which Parent is a party or by which it is bound. As of the date of this Agreement, there are no 178,533 shares of Parent Common Stock are held in treasury by Parent.

Parent and Merger Sub Capitalization. (a) The Prior to the Reverse Split, the authorized capital stock of Parent consists solely consisted of 200,000,000 100,000,000 shares of Parent Common Stock, of which there were 64,773,413 shares issued and outstanding as of the close of business on March 28, 2000, and 5,000,000 shares of Preferred Stock, par value $0.001 0.01 per share, of which no there were 52,522,452 shares are issued and outstanding and 5,000,000 shares of preferred stock, par value $0.01 per share, none of which were issued or outstanding. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to any right of rescission or preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent Charter Documents or any agreement or document to which Parent is a party or by which it is bound. As of Prior to the date of this AgreementReverse Split, there are no 166,533 shares of Parent Common Stock were held in treasury by Parent.