Common use of Parent Capital Stock Clause in Contracts

Parent Capital Stock. (a) The authorized capital stock of Parent consists of (w) 500,000,000 shares of Parent Class A Common Stock, (x) 275,000,000 shares of Parent Class B Common Stock, (y) 10,000,000 shares of Parent Class C Common Stock and (z) 85,691,245 shares of Parent Preferred Stock, of which 35,000,000 shares are available for issuance as of the Measurement Date. As of the Measurement Date, there were (i) 77,857,985 shares of Parent Class A Common Stock issued and outstanding, (ii) 22,430,097 shares of Parent Class B Common Stock issued and outstanding, (iii) no shares of Parent Class C Common Stock issued and outstanding, (iv) no shares of Parent Common Stock issued and held in the treasury of Parent, (v) no shares of Parent Preferred Stock issued and held in the treasury of Parent, (vi) 10,308,754 shares of Parent Common Stock subject to outstanding Parent Equity Awards and (vii) 2,619,309 shares of Parent Class A Common Stock reserved and available for issuance under the Parent Equity Plans. (b) All of the outstanding shares of Parent Capital Stock have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive or similar rights. All of the issued and outstanding shares of Parent Capital Stock were issued in compliance with all applicable Laws concerning the issuance of securities. Except as referred to in this Section 5.03 or as set forth on Section 5.03(b) of the Parent Disclosure Letter, there are no outstanding (i) shares of capital stock or other equity interests or voting securities of Parent, (ii) securities convertible or exchangeable, directly or indirectly, into capital stock of Parent, (iii) options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that require Parent to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem capital stock of Parent, (iv) stock appreciation, phantom stock, profit participation or similar rights with respect to Parent or (v) bonds, debentures, notes or other indebtedness for borrowed money of Parent having the right to vote on any matters on which Parent Stockholders may vote. (c) All of the outstanding Parent Equity Awards have been duly authorized by all necessary corporate action and were granted in accordance with the terms of all applicable Parent Equity Plans and applicable Laws.

Parent Capital Stock. (a) The authorized capital stock of Parent consists solely of (w) 500,000,000 40,000,000 shares of Parent Class A Common Stock, (x) 275,000,000 of which 9,785,105 shares were outstanding as of Parent Class B Common Stockthe date hereof, (y) 10,000,000 shares of Parent Class C Common Stock and (z) 85,691,245 5,000,000 shares of Parent Preferred Stock, of which 35,000,000 no shares are available for issuance outstanding as of the Measurement Datedate hereof. As of the Measurement Datedate hereof, there were (i) 77,857,985 1,647,363 shares of Parent Class A Common Stock issued were held in treasury by Parent or otherwise directly or indirectly owned (other than in a fiduciary capacity) by Parent and outstanding, (ii) 22,430,097 shares of Parent Class B Common Stock issued and outstanding, (iii) no shares of Parent Class C Common Stock issued and outstanding, (iv) no shares of Parent Common Stock issued were reserved for issuance, other than pursuant to the terms of this Agreement and held in the treasury of Parent, (v) no shares of Parent Preferred Stock issued and held in the treasury of Parent, (vi) 10,308,754 1,126,155 shares of Parent Common Stock subject to outstanding Parent Equity Awards and (vii) 2,619,309 shares of Parent Class A Common Stock reserved and available for issuance under pursuant to Parent Stock Plans, including 977,076 shares reserved for issuance upon the Parent Equity Plans. (b) All exercise of options outstanding as of the date hereof, in accordance with their terms. The outstanding shares of Parent Capital Common Stock have been duly authorized and validly issued and are fully paid, paid and non-assessable assessable, and free of preemptive or similar rights. All none of the issued and outstanding shares of Parent Capital Common Stock were have been issued in compliance with all applicable Laws concerning the issuance of securities. Except as referred to in this Section 5.03 or as set forth on Section 5.03(b) violation of the Parent Disclosure Letterpreemptive rights of any Person. As of the date hereof, there are no Rights authorized, issued or outstanding with respect to the capital stock of Parent and Parent does not have any Contract to authorize, issue or sell any shares of Parent Common Stock, Parent Preferred Stock or Rights, except for (i) shares of capital stock Parent Common Stock issuable pursuant to Parent Stock Plans and upon exercise or other equity interests or voting securities vesting of Parent, Rights granted pursuant thereto and (ii) securities convertible or exchangeableby virtue of this Agreement. At the Effective Time, directly or indirectly, into capital stock of Parent, (iii) options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that require Parent to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem capital stock of Parent, (iv) stock appreciation, phantom stock, profit participation or similar rights with respect to Parent or (v) bonds, debentures, notes or other indebtedness for borrowed money the shares of Parent having Common Stock to be issued in exchange for shares of Company Common Stock in the right Merger will be duly authorized, validly issued, fully paid and nonassessable and the issuance thereof is not subject to vote on any matters on which Parent Stockholders may votepreemptive right. (c) All of the outstanding Parent Equity Awards have been duly authorized by all necessary corporate action and were granted in accordance with the terms of all applicable Parent Equity Plans and applicable Laws.

Parent Capital Stock. (a) The Immediately prior to execution of this Agreement, the authorized capital stock of Parent consists is 77,000,000 shares, consisting of (wi) 500,000,000 75,000,000 shares of Parent Class A Common Stock, (x) 275,000,000 shares of Parent Class B Common Stock, (y) 10,000,000 shares of Parent Class C Common Stock and (z) 85,691,245 shares of Parent Preferred Stock, of which 35,000,000 28,994,977 shares were issued and outstanding as of January 31, 2006, and (ii) 2,000,000 shares of Preferred Stock, par value $0.001 per share, all of which are available for designation and issuance in one or more series by the Parent Board pursuant to the Parent’s certificate of incorporation as of the Measurement Date. As of the Measurement Date, there were (i) 77,857,985 shares of Parent Class A Common Stock issued and outstanding, (ii) 22,430,097 shares of Parent Class B Common Stock issued and outstanding, (iii) no shares of Parent Class C Common Stock issued and outstanding, (iv) no shares of Parent Common Stock issued and held in the treasury of Parent, (v) no shares of Parent Preferred Stock issued and held in the treasury of Parent, (vi) 10,308,754 shares of Parent Common Stock subject to outstanding Parent Equity Awards and (vii) 2,619,309 shares of Parent Class A Common Stock reserved and available for issuance under the Parent Equity Plans. (b) All of the outstanding shares of Parent Capital Stock have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive or similar rightsdate hereof. All of the issued and outstanding shares of Parent Stock are duly authorized, validly issued, fully paid and nonassessable, and were not issued in violation of any preemptive rights. The shares of Parent Stock to be issued and delivered in connection with the Merger and this Agreement will be duly authorized, validly issued, fully paid and nonassessable. A sufficient number of shares of Parent Stock have been reserved by the Parent Board of directors to provide for such issuance. The shares of Parent Stock to be issued and delivered in connection with the Merger and this Agreement will be issued to the holders of Company Capital Stock were pursuant to one or more exemptions from registration under Section 5 of the Securities Act of 1933, as amended. The shares of Parent Stock to be issued and delivered in compliance connection with the Merger and this Agreement shall be free and clear of all liens, charges, encumbrances, security interests, pledges, claims and options of any nature whatsoever, and the transfer of the such shares pursuant to this Agreement will pass good and marketable title to such shares of Parent Stock to the holders of Company Capital Stock, free and clear of all liens, charges, encumbrances, security interests, pledges, claims and options of any nature whatsoever (subject to the applicable Laws concerning the issuance of securities. Except as referred to in this Section 5.03 or as set forth on Section 5.03(b) provisions of the Parent Disclosure Letter, there are no outstanding (i) shares of capital stock or other equity interests or voting securities of Parent, (ii) securities convertible or exchangeable, directly or indirectly, into capital stock of Parent, (iii) options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that require Parent to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem capital stock of Parent, (iv) stock appreciation, phantom stock, profit participation or similar rights with respect to Parent or (v) bonds, debentures, notes or other indebtedness for borrowed money of Parent having the right to vote on any matters on which Parent Stockholders may voteRegistration Rights Agreement). (c) All of the outstanding Parent Equity Awards have been duly authorized by all necessary corporate action and were granted in accordance with the terms of all applicable Parent Equity Plans and applicable Laws.

Parent Capital Stock. (a) The authorized capital stock of Parent consists -------------------- solely of (w) 500,000,000 40,000,000 shares of Parent Class A Common Stock, (x) 275,000,000 of which 9,785,105 shares were outstanding as of Parent Class B Common Stockthe date hereof, (y) 10,000,000 shares of Parent Class C Common Stock and (z) 85,691,245 5,000,000 shares of Parent Preferred Stock, of which 35,000,000 no shares are available for issuance outstanding as of the Measurement Datedate hereof. As of the Measurement Datedate hereof, there were (i) 77,857,985 1,647,363 shares of Parent Class A Common Stock issued were held in treasury by Parent or otherwise directly or indirectly owned (other than in a fiduciary capacity) by Parent and outstanding, (ii) 22,430,097 shares of Parent Class B Common Stock issued and outstanding, (iii) no shares of Parent Class C Common Stock issued and outstanding, (iv) no shares of Parent Common Stock issued were reserved for issuance, other than pursuant to the terms of this Agreement and held in the treasury of Parent, (v) no shares of Parent Preferred Stock issued and held in the treasury of Parent, (vi) 10,308,754 1,126,155 shares of Parent Common Stock subject to outstanding Parent Equity Awards and (vii) 2,619,309 shares of Parent Class A Common Stock reserved and available for issuance under pursuant to Parent Stock Plans, including 977,076 shares reserved for issuance upon the Parent Equity Plans. (b) All exercise of options outstanding as of the date hereof, in accordance with their terms. The outstanding shares of Parent Capital Common Stock have been duly authorized and validly issued and are fully paid, paid and non-assessable assessable, and free of preemptive or similar rights. All none of the issued and outstanding shares of Parent Capital Common Stock were have been issued in compliance with all applicable Laws concerning the issuance of securities. Except as referred to in this Section 5.03 or as set forth on Section 5.03(b) violation of the Parent Disclosure Letterpreemptive rights of any Person. As of the date hereof, there are no Rights authorized, issued or outstanding with respect to the capital stock of Parent and Parent does not have any Contract to authorize, issue or sell any shares of Parent Common Stock, Parent Preferred Stock or Rights, except for (i) shares of capital stock Parent Common Stock issuable pursuant to Parent Stock Plans and upon exercise or other equity interests or voting securities vesting of Parent, Rights granted pursuant thereto and (ii) securities convertible or exchangeableby virtue of this Agreement. At the Effective Time, directly or indirectly, into capital stock of Parent, (iii) options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that require Parent to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem capital stock of Parent, (iv) stock appreciation, phantom stock, profit participation or similar rights with respect to Parent or (v) bonds, debentures, notes or other indebtedness for borrowed money the shares of Parent having Common Stock to be issued in exchange for shares of Company Common Stock in the right Merger will be duly authorized, validly issued, fully paid and nonassessable and the issuance thereof is not subject to vote on any matters on which Parent Stockholders may votepreemptive right. (c) All of the outstanding Parent Equity Awards have been duly authorized by all necessary corporate action and were granted in accordance with the terms of all applicable Parent Equity Plans and applicable Laws.