Common use of Parent Capital Structure Clause in Contracts

Parent Capital Structure. The authorized capital stock of Parent consists of 200,000,000 shares of Parent Common Stock, of which 36,122,600 shares were outstanding as of the close of business on July 7, 2000, and 1,000,000 shares of Preferred Stock, par value $0.01 per share, of which 120 shares of Series B Convertible Stock were outstanding as of the close of business on July 7, 2000 (the "Parent Preferred Shares"). All of the outstanding Parent Common Stock and Parent Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, except that, as of July 7, 2000, there were 4,375,000 shares of Parent Common Stock reserved for issuance pursuant to the JFAX.Xxx, Xxc. 1997 Stock Option Plan (the "Parent Stock Plan") and an aggregate of 3,431,666 shares of Parent Common Stock reserved for issuance upon the conversion of the Parent Preferred Shares or upon the exercise of outstanding warrants. Each of the outstanding shares of capital stock of each of Parent's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by a direct or indirect wholly-owned subsidiary of Parent, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above or in the Parent Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Parent or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.

Parent Capital Structure. (a) The authorized capital stock of Parent consists of 200,000,000 of: (i) 24,000,000 shares of Parent Common Stock, of which 36,122,600 shares were outstanding as of the close of business on July 7, 2000, and 1,000,000 shares of Preferred Stock, par value $0.01 per share, of which 120 there were 11,259,727 shares issued and outstanding as of May 14, 2007, and (ii) 5,850,000 shares of undesignated blank check preferred stock, of which 5,000 shares have been designated as Series B Convertible Stock were Preferred Stock, all of which series have been issued and are outstanding as of the close May 14, 2007. The authorized capital stock of business on July 7DYHP Acquisition consists of 100 shares of Common Stock, 2000 par value $0.01 per share (the "Parent Preferred Shares"“DYHP Acquisition Common Stock”). All , all of the outstanding Parent Common Stock and Parent Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, except thatwhich, as of July 7the date hereof, 2000, there were 4,375,000 are issued and outstanding and are held by Parent. All outstanding shares of Parent Common Stock reserved for issuance pursuant to the JFAX.Xxx, Xxc. 1997 Stock Option Plan (the "Parent Stock Plan") and an aggregate of 3,431,666 shares of Parent DYHP Acquisition Common Stock reserved for issuance upon the conversion of the Parent Preferred Shares or upon the exercise of outstanding warrants. Each of the outstanding shares of capital stock of each of Parent's Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable non-assessable and owned are not subject to preemptive rights created by a direct statute, the Articles of Incorporation or indirect wholly-owned subsidiary of Parent, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above or in the Parent Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities Bylaws of Parent or any of its Subsidiaries DYHP Acquisition, respectively, or any securities agreement or obligations convertible document to which Parent or exchangeable into DYHP Acquisition is a party or exercisable forby which it is bound. As of May 14, or giving any Person a right 2007, Parent had reserved an aggregate of 2,100,000 shares of Parent Common Stock, net of exercises, for issuance to subscribe employees, consultants and non-employee directors pursuant to Parent’s 1999 Stock Option Plan and 1999 Non-Employee Stock Option Plan (collectively, the “Parent Stock Option Plans”), under which options are outstanding for or acquire2,071,768 shares (“Parent Stock Options”), any securities and under which 28,232 shares remain available for grant as of May 14, 2007. As of May 14, 2007, Parent had reserved an aggregate of 962,500 shares of Parent Common Stock for issuance to holders of warrants to purchase shares of Parent Common Stock (“Parent Warrant”). 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. Schedule 3.2(a) lists each outstanding Parent Stock Option and each Parent Warrant at May 14, 2007, the name of the Parent or any of its Subsidiariesholder thereof, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matterexercise price therefor.

Parent Capital Structure. The As of the date hereof, the authorized capital stock of Parent consists of 200,000,000 50,000,000 shares of Parent Common Stock, of which 36,122,600 44,172,420 shares were outstanding as of the close of business on July 7December 31, 2000, and 1,000,000 -0- shares of Preferred Stock, par value $0.01 .001 per shareshare (the "PARENT PREFERRED SHARES"), of which 120 shares of Series B Convertible Stock none were outstanding as of the close of business on July 7December 31, 2000 (the "Parent Preferred Shares")2000. All of the outstanding shares of Parent Common Stock and Parent Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, except that, as of July 7, 2000, there were 4,375,000 shares of Parent Common Stock reserved for issuance pursuant to the JFAX.Xxx, Xxc. 1997 Stock Option Plan (the "Parent Stock Plan") and an aggregate of 3,431,666 shares of Parent Common Stock reserved for issuance upon the conversion of the Parent Preferred Shares or upon the exercise of outstanding warrants. Each of the outstanding shares of capital stock of each or other securities of Parent's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by a direct or indirect wholly-wholly owned subsidiary Subsidiary of Parent, free and clear of any lien, pledge, security interest, claim or other encumbranceLiens. Except as set forth above or in above, as of the Parent Disclosure Letter, date hereof there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, arrangements or commitments or rights of any kind that obligate the Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Parent or any of its Subsidiaries, and no securities or obligation obligations evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any mattermatter ("PARENT VOTING DEBT").

Parent Capital Structure. (a) The authorized capital stock of Parent consists of 200,000,000 500,000,000 shares of Parent Common Stock, of which 36,122,600 shares were outstanding as of the close of business on July 7, 2000, Stock and 1,000,000 10,000,000 shares of Preferred Stock, $.01 par value $0.01 per share(“Parent Preferred Stock”). As of December 13, of which 120 2007, (i) 356,863,804 shares of Series B Convertible Stock were outstanding as of the close of business on July 7, 2000 (the "Parent Preferred Shares"). All of the outstanding Parent Common Stock were issued and Parent Preferred Shares have been duly authorized and outstanding, all of which are validly issued, fully paid and nonassessable. Parent has , (ii) no Parent Common Stock or shares of Parent Preferred Shares reserved for issuance, except that, as of July 7, 2000, there Stock were 4,375,000 issued and outstanding and (iii) no shares of Parent Common Stock reserved for issuance pursuant to and no shares of Parent Preferred Stock were held in the JFAX.Xxxtreasury of Parent or by Subsidiaries of Parent. As of December 13, Xxc. 1997 Stock Option Plan (the "Parent Stock Plan") and an aggregate 2007, a sufficient number of 3,431,666 shares of Parent Common Stock were reserved for future issuance upon pursuant to warrants, stock options and other stock awards, and restricted stock awards granted and outstanding as of December 13, 2007 under Parent’s Long-Term Incentive Plan and inactive stock option plans that were acquired in connection with acquisitions of Dreco Energy Services, Ltd, IRI International, Corporation and Varco International, Inc. (collectively, the conversion “Parent Stock Plans”). Except for (1) the issuance of shares of Parent Common Stock in connection with the Parent Preferred Shares or upon Stock Plans (including the exercise of warrants, stock options or other stock awards thereunder), or (2) as set forth in the Parent Disclosure Letter, no change in such capitalization has occurred between December 13, 2007 and the date of this Agreement. All shares of Parent Common Stock subject to issuance as specified above are duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Parent Common Stock or the capital stock of any Subsidiary or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of obligations of Subsidiaries entered into in the ordinary course of business. Parent has not repurchased any outstanding warrantsshares of Parent Common Stock since December 13, 2007. Each All of the outstanding shares of capital stock of each of Parent's ’s Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors’ qualifying shares in the case of foreign Subsidiaries) are owned by a direct Parent or indirect wholly-owned subsidiary another Subsidiary of Parent, Parent free and clear of any lienall Liens, pledge, security interest, claim agreements or other encumbrance. Except as set forth above or in the Parent Disclosure Letter, there are no preemptive or other outstanding limitations on Parent’s voting rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Parent or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.

Parent Capital Structure. (a) The authorized preferred stock of Parent consists of 15,000,000 shares of authorized preferred stock, none of which have been issued or are outstanding. (b) The authorized capital stock of Parent consists of 200,000,000 50,000,000 shares of Parent Common Stock, of which 36,122,600 shares were outstanding as of the close of business on July 7, 2000, and 1,000,000 shares of Preferred Stock, par value $0.01 per share, of which 120 shares of Series B Convertible Stock were outstanding as of the close of business on July 7, 2000 (the "Parent Preferred Shares"). All of the outstanding authorized Parent Common Stock of which 18,755,298 shares were issued and Parent Preferred Shares have been duly authorized and are validly issuedoutstanding at April 9, fully paid and nonassessable2001. Parent has no The Parent Common Stock or is held by the persons, with the domicile addresses and in the amounts set forth on Section 3.2(a) of the Parent Preferred Shares reserved for issuance, except that, as of July 7, 2000, there were 4,375,000 Disclosure Schedule. All outstanding shares of Parent Common Stock reserved for issuance pursuant to the JFAX.Xxx, Xxc. 1997 Stock Option Plan (the "Parent Stock Plan") and an aggregate of 3,431,666 shares of Parent Common Stock reserved for issuance upon the conversion of the Parent Preferred Shares or upon the exercise of outstanding warrants. Each of the outstanding shares of capital stock of each of Parent's Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable and owned not subject to preemptive rights created by statute, its Articles of Incorporation or Bylaws or any agreement to which Parent is a direct party or indirect wholly-owned subsidiary of Parent, free and clear of any lien, pledge, security interest, claim or other encumbranceby which it is bound. Except as set forth above or in the Parent Disclosure Letter, there There are no preemptive declared or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent or any of its Subsidiaries accrued but unpaid dividends with respect to issue or to sell any shares of Parent Common Stock. Parent has no other capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Parent or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. (c) Parent does not have has reserved 3,790,000 shares of Parent Common Stock for issuance to employees and consultants pursuant to outstanding, unexercised options and warrants. Section 3.2(b) of the Parent Disclosure Schedule sets forth for each of the outstanding Parent Options (defined below) the name of the holder of such option and the number of shares of Common Stock subject to such option. Section 3.2(b) of the Parent Disclosure Schedule also sets forth the name of the holder of any bondsParent Common Stock subject to a right or repurchase by Parent ("Parent Restricted Stock"), debenturesthe number of shares of Parent Restricted Stock and the vesting schedule for such Parent Restricted Stock. Except for the options, notes warrants and rights described in Section 3.2(b) of the Parent Disclosure Schedule (the "Parent Options") and Parent Convertible Note (defined below), there are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which Parent is a party or by which it is bound obligating the Parent to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Parent or obligating the Parent to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Section 3.2(b) of the Parent Disclosure Schedule sets forth for each outstanding Parent stock appreciation right (each a "Parent SAR"), the name of the holder of such Parent SAR, the number of shares of Common Stock associated with such Parent SAR. Except for the Parent SARs described in Section 3.2(b) of the Parent Disclosure Schedule, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other obligations similar rights with respect to the Parent. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Parent. As a result of the Merger, Parent will be the record and sole beneficial owner of all outstanding capital stock of the Surviving Corporation and rights to acquire or receive the capital stock of the Surviving Corporation. (d) Parent has reserved one million four hundred thousand (1,400,000) shares of Parent Common Stock for issuance to Xxxxxxx XxXxxxxx under that certain Convertible Promissory Note dated March 31, 1999 in the principal amount of one million four hundred thousand dollars ($1,400,000) (the "Parent Convertible Note"), which Parent issued to Xxxxxxx XxXxxxxx. (e) The authorized capital stock of Merger Sub consists of 1,000,000 shares of common stock, 1,000 shares of which, as of the date hereof, are issued and outstanding and are held by Parent. All such shares have been duly authorized, and all such issued and outstanding shares have been validly issued, are fully paid and nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matterthereof.

Parent Capital Structure. (a) The authorized capital stock of Parent consists of 200,000,000 60,000,000 shares of Parent Common Stock, of which 36,122,600 shares were outstanding as of the close of business on July 7, 2000$.01 par value, and 1,000,000 5,000,000 shares of Preferred Stock, $.01 par value $0.01 per share, of which 120 shares of Series B Convertible Stock were outstanding as of the close of business on July 7, 2000 (the "Parent Preferred SharesStock"). All As of the outstanding April 30, 1998, (i) 15,516,770 shares of Parent Common Stock were issued and Parent Preferred Shares have been duly authorized and outstanding, all of which are validly issued, fully paid and nonassessable. Parent has , (ii) no shares of Parent Common Stock were held in the treasury of Parent or by Subsidiaries of Parent. Section 3.2 of the Parent Preferred Shares reserved for issuance, except that, as Disclosure Schedule shows the number of July 7, 2000, there were 4,375,000 shares of Parent Common Stock reserved for future issuance pursuant to stock options granted and outstanding as of April 30, 1998 and the JFAX.Xxxplans under which such options were granted (together with the 1997 Employee Stock Purchase Plan, Xxc. 1997 Stock Option Plan (the "Parent Stock PlanPlans") ). No material change in such capitalization has occurred between April 30, 1998 and an aggregate the date of 3,431,666 this Agreement. As of the date of this Agreement, none of the shares of Parent Preferred Stock are issued and outstanding. All shares of Parent Common Stock, subject to issuance as specified above, are duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Parent Common Stock reserved for issuance upon or the conversion capital stock of any Subsidiary or to provide funds to or make any material investment (in the Parent Preferred Shares form of a loan, capital contribution or upon otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of Subsidiaries entered into in the exercise ordinary course of outstanding warrantsbusiness. Each All of the outstanding shares of capital stock of each of Parent's Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors' qualifying shares in the case of foreign Subsidiaries) are owned by a direct Parent or indirect wholly-owned subsidiary of Parent, another Subsidiary free and clear of any lienall security interests, pledgeliens, security interestclaims, claim or other encumbrance. Except as set forth above or in the Parent Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rightspledges, agreements, arrangementslimitations in Parent's voting rights, calls, commitments charges or rights other encumbrances of any kind that obligate the Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Parent or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matternature.

Parent Capital Structure. (a) The authorized capital stock of Parent consists of 200,000,000 shares of Parent Common Stock, Stock of which 36,122,600 29,659,376 shares were issued and outstanding as of the close of business on July 7May 8, 20002001, and 1,000,000 5,000,000 shares of Preferred Stock, $.01 par value, all of which are undesignated and none of which is issued or outstanding. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, $.01 par value $0.01 per share("Merger Sub Common Stock"), of which 120 100 shares of Series B Convertible Stock were outstanding which, as of the close of business on July 7date hereof, 2000 (the "Parent Preferred Shares")are issued and outstanding and are held by Parent. All of the issued and outstanding Parent Common Stock and Parent Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, except that, as of July 7, 2000, there were 4,375,000 shares of Parent Common Stock reserved for issuance pursuant and Merger Sub Common Stock have been duly authorized, and all such issued and outstanding shares have been validly issued, are fully paid and nonassessable, are not subject to the JFAX.Xxx, Xxc. 1997 Stock Option Plan any preemptive rights (the "Parent Stock Plan"and were not issued in violation of any preemptive rights) and an aggregate are free of 3,431,666 shares of Parent Common Stock reserved for issuance any liens or encumbrances other than any liens or encumbrances created by or imposed upon the conversion of the Parent Preferred Shares or upon the exercise of outstanding warrantsholders thereof. Each of the outstanding shares of Parent Common Stock and outstanding shares of capital stock of each or other equity interests of Parent's Subsidiaries is subsidiaries was issued in compliance with all applicable federal and state laws concerning the issuance of securities. No bonds, debentures, notes or other indebtedness of the Parent having the right to vote on any matters on which stockholders of the Parent may vote are issued or outstanding. As of May 8, 2001, Parent had reserved (i) 4,582,000 shares of Common Stock for issuance to executives, key employees and consultants of Parent or its subsidiaries pursuant to its 1989 Incentive and Nonqualified Stock Option Plan, as amended, under which options were outstanding for 345,736 shares and no shares remained available for future option grants, (ii) 4,000,000 shares of Common Stock for issuance to executives, key employees and consultants of the Company or its subsidiaries pursuant to its 1995 Nonqualified Stock Option Plan, as amended, under which options were outstanding for 66,169 shares and no shares remained available for future option grants, (iii) 4,700,000 shares of Common Stock for issuance to employees, directors and consultants and other individuals providing services to Parent or its subsidiaries pursuant to its 1996 Incentive and Nonqualified Stock Option Plan, as amended, under which options were outstanding for 3,786,602 shares and 412,248 shares remained available for future option grants, (iv) 7,500,000 shares of Common Stock for issuance to employees pursuant to its 1997 Nonqualified Stock Option Plan, as amended, under which options were outstanding for 6,534,379 shares and 530,342 shares remained available for future option grants and (v) 700,000 shares of Common Stock for issuance under its 1996 Employee Stock Purchase Plan, as amended (the "Parent ESPP"). 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, shall be duly authorized, validly issued, fully paid and nonassessable nonassessable. The Parent Schedules include a list of all issuances of capital stock by Parent since January 1, 1998 (other than issuances pursuant to the option plans and owned options described in clauses (i) and (ii) above (the "Parent Stock Option Plans") and the Parent ESPP) and also list for each outstanding option at May 8, 2001, the name of the holder of such option, the number of shares subject to such option, the exercise price of such option, the number of shares as to which such option will have been vested at May 8, 2001 and, if the exercisability of such option will be accelerated in any way by the transactions contemplated by this Agreement or for any other reason, an indication of the extent of such acceleration. Such list also describes any repricing of options which has taken place since January 1, 1998. The Parent Schedules also include a direct or indirect wholly-owned subsidiary list of Parent, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above or all the participants in the Parent Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights ESPP and the number of any kind that obligate the Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities Parent Common Stock which will be issuable to the participants therein for the offering period ending October 31, 2001 if all current participants continue to contribute at current levels (assuming the purchase price of Parent or any such shares to be 85% of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities the fair market value of the Parent or any Common Stock on the first day of its Subsidiariesthe current offering period). Since May 8, and 2001, there have been no securities or obligation evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations changes in the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders capital structure of Parent on any matterother than issuances of Parent Common Stock (i) upon the exercise of options granted under the Parent Stock Option Plans and (ii) pursuant to the Parent ESPP.

Parent Capital Structure. The authorized capital stock of the Parent consists of 200,000,000 shares of Parent Common Stock, Stock of which 36,122,600 there were approximately twenty-two million, five hundred seventy-eight thousand, and eight hundred seventy-two (22,578,372) shares were issued and outstanding as of the close date of business on July 7, 2000, and 1,000,000 shares of Preferred Stock, par value $0.01 per share, of which 120 shares of Series B Convertible Stock were outstanding as of the close of business on July 7, 2000 (the "Parent Preferred Shares")this Agreement. All of the outstanding Parent Common Stock and Parent Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, except that, as of July 7, 2000, there were 4,375,000 shares of Parent Common Stock reserved for issuance are duly authorized and validly issued and are not subject to preemptive rights created by statute, the Article of Incorporation or Bylaws of the Parent or any agreement or document to which the Parent is a party or by which it is bound. The Parent Disclosure Letter sets forth the following information with respect to each Parent Stock Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the particular plan pursuant to the JFAX.Xxx, Xxc. 1997 which such Parent Stock Option Plan was granted; (iii) the "Parent Stock Plan") and an aggregate number of 3,431,666 shares of Parent Common Stock reserved for issuance upon subject to such Parent Stock Option; (iv) the conversion exercise price of such Parent Stock Option; (v) the date on which such Parent Stock Option was granted; and (vi) the date on which such Parent Stock Option expires. The Parent has made available to the Integrated accurate and complete copies of the Parent Preferred Shares or upon Stock Option Plans and the exercise forms of outstanding warrantsall agreements evidencing the Parent Stock Options. Each of the outstanding All shares of capital stock of each of Parent's Subsidiaries is 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 and owned by a direct or indirect wholly-owned subsidiary of Parent, free and clear of any lien, pledge, security interest, claim or other encumbrancenonassessable. Except as set forth above or in the Parent Disclosure LetterLetter of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights agreements of any kind that obligate character to which the Parent or is bound obligating the Parent to accelerate the vesting of any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person Stock Option as a right to subscribe for or acquire, any securities result of the Parent or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matterMerger.

Parent Capital Structure. The authorized capital stock of Parent ------------------------ consists of 200,000,000 900,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 36,122,600 there were 230,115,,485 shares were issued and outstanding as of the close of business on July 7June 30, 2000, 2000 and 1,000,000 15,000,000 shares of Preferred Stock, par value $0.01 0.0001 per share, of which 120 one share was issued and outstanding. The authorized capital stock of Merger Sub consists of 100 shares of Series B Convertible Stock were outstanding Common Stock, par value $0.0001 per share (the "Merger Sub Common Stock"), all of which, as of the close of business on July 7date hereof, 2000 (the "Parent Preferred Shares")are issued and outstanding and are held by Parent. All of the outstanding Parent Common Stock and Parent Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, except that, as of July 7, 2000, there were 4,375,000 shares of Parent Common Stock, Parent Preferred Stock reserved for issuance pursuant to the JFAX.Xxx, Xxc. 1997 Stock Option Plan (the "Parent Stock Plan") and an aggregate of 3,431,666 shares of Parent Merger Sub Common Stock reserved for issuance upon the conversion of the Parent Preferred Shares or upon the exercise of outstanding warrants. Each of the outstanding shares of capital stock of each of Parent's Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable non-assessable and owned are not subject to preemptive rights created by a direct statute, the Certificate of Incorporation or indirect wholly-owned subsidiary of Parent, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above or in the Parent Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities Bylaws of Parent or any of its Subsidiaries Merger Sub, respectively, or any securities agreement or obligations convertible document to which Parent or exchangeable into Merger Sub is a party or exercisable forby which it is bound. As of June 30, or giving any Person a right 2000, Parent had reserved an aggregate of 45,967,866 shares of Parent Common Stock, net of exercises, for issuance to subscribe employees, consultants and non-employee directors pursuant to Parent's 1996 Flexible Stock Incentive Plan (the "Parent Stock Option Plan"), under which options are outstanding for or acquire25,489,533 shares and under which 11,356,009 shares are available for grant as of June 30, any securities 2000. As of June 30, 2000, 7,904,794 shares were reserved for issuance pursuant to options granted outside the Parent or any Stock Option Plan. As of its SubsidiariesJune 30, 2000, there were 18,965,024 warrants outstanding to purchase shares of Parent Common Stock. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and no securities or obligation evidencing such rights conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, issued or outstanding. Parent does not have outstanding any bondsvalidly issued, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matterfully paid and nonassessable.

Parent Capital Structure. The authorized capital stock of the Parent consists of 200,000,000 shares of Parent Common Stock, Stock of which 36,122,600 there were approximately twenty-two million, five hundred seventy-eight thousand, and eight hundred seventy-two (22,578,372) shares were issued and outstanding as of the close date of business on July 7, 2000, and 1,000,000 shares of Preferred Stock, par value $0.01 per share, of which 120 shares of Series B Convertible Stock were outstanding as of the close of business on July 7, 2000 (the "Parent Preferred Shares")this Agreement. All of the outstanding Parent Common Stock and Parent Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, except that, as of July 7, 2000, there were 4,375,000 shares of Parent Common Stock reserved for issuance are duly authorized and validly issued and are not subject to preemptive rights created by statute, the Article of Incorporation or Bylaws of the Parent or any agreement or document to which the Parent is a party or by which it is bound. The Parent Disclosure Letter sets forth the following information with respect to each Parent Stock Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the particular plan pursuant to the JFAX.Xxx, Xxc. 1997 which such Parent Stock Option Plan was granted; (iii) the "Parent Stock Plan") and an aggregate number of 3,431,666 shares of Parent Common Stock reserved for issuance upon subject to such Parent Stock Option; (iv) the conversion exercise price of such Parent Stock Option; (v) the date on which such Parent Stock Option was granted; and (vi) the date on which such Parent Stock Option expires. The Parent has made available to Integrated accurate and complete copies of the Parent Preferred Shares or upon Stock Option Plans and the exercise forms of outstanding warrantsall agreements evidencing the Parent Stock Options. Each of the outstanding All shares of capital stock of each of Parent's Subsidiaries is 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 and owned by a direct or indirect wholly-owned subsidiary of Parent, free and clear of any lien, pledge, security interest, claim or other encumbrancenonassessable. Except as set forth above or in the Parent Disclosure LetterLetter of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights agreements of any kind that obligate character to which the Parent or is bound obligating the Parent to accelerate the vesting of any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person Stock Option as a right to subscribe for or acquire, any securities result of the Parent or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matterMerger.

Parent Capital Structure. (a) The authorized capital stock of Parent consists of 200,000,000 500,000,000 shares of Parent Common Stock, of which 36,122,600 shares were outstanding as of the close of business on July 7, 2000$.00025 par value, and 1,000,000 5,000,000 shares of Preferred Stock, $.001 par value $0.01 per share, of which 120 shares of Series B Convertible Stock were outstanding as of the close of business on July 7, 2000 (the "Parent Preferred SharesStock"). All As of the outstanding March 3, 2000, (i) 156,835,002 shares of Parent Common Stock were issued and Parent Preferred Shares have been duly authorized and outstanding, all of which are validly issued, fully paid and nonassessable. Parent has , and (ii) no shares of Parent Common Stock were held in the treasury of Parent or by Subsidiaries of Parent. The Parent Preferred Shares reserved for issuance, except that, as Disclosure Schedule sets forth the number of July 7, 2000, there were 4,375,000 shares of Parent Common Stock reserved for future issuance pursuant to the JFAX.Xxxstock options granted and outstanding as of March 10, Xxc. 1997 Stock Option Plan 2000 under Parent stock option and stock purchase plans (collectively, the "Parent Stock PlanPlans") ). No material change in such capitalization has occurred between December 31, 1999 and an aggregate the date of 3,431,666 this Agreement, except as a result of the exercise of stock options. As of the date of this Agreement, no Parent Preferred Stock is issued and outstanding. All shares of Parent Common Stock reserved for subject to issuance as specified above are duly authorized and, upon issuance on the conversion terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Parent to repurchase, redeem or otherwise acquire any shares of Parent Common Stock or the capital stock of any of its Subsidiaries or to loan funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than (i) guarantees of bank obligations of Subsidiaries entered into in the ordinary course of business, and (ii) repurchase rights of Parent under the Parent Preferred Shares Stock Plans, or upon the exercise of outstanding warrantsunder any stock option agreements pursuant to which options were granted under these plans. Each All of the outstanding shares of capital stock of each of Parent's Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable and all such shares other than directors' qualifying shares in the case of foreign Subsidiaries) are owned by a direct or indirect wholly-owned subsidiary of Parent, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above or in the Parent Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Parent or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.or

Parent Capital Structure. (a) The authorized capital stock of Parent consists of 200,000,000 150,000,000 shares of Parent Common Stock, of which 36,122,600 shares were outstanding as of the close of business on July 7, 2000, and 1,000,000 10,000,000 shares of Preferred Stock, $.01 par value $0.01 per share, of which 120 shares of Series B Convertible Stock were outstanding as of the close of business on July 7, 2000 (the "Parent Preferred SharesStock")) and one share of Special Voting Stock. All As of the outstanding August 9, 2004, (i) 85,891,223 shares of Parent Common Stock were issued and Parent Preferred Shares have been duly authorized and outstanding, all of which are validly issued, fully paid and nonassessable. , (ii) no shares of Parent has Preferred Stock were issued and outstanding, (iii) no shares of Special Voting Stock were issued and outstanding and (iv) no shares of Parent Common Stock or and no shares of Parent Preferred Shares reserved for issuance, except that, as Stock were held in the treasury of July 7, 2000, there were 4,375,000 Parent or by Subsidiaries of Parent. The Parent Disclosure Letter shows the number of shares of Parent Common Stock reserved for future issuance pursuant to warrants, stock options and other stock awards, and restricted stock awards granted and outstanding as of August 9, 2004 under Parent's Stock Award and Long Term Incentive Plan, the JFAX.Xxx, Xxc. 1997 Dreco Stock Option Plan and the IRI Stock Option Plan (collectively, the "Parent Stock PlanPlans") and an aggregate ). Except for the issuance of 3,431,666 shares of Parent Common Stock reserved for issuance upon the conversion of in connection with the Parent Preferred Shares or upon Stock Plans (including the exercise of warrants, stock options or other stock awards thereunder), or except as set forth in the Parent Disclosure Letter, no change in such capitalization has occurred between August 9, 2004 and the date of this Agreement. All shares of Parent Common Stock subject to issuance as specified above are duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Parent Common Stock or the capital stock of any Subsidiary or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of obligations of Subsidiaries entered into in the ordinary course of business. Parent has not repurchased any outstanding warrantsshares of Parent Common Stock since July 3, 2004. Each All of the outstanding shares of capital stock of each of Parent's Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors' qualifying shares in the case of foreign Subsidiaries) are owned by a direct Parent or indirect wholly-owned subsidiary another Subsidiary of Parent, Parent free and clear of any lienall Liens, pledge, security interest, claim agreements or other encumbrance. Except as set forth above or in the Parent Disclosure Letter, there are no preemptive or other outstanding limitations on Parent's voting rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Parent or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.

Parent Capital Structure. (a) The authorized capital stock of Parent consists of 200,000,000 500,000,000 shares of Parent Common Stock, of which 36,122,600 shares were outstanding as of the close of business on July 7, 2000$.00025 par value, and 1,000,000 5,000,000 shares of Preferred Stock, $.001 par value $0.01 per share, of which 120 shares of Series B Convertible Stock were outstanding as of the close of business on July 7, 2000 (the "Parent Preferred SharesStock"). All As of the outstanding March 3, 2000, (i) 156,835,002 shares of Parent Common Stock were issued and Parent Preferred Shares have been duly authorized and outstanding, all of which are validly issued, fully paid and nonassessable. Parent has , and (ii) no shares of Parent Common Stock were held in the treasury of Parent or by Subsidiaries of Parent. The Parent Preferred Shares reserved for issuance, except that, as Disclosure Schedule sets forth the number of July 7, 2000, there were 4,375,000 shares of Parent Common Stock reserved for future issuance pursuant to the JFAX.Xxxstock options granted and outstanding as of March 10, Xxc. 1997 Stock Option Plan 2000 under Parent stock option and stock purchase plans (collectively, the "Parent Stock PlanPlans") ). No material change in such capitalization has occurred between December 31, 1999 and an aggregate the date of 3,431,666 this Agreement, except as a result of the exercise of stock options. As of the date of this Agreement, no Parent Preferred Stock is issued and outstanding. All shares of Parent Common Stock reserved for subject to issuance as specified above are duly authorized and, upon issuance on the conversion terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Parent to repurchase, redeem or otherwise acquire any shares of Parent Common Stock or the capital stock of any of its Subsidiaries or to loan funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than (i) guarantees of bank obligations of Subsidiaries entered into in the ordinary course of business, and (ii) repurchase rights of Parent under the Parent Preferred Shares Stock Plans, or upon the exercise of outstanding warrantsunder any stock option agreements pursuant to which options were granted under these plans. Each All of the outstanding shares of capital stock of each of Parent's Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable and all such shares other than directors' qualifying shares in the case of foreign Subsidiaries) are owned by a direct Parent or indirect wholly-owned subsidiary of Parent, another Subsidiary free and clear of any lienall security interests, pledgeliens, security interestclaims, claim pledges, agreements, limitations on Parent's voting rights, charges or other encumbrance. Except as set forth above encumbrances of any nature other than security interests, liens, claims, pledges, agreements, limitations, charges or other encumbrances that (A) relate to any taxes or other governmental charges or levies that are not yet due and payable, (B) relate to, were created, arose or exist in connection with any legal proceeding that is being contested in good faith, or (C) individually or in the aggregate would not materially interfere with the ability of Parent Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent or any and each of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Parent or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matterconduct their business as currently conducted.

Parent Capital Structure. The authorized capital stock of Parent consists of 200,000,000 (i) 100,000,000 shares of Parent Common Stock, of which 36,122,600 shares were outstanding as of the close of business on July 7, 2000par value $0.001 per share, and 1,000,000 (ii) 5,000,000 shares of Preferred Stock, par value $0.01 0.001 per share, of which 120 shares of Series B Convertible Stock were outstanding as . As of the close of business on July 7May 25, 2004, 53,428,439 shares of Parent Common Stock were issued and outstanding. As of May 25, 2004, 274 shares of Parent’s Series A Preferred Stock were issued or outstanding. As of May 25, 2004, (i) an aggregate of 6,200,000 shares of Parent Common Stock were reserved for issuance pursuant to Parent’s 2000 Equity Incentive Plan (the "“Parent Stock Option Plan”), under which options to purchase 5,562,876 shares were outstanding and 66,401 shares remained available for future grants, (ii) 500,000 shares of Parent Common Stock were reserved and available for issuance pursuant to a stock option grant made to Parent’s Chief Executive Officer outside of the Parent Stock Option Plan, (iii) 208,380 shares of Parent Common Stock were reserved and available for issuance pursuant to Parent’s 2000 Employee Stock Purchase Plan (the “Parent Purchase Plan”), (iv) 4,546,721 shares of Parent Common Stock were reserved and available for issuance pursuant to the conversion of or payments of dividends pursuant to the outstanding shares Table of Contents of Parent’s Series A Preferred Shares")Stock in accordance with the terms and conditions of the Series A Preferred Stock, and (v) 12,505,747 shares of Parent Common Stock were reserved and available for issuance pursuant to outstanding warrants. Except as set forth in the immediately preceding sentence, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All of the outstanding Parent Common Stock and Parent Preferred Shares shares of Parent’s capital stock have been duly authorized and validly issued and are validly issued, fully paid and nonassessable. Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, except that, as of July 7, 2000, there were 4,375,000 All shares of Parent Common Stock reserved for subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to the JFAX.Xxxwhich they are issuable, Xxc. 1997 Stock Option Plan (the "Parent Stock Plan") and an aggregate of 3,431,666 shares of Parent Common Stock reserved for issuance upon the conversion of the Parent Preferred Shares or upon the exercise of outstanding warrants. Each of the outstanding shares of capital stock of each of Parent's Subsidiaries is shall be duly authorized, validly issued, fully paid and nonassessable and owned by a direct or indirect wholly-owned subsidiary of Parent, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above or in the Parent Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Parent or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matternonassessable.

Parent Capital Structure. The authorized capital stock of the Parent on the date hereof consists of 200,000,000 56,250,000 shares of Parent Common Stock, of which 36,122,600 shares were outstanding as of the close of business on July 7, 2000, Stock and 1,000,000 750,000 shares of Preferred Stockpreferred stock, par value $0.01 per shareshare (“Parent Preferred Stock”), of which 120 shares of Series B Convertible Stock were outstanding as of the close of business on July 7, 2000 (the "Parent Preferred Shares"). All of the outstanding Parent Common Stock and Parent Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, except that, as of July 7, 2000, there were 4,375,000 a) 5,607,315 shares of Parent Common Stock reserved for issuance pursuant are issued and outstanding (before giving effect to the JFAX.Xxxissuances to be made at Closing), Xxc. 1997 Stock Option Plan and (the "Parent Stock Plan"b) and an aggregate of 3,431,666 22,500 shares of Parent Common Preferred Stock reserved for issuance upon are issued and outstanding (before giving effect to the conversion of the Parent Preferred Shares or upon the exercise of outstanding warrantsissuances to be made at Closing). Each of the outstanding No other shares of capital stock or other securities of each the Parent are issued, reserved for issuance or outstanding. All outstanding shares of Parent's Subsidiaries is the capital stock of the Parent are, and all such shares that may be issued prior to the Closing Date to the Company Shareholders hereunder will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and owned by a direct not subject to or indirect wholly-owned subsidiary of Parent, free and clear issued in violation of any lienpurchase option, pledgecall option, security interestright of first refusal, claim preemptive right, subscription right or any similar right under any provision of the DGCL, the Parent Constituent Instruments or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, promissory notes or other encumbranceindebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Parent Stock may vote (“Voting Parent Debt”). Except as set forth above or in the Parent Disclosure Letter, as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which the Parent is a party or any of its Subsidiaries by which it is bound (a) obligating the Parent to issue issue, deliver or sell, or cause to sell any be issued, delivered or sold, additional shares of capital stock or other securities of Parent equity interests in, or any of its Subsidiaries security convertible or any securities or obligations convertible exercisable for or exchangeable into or exercisable for(A) any capital stock of, or giving other equity interest in, the Parent or (B) any Person a Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to subscribe for receive any economic benefit or acquireright similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. Except as set forth in the Parent Disclosure letter, there are no agreements to which the Parent is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to preemptive rights, rights of first refusal, co-sale rights or “drag along” rights) of any securities of the Parent. All of the issued and outstanding shares of Parent or any of its SubsidiariesCommon Stock were issued in compliance with applicable federal and state securities laws. The stockholder list provided to the Company is a current stockholder list generated by the Parent’s stock transfer agent, and no securities or obligation evidencing such rights are authorized, list accurately reflects all of the issued or outstanding. Parent does not have and outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders shares of Parent on any matterCommon Stock as at the date of this Agreement.

Parent Capital Structure. (a) The authorized capital stock of Parent consists of 200,000,000 150,000,000 shares of Parent Common Stock, of which 36,122,600 shares were outstanding as of the close of business on July 7, 2000, and 1,000,000 10,000,000 shares of Preferred Stock, $.01 par value $0.01 per share(“Parent Preferred Stock”) and one share of Special Voting Stock. As of August 9, of which 120 2004, (i) 85,891,223 shares of Series B Convertible Stock were outstanding as of the close of business on July 7, 2000 (the "Parent Preferred Shares"). All of the outstanding Parent Common Stock were issued and Parent Preferred Shares have been duly authorized and outstanding, all of which are validly issued, fully paid and nonassessable. , (ii) no shares of Parent has Preferred Stock were issued and outstanding, (iii) no shares of Special Voting Stock were issued and outstanding and (iv) no shares of Parent Common Stock or and no shares of Parent Preferred Shares reserved for issuance, except that, as Stock were held in the treasury of July 7, 2000, there were 4,375,000 Parent or by Subsidiaries of Parent. The Parent Disclosure Letter shows the number of shares of Parent Common Stock reserved for future issuance pursuant to warrants, stock options and other stock awards, and restricted stock awards granted and outstanding as of August 9, 2004 under Parent’s Stock Award and Long Term Incentive Plan, the JFAX.Xxx, Xxc. 1997 Dreco Stock Option Plan and the IRI Stock Option Plan (collectively, the "“Parent Stock Plan") and an aggregate Plans”). Except for the issuance of 3,431,666 shares of Parent Common Stock reserved for issuance upon the conversion of in connection with the Parent Preferred Shares or upon Stock Plans (including the exercise of warrants, stock options or other stock awards thereunder), or except as set forth in the Parent Disclosure Letter, no change in such capitalization has occurred between August 9, 2004 and the date of this Agreement. All shares of Parent Common Stock subject to issuance as specified above are duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Parent Common Stock or the capital stock of any Subsidiary or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of obligations of Subsidiaries entered into in the ordinary course of business. Parent has not repurchased any outstanding warrantsshares of Parent Common Stock since July 3, 2004. Each All of the outstanding shares of capital stock of each of Parent's ’s Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors’ qualifying shares in the case of foreign Subsidiaries) are owned by a direct Parent or indirect wholly-owned subsidiary another Subsidiary of Parent, Parent free and clear of any lienall Liens, pledge, security interest, claim agreements or other encumbrance. Except as set forth above or in the Parent Disclosure Letter, there are no preemptive or other outstanding limitations on Parent’s voting rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Parent or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.