Common use of Parent Capital Structure Clause in Contracts

Parent Capital Structure. (a) The authorized capital stock of Parent consists of 50,000,000 shares of Common Stock, $0.01 par value ("PARENT COMMON STOCK") and 6,405,884 shares of Preferred Stock, $0.01 par value ("PARENT PREFERRED STOCK"). As of November 30, 1999: (i) 18,980,324 shares of Parent Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) no shares of Parent Common Stock were held in the treasury of Parent; (iii) no shares of Parent Preferred Stock were outstanding; (vi) options to purchase 3,119,610 shares of Parent Common Stock were outstanding under the Parent's 1995 and 1997 Stock Option Plans and options to purchase 350,057 shares of Parent Common Stock were outstanding under the 1996 and 1998 Stock Option Plan of a subsidiary of Parent and 1,419,892 additional shares were available for grant under the Parent 1995 and 1997 Stock Option Plans; (v) 250,000 shares of Parent Common Stock were reserved for issuance under Parent's 1998 Employee Stock Purchase Plan, of which 215,809 shares remain available for grant thereunder; and (iv) 150,000 shares of Parent Common Stock were reserved for issuance pursuant to Parent's 401(k) plan, none of which were outstanding. All shares of Parent Common Stock subject to issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights or rights of first refusal created by statute, the charter documents of Parent or MergerSub or any agreement to which Parent or MergerSub is a party or by which it is bound. All of the outstanding shares of capital stock of MergerSub are duly authorized, validly issued, fully paid and nonassessable, and all such shares are owned by Parent free and clear of all security interests, liens, claims, pledges, agreements, limitations on Parent's voting rights, charges or other encumbrances of any nature.

Parent Capital Structure. (a) The authorized capital stock of Parent consists of 50,000,000 5,000,000,000 shares of Parent Common StockStock and 10,000,000 shares of preferred stock, $0.01 par value ("PARENT COMMON STOCK") and 6,405,884 shares of Preferred Stock, $0.01 par value 0.001 per share ("PARENT PREFERRED STOCK"), 2,000,000 of which shares have been designated Series A Junior Participating Preferred Stock, all of which will be reserved for issuance upon the exercise of preferred stock purchase rights (the "PARENT RIGHTS") issuable pursuant to the Rights Agreement between Parent and Equiserve Trust Company, N.A., dated as of March 15, 2001 (the "PARENT RIGHTS AGREEMENT"). As At the close of November 30business on July 11, 1999: 2003, (i) 18,980,324 608,331,741 shares of Parent Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) no 16,458,620 shares of Parent Common Stock were held by Parent in the its treasury of Parent; and (iii) no shares of Parent Preferred Stock were issued or outstanding; . As of July 11, 2003, (vii) options to purchase 3,119,610 Parent had reserved an aggregate of 326,885,729 shares of Parent Common Stock were outstanding under the for issuance pursuant to its option plans (excluding Parent's 1995 employee stock purchase plans) and 1997 Stock Option Plans and (ii) at the close of business on July 11, 2003, there were (x) outstanding options to purchase 350,057 an aggregate of 116,680,063 shares of Parent Common Stock were outstanding (excluding rights to purchase Parent Common Stock under the 1996 Parent's employee stock purchase plans) and 1998 Stock Option Plan of a subsidiary of Parent and 1,419,892 additional shares were available for grant under the Parent 1995 and 1997 Stock Option Plans; (vy) 250,000 7,600,000 shares of Parent Common Stock were reserved for issuance under Parent's 1998 Employee Stock Purchase Plan, of which 215,809 shares remain available for grant thereunder; and (iv) 150,000 employee stock purchase plans. All outstanding shares of Parent Common Stock were reserved for issuance pursuant to Parent's 401(k) planare, none of which were outstanding. All and all shares of Parent Common Stock subject which may be issued pursuant to issuance as specified abovethis Agreement will be, upon issuance on when issued in accordance with the terms and conditions specified in the instruments pursuant to which they are issuablehereof, will be duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights or rights of first refusal created by statute, the charter documents Certificate of Incorporation or Bylaws of Parent or MergerSub or any agreement or document to which Parent or MergerSub is a party or by which it or its assets is bound. All Except as disclosed in Parent SEC Reports filed prior to the date hereof, there is no holder or group of holders that beneficially owns greater than 1% of the shares of Parent Common Stock outstanding (including for this purpose any shares convertible into Parent Common Stock on a fully diluted as converted basis, whether or not vested) who have registration rights with respect to any such securities. Except as otherwise set forth in this Section 3.3, there are no equity securities of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities issued, reserved for issuance or outstanding other than such equity securities that do not, in the aggregate, represent in excess of 2% of outstanding shares of capital stock of MergerSub are duly authorizedParent Common Stock, validly issued, on a fully paid and nonassessable, and all such shares are owned by Parent free and clear of all security interests, liens, claims, pledges, agreements, limitations on Parent's voting rights, charges or other encumbrances of any naturediluted as converted basis.

Parent Capital Structure. (a) The authorized capital stock of Parent consists of 50,000,000 5,000,000,000 shares of Parent Common StockStock and 10,000,000 shares of preferred stock, $0.01 par value $0.001 per share ("PARENT COMMON STOCKParent Preferred Stock") and 6,405,884 ), 2,000,000 of which shares of have been designated Series A Junior Participating Preferred Stock, $0.01 par value all of which will be reserved for issuance upon the exercise of preferred stock purchase rights (the "PARENT PREFERRED STOCKParent Rights") issuable pursuant to the Rights Agreement between Parent and Equiserve Trust Company, N.A., dated as of March 15, 2001 (the "Parent Rights Agreement"). As At the close of November 30business on July 11, 1999: 2003, (i) 18,980,324 608,331,741 shares of Parent Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) no 16,458,620 shares of Parent Common Stock were held by Parent in the its treasury of Parent; and (iii) no shares of Parent Preferred Stock were issued or outstanding; . As of July 11, 2003, (vii) options to purchase 3,119,610 Parent had reserved an aggregate of 326,885,729 shares of Parent Common Stock were outstanding under the for issuance pursuant to its option plans (excluding Parent's 1995 employee stock purchase plans) and 1997 Stock Option Plans and (ii) at the close of business on July 11, 2003, there were (x) outstanding options to purchase 350,057 an aggregate of 116,680,063 shares of Parent Common Stock were outstanding (excluding rights to purchase Parent Common Stock under the 1996 Parent's employee stock purchase plans) and 1998 Stock Option Plan of a subsidiary of Parent and 1,419,892 additional shares were available for grant under the Parent 1995 and 1997 Stock Option Plans; (vy) 250,000 7,600,000 shares of Parent Common Stock were reserved for issuance under Parent's 1998 Employee Stock Purchase Plan, of which 215,809 shares remain available for grant thereunder; and (iv) 150,000 employee stock purchase plans. All outstanding shares of Parent Common Stock were reserved for issuance pursuant to Parent's 401(k) planare, none of which were outstanding. All and all shares of Parent Common Stock subject which may be issued pursuant to issuance as specified abovethis Agreement will be, upon issuance on when issued in accordance with the terms and conditions specified in the instruments pursuant to which they are issuablehereof, will be duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights or rights of first refusal created by statute, the charter documents Certificate of Incorporation or Bylaws of Parent or MergerSub or any agreement or document to which Parent or MergerSub is a party or by which it or its assets is bound. All Except as disclosed in Parent SEC Reports filed prior to the date hereof, there is no holder or group of holders that beneficially owns greater than 1% of the shares of Parent Common Stock outstanding (including for this purpose any shares convertible into Parent Common Stock on a fully diluted as converted basis, whether or not vested) who have registration rights with respect to any such securities. Except as otherwise set forth in this Section 3.3, there are no equity securities of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities issued, reserved for issuance or outstanding other than such equity securities that do not, in the aggregate, represent in excess of 2% of outstanding shares of capital stock of MergerSub are duly authorizedParent Common Stock, validly issued, on a fully paid and nonassessable, and all such shares are owned by Parent free and clear of all security interests, liens, claims, pledges, agreements, limitations on Parent's voting rights, charges or other encumbrances of any naturediluted as converted basis.

Parent Capital Structure. (a) The authorized capital stock of Parent consists of 50,000,000 of: (A) 280,000,000 shares of Parent Common Stock, $0.01 par value $0.001 per share and (B) 40,000,000 shares of preferred stock, par value $0.001 per share, of which (x) 100,000 shares have been designated as Series A Preferred Stock (the "PARENT COMMON SERIES A PREFERRED STOCK"), all of which will be reserved for issuance upon exercise of preferred stock purchase rights issuable pursuant to the Preferred Shares Rights Agreement dated as of October 23, 1996, as amended and restated as of March 15, 2004 by and between Parent and U.S. Stock Transfer Corporation, a true and complete copy of which is filed as EXHIBIT 1 to Parent's Registration Statement on Form 8 A filed with the SEC on March 19, 2004 and as amended as of May 5, 2005 by and between Parent and U.S. Stock Transfer Corporation, a true and complete copy of which is filed as EXHIBIT 4.8 to Parent's Current Report on Form 8-K filed with the SEC on May 10, 2005 and (y) and 6,405,884 15,000,000 shares of have been designated as Series B Preferred Stock, $0.01 par value Stock (the "PARENT SERIES B PREFERRED STOCK"). As At the close of November 30business on January 31, 19992007: (i) 18,980,324 172,555,084 shares of Parent Common Stock were issued and outstanding, all excluding shares of which are validly issuedParent Common Stock held by Parent in its treasury, fully paid and nonassessable; (ii) no 3,032,662 shares of Parent Common Stock were issued and held by Parent in the treasury of Parent; its treasury, (iii) no shares of Parent Preferred Stock were outstanding; (vi) options to purchase 3,119,610 shares of Parent Common Stock were outstanding under the Parent's 1995 and 1997 Stock Option Plans and options to purchase 350,057 shares of Parent Common Stock were outstanding under the 1996 and 1998 Stock Option Plan of a subsidiary of Parent and 1,419,892 additional shares were available for grant under the Parent 1995 and 1997 Stock Option Plans; (v) 250,000 not more than 20,310,336 shares of Parent Common Stock were reserved for issuance under Parent's 1998 Employee upon exercise of outstanding employee and director stock options to purchase shares of Parent Common Stock Purchase Plan, of which 215,809 shares remain available for grant thereunder; and (iv) 150,000 not more than 4,248,994 shares of Parent Common Stock were reserved for issuance pursuant upon vesting of outstanding employee and director restricted stock units to Parent's 401(kpurchase shares of Parent Common Stock. As of the date hereof: (i) plan, none 3,562,238 shares of which Parent Series B Preferred Stock were outstanding. All issued and outstanding and (ii) not more than 8,060,339 shares of Parent Common Stock subject were reserved for issuance upon exercise of outstanding warrants to issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights or rights of first refusal created by statute, the charter documents purchase shares of Parent Common Stock. No shares of Parent Common Stock are owned or MergerSub or held by any agreement to which Parent or MergerSub is a party or by which it is boundsubsidiary of Parent. All of the outstanding shares of capital stock of MergerSub are Parent are, and all shares of capital stock of Parent which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized, authorized and validly issued, fully paid and nonassessablenonassessable and not subject to any preemptive rights. There are no declared or accrued but unpaid dividends with respect to any shares of capital stock of Parent. Since the close of business on January 31, 2007, Parent has, in the ordinary course of business pursuant to equity compensation plans of Parent, issued shares of Parent Common Stock, incentive stock options, and all such shares are owned by other securities, which issuances, individually or in the aggregate, have not had and would not reasonably be expected have a Parent free and clear of all security interests, liens, claims, pledges, agreements, limitations on Parent's voting rights, charges or other encumbrances of any nature.Material Adverse Effect

Parent Capital Structure. (a) The authorized capital stock of Parent consists of 50,000,000 of: (A) 560,000,000 shares of Parent Common Stock, $0.01 par value $0.001 per share and ("PARENT COMMON STOCK"B) and 6,405,884 40,000,000 shares of preferred stock, par value $0.001 per share, of which (x) 100,000 shares have been designated as Series A Preferred Stock (the “Parent Series A Preferred Stock”), $0.01 par value all of which will be reserved for issuance upon exercise of preferred stock purchase rights issuable pursuant to the Preferred Shares Rights Agreement dated as of October 23, 1996, as amended and restated as of March 15, 2004 by and between Parent and U.S. Stock Transfer Corporation, a true and complete copy of which is filed as Exhibit 1 to Parent’s Registration Statement on Form 8 A filed with the SEC on March 19, 2004 and as amended as of May 5, 2005 by and between Parent and U.S. Stock Transfer Corporation, a true and complete copy of which is filed as Exhibit 4.8 to Parent’s Current Report on Form 8-K filed with the SEC on May 10, 2005 and ("PARENT PREFERRED STOCK"y) 15,000,000 shares have been designated as Series B Preferred Stock (the “Parent Series B Preferred Stock”). As At the close of November 30business on March 31, 19992008: (i) 18,980,324 210,445,795 shares of Parent Common Stock were issued and outstanding, all excluding shares of which are validly issuedParent Common Stock held by Parent in its treasury, fully paid and nonassessable; (ii) no 3,222,319 shares of Parent Common Stock were issued and held by Parent in the treasury of Parent; its treasury, (iii) no 3,562,238 shares of Parent Series B Preferred Stock were outstanding; issued and outstanding and (viiv) options to purchase 3,119,610 shares of Parent Common Stock were outstanding under the Parent's 1995 and 1997 Stock Option Plans and options to purchase 350,057 shares of Parent Common Stock were outstanding under the 1996 and 1998 Stock Option Plan of a subsidiary of Parent and 1,419,892 additional shares were available for grant under the Parent 1995 and 1997 Stock Option Plans; (v) 250,000 not more than 16,285,299 shares of Parent Common Stock were reserved for issuance under Parent's 1998 Employee Stock Purchase Plan, upon exercise of which 215,809 outstanding employee and director stock options to purchase shares remain available for grant thereunder; and (iv) 150,000 of Parent Common Stock. No shares of Parent Common Stock were reserved for issuance pursuant to are owned or held by any Subsidiary of Parent's 401(k) plan, none of which were outstanding. All shares of Parent Common Stock subject to issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights or rights of first refusal created by statute, the charter documents of Parent or MergerSub or any agreement to which Parent or MergerSub is a party or by which it is bound. All of the outstanding shares of capital stock of MergerSub are Parent are, and all shares of capital stock of Parent which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized, authorized and validly issued, fully paid and nonassessablenonassessable and not subject to any preemptive rights. As of the date of the Agreement, and all such there are no declared or accrued but unpaid dividends with respect to any shares are owned by Parent free and clear of all security interests, liens, claims, pledges, agreements, limitations on capital stock of Parent's voting rights, charges or other encumbrances of any nature.