Common use of Parent Capitalization Clause in Contracts

Parent Capitalization. As of the date hereof, the authorized capital stock of Parent consists of (i) 45,020,000 shares of preferred stock, par value $.01 per share ("PARENT PREFERRED STOCK"), of which (w) 10,000 shares have been designated Series A Preferred Stock, par value $.01 per share ("PARENT SERIES A PREFERRED STOCK"), (x) 10,000 shares have been designated Series B Preferred Stock, par value $.01 per share ("PARENT SERIES B PREFERRED STOCK"), (y) 25,000,000 shares have been designated Series C Preferred Stock, par value $.01 per share ("PARENT SERIES C PREFERRED STOCK"), and (z) 3,000,000 shares have been designated Series D Junior Participating Preferred Stock, par value $.01 per share ("PARENT SERIES D PREFERRED STOCK") and (ii) (x) 250,000,000 shares of Class A Common Stock, par value $.01 per share ("PARENT CLASS A COMMON STOCK"), and (y) 65,000,000 shares of Class B Common Stock, par value $.01 per share ("PARENT CLASS B COMMON STOCK" and together with Parent Class A Common Stock, "PARENT COMMON STOCK"). It is understood and agreed by the Parties that on or prior to the Closing Date the certificate of incorporation of Parent may be amended to convert all outstanding shares of Parent Class B Common Stock into shares of Parent Class A Common Stock and to eliminate the Parent Class A Common Stock. As of the close of business on December 31, 1997, there were (i) no shares of Parent Series A Preferred Stock, no shares of Parent Series B Preferred Stock, 6,628,566 shares of Parent Series C Preferred Stock and no shares of Parent Series D Preferred Stock issued and outstanding; (ii) 95,587,010 shares of Parent Class A Common Stock and 1,393,867 shares of Parent Class B Common Stock issued and outstanding; (iii) 6,800,000 shares of Class A Common Stock held in the treasury of Parent; (iv) 5,391,311 shares of Parent Class A Common Stock reserved for issuance upon exercise of stock options of Parent outstanding or which may be granted pursuant to employee stock option and similar plans; and (v) 10,435,231 shares of Parent Class A Common Stock reserved for issuance upon the conversion of Parent Class B Common Stock and Parent Series C Preferred Stock. Except as described in the immediately preceding sentence and except for the preferred share purchase rights relating to the Parent Series D Preferred Stock, there are no securities of Parent or Holdco Sub (or their affiliates) currently outstanding that are convertible into or exercisable or exchangeable for shares of Parent Class A Common Stock. On the Closing Date, all outstanding shares of Parent's capital stock will be duly authorized, validly issued, fully paid and non-assessable.

Parent Capitalization. As of the date hereof, the The authorized capital stock of Parent consists of 100,000,000 shares of common stock, par value $.0001 per share (i) 45,020,000 the “Parent Common Stock”), 15,000,000 shares of preferred stock, par value $.01 per share ("PARENT PREFERRED STOCK"), 5,000,000 of which (w) 10,000 shares have been designated Series A Preferred Stock (the “Parent Series A Preferred Stock, par value $.01 per share ("PARENT SERIES A PREFERRED STOCK"”), (x) 10,000 shares 5,000,000 of which have been designated Series B Preferred Stock (the “Parent Series B Preferred Stock, par value $.01 per share ("PARENT SERIES B PREFERRED STOCK"”), (y) 25,000,000 shares 1,000 of which have been designated Series C Preferred Stock (the “Parent Series C Preferred Stock, par value $.01 per share ("PARENT SERIES C PREFERRED STOCK"”), and (z) 3,000,000 shares 2,000,000 of which have been designated Series D Junior Participating Preferred Stock (the “Parent Series D Preferred Stock, par value $.01 per share ("PARENT SERIES D PREFERRED STOCK"”) and 500,000 of which have been designated Series E Preferred Stock (ii) (x) 250,000,000 shares of Class A Common the “Parent Series E Preferred Stock, par value $.01 per share ("PARENT CLASS A COMMON STOCK"), and (y) 65,000,000 shares of Class B Common Stock, par value $.01 per share ("PARENT CLASS B COMMON STOCK" and together with Parent Class A Common Stock, "PARENT COMMON STOCK"”). It is understood and agreed by the Parties that on or prior to the Closing Date the certificate of incorporation of Parent may be amended to convert all outstanding 10,500,000 shares of Parent Class B Common Stock into are reserved for issuance pursuant to the terms of Parent’s Long-Term Incentive Plan, of which options and other awards to purchase 8,247,055 shares of Parent Class A Common Stock have been granted, of which 6,275,555 are currently outstanding (including the New Options issued in accordance with Section 1.3(a) herein); 57,158,682 shares of Parent Common Stock are issued and to eliminate the Parent Class A Common Stock. As of the close of business on December 31, 1997, there were (i) no outstanding; 97,663 shares of Parent Series A Preferred Stock, no Stock are issued and outstanding and 65,784 shares of Parent Series B Preferred StockStock are issued and outstanding, 6,628,566 all of which shares are subject to a mandatory, irrevocable cash redemption notice issued by Parent prior to the Closing providing for the automatic redemption of all such shares no later than February 13, 2012, and no further action of any kind on the part of Parent, the holders of Parent Series A Preferred Stock or the holders of Parent Series B Preferred Stock or otherwise is required in order to effect such redemption in full by such date; no shares of Parent Series C Preferred Stock are issued and no outstanding, 3,300 shares of Parent Series D Preferred Stock are issued and outstanding immediately prior to the Closing, at the Closing all outstanding Parent Series D Preferred Stock shall have converted into an aggregate of 7,460,350 shares of Parent Common Stock and at the Closing no Parent Series D Preferred Stock shall be issued and outstanding (the “Parent Series D Conversion”). Immediately following the Closing, 135,398.16 shares of Parent Series E Preferred Stock shall be issued and outstanding; (ii) 95,587,010 , all of which shall be issued to the Selling Equity Holder. 12,622,827 shares of Parent Class A Common Stock are subject to and 1,393,867 shares of Parent Class B Common Stock issued and outstanding; (iii) 6,800,000 shares of Class A Common Stock held in the treasury of Parent; (iv) 5,391,311 shares of Parent Class A Common Stock reserved for issuance upon exercise of stock options of Parent outstanding or which may be granted pursuant to employee stock option and similar plans; and (v) 10,435,231 shares of Parent Class A Common Stock reserved for issuance upon the conversion exercise of Parent Class B Common Stock outstanding warrants. Listed and Parent Series C Preferred Stock. Except as described in the immediately preceding sentence on Schedule 8.3 are all of Parent’s issued and except for the preferred share purchase rights relating to the Parent Series D Preferred Stockoutstanding capital stock, there are no all options, warrants, convertible notes and other securities of Parent or Holdco Sub (or their affiliates) currently outstanding any kind that are convertible into or exercisable for capital stock of Parent and all other rights (including conversion or exchangeable for preemptive rights and rights of first refusal which have not been duly waived), proxy or stockholder agreements or other agreements, arrangements or commitments of any character to acquire securities of the Parent or otherwise relating to the capital stock of Parent or obligating Parent to issue or sell any shares of capital stock of, or any other equity interest in, Parent. Except as set forth above or on Schedule 8.3, there are no outstanding or authorized options, warrants, convertible notes or other convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of Parent Class A Common Stock. On the Closing Date, all outstanding or obligating Parent to issue or sell any shares of Parent's capital stock will be duly authorizedof, validly issuedor any other equity interest in, fully paid and non-assessableParent.

Parent Capitalization. (a) As of immediately prior to the date hereofEffective Time, but prior to giving effect to the issuance of the Merger Consideration, the authorized capital stock of the Parent consists of 250,000,000 shares of common stock, $0.001 par value per share, of which 2,155,798 shares are issued and outstanding (i) 45,020,000 such shares, collectively, “Parent Common Stock”), and 10,000,000 shares of preferred stock, $0.001 par value $.01 per share ("PARENT PREFERRED STOCK"such shares, collectively, “Parent Preferred Stock”), of which (wi) 10,000 2,000 shares have been are designated as Series A Convertible Preferred Stock, par value $.01 per share ("PARENT SERIES A PREFERRED STOCK"), (x) 10,000 shares have been designated Series B Preferred Stock, par value $.01 per share ("PARENT SERIES B PREFERRED STOCK"), (y) 25,000,000 shares have been designated Series C Preferred Stock, par value $.01 per share ("PARENT SERIES C PREFERRED STOCK"), and (z) 3,000,000 shares have been designated Series D Junior Participating Preferred Stock, par value $.01 per share ("PARENT SERIES D PREFERRED STOCK") and (ii) (x) 250,000,000 shares of Class A Common Stock, par value $.01 per share ("PARENT CLASS A COMMON STOCK"), and (y) 65,000,000 shares of Class B Common Stock, par value $.01 per share ("PARENT CLASS B COMMON STOCK" and together with Parent Class A Common Stock, "PARENT COMMON STOCK"). It is understood and agreed by the Parties that on or prior to the Closing Date the certificate of incorporation of Parent may be amended to convert all outstanding shares of Parent Class B Common Stock into shares of Parent Class A Common Stock and to eliminate the Parent Class A Common Stock. As of the close of business on December 31, 1997, there were (i) which no shares of Parent Series A Preferred Stock, no shares of Parent Series B Preferred Stock, 6,628,566 shares of Parent Series C Preferred Stock and no shares of Parent Series D Preferred Stock are issued and outstanding; (ii) 95,587,010 600,000 shares are designated as Series B Redeemable Convertible Preferred Stock, of Parent Class A Common Stock and 1,393,867 which no shares of Parent Class B Common Stock are issued and outstanding; (iii) 6,800,000 5,000 shares are designated as Series C Redeemable Convertible Preferred Stock of Class A Common Stock held in the treasury of Parentwhich 2,305 are issued and outstanding; (iv) 5,391,311 shares of Parent Class A Common Stock reserved for issuance upon exercise of stock options of Parent outstanding or which may be granted pursuant to employee stock option and similar plans; and (v) 10,435,231 shares of Parent Class A Common Stock reserved for issuance upon the conversion of Parent Class B Common Stock and Parent Series C Preferred Stock. Except 50,000 are designated as described in the immediately preceding sentence and except for the preferred share purchase rights relating to the Parent Series D Preferred Stock, there of which no shares are issued and outstanding; (v) 1,000,000 are designated as Series E Preferred Stock, of which no securities shares are issued and outstanding; and (vi) 16,750 are designated as Series F Preferred Stock, of which no shares are issued and outstanding. As was ratified by the Board of Directors of Parent or Holdco Sub (or their affiliates) currently outstanding that are convertible into or exercisable or exchangeable for on July 2, 2019, all of the shares of Parent Class A Common Stock. On the Closing DateStock and Parent Preferred Stock which have been issued, all outstanding shares of Parent's capital stock will be have been duly authorized, validly issued, fully paid paid, nonassessable and nonfree of all preemptive, anti-assessable.dilution and similar rights and have been issued in accordance with applicable laws, including, but not limited to, the Securities Act. Agreement and Plan of Merger

Parent Capitalization. As of the date hereof, the authorized capital stock of Parent consists of (i) 45,020,000 shares of preferred stock, par value $.01 per share ("PARENT PREFERRED STOCK"( Parent Preferred Stock ), of which (w) 10,000 shares have been designated Series A Preferred Stock, par value $.01 per share ("PARENT SERIES ( Parent Series A PREFERRED STOCK"Preferred Stock ), (x) 10,000 shares have been designated Series B Preferred Stock, par value $.01 per share ("PARENT SERIES ( Parent Series B PREFERRED STOCK"Preferred Stock ), (y) 25,000,000 shares have been designated Series C Preferred Stock, par value $.01 per share ("PARENT SERIES ( Parent Series C PREFERRED STOCK"Preferred Stock ), and (z) 3,000,000 shares have been designated Series D Junior Participating Preferred Stock, par value $.01 per share ("PARENT SERIES ( Parent Series D PREFERRED STOCK"Preferred Stock ) and (ii) (x) 250,000,000 shares of Class A Common Stock, par value $.01 per share ("PARENT CLASS ( Parent Class A COMMON STOCK"Common Stock ), and (y) 65,000,000 shares of Class B Common Stock, par value $.01 per share ("PARENT CLASS ( Parent Class B COMMON STOCK" Common Stock and together with Parent Class A Common Stock, "PARENT COMMON STOCK"Parent Common Stock ). It is understood and agreed by the Parties that on or prior to the Closing Date the certificate of incorporation of Parent may be amended to convert all outstanding shares of Parent Class B Common Stock into shares of Parent Class A Common Stock and to eliminate the Parent Class A Common Stock. As of the close of business on December 31, 1997, there were (i) no shares of Parent Series A Preferred Stock, no shares of Parent Series B Preferred Stock, 6,628,566 shares of Parent Series C Preferred Stock and no shares of Parent Series D Preferred Stock issued and outstanding; (ii) 95,587,010 shares of Parent Class A Common Stock and 1,393,867 shares of Parent Class B Common Stock issued and outstanding; (iii) 6,800,000 shares of Class A Common Stock held in the treasury of Parent; (iv) 5,391,311 shares of Parent Class A Common Stock reserved for issuance upon exercise of stock options of Parent outstanding or which may be granted pursuant to employee stock option and similar plans; and (v) 10,435,231 shares of Parent Class A Common Stock reserved for issuance upon the conversion of Parent Class B Common Stock and Parent Series C Preferred Stock. Except as described in the immediately preceding sentence and except for the preferred share purchase rights relating to the Parent Series D Preferred Stock, there are no securities of Parent or Holdco Sub (or their affiliates) currently outstanding that are convertible into or exercisable or exchangeable for shares of Parent Class A Common Stock. On the Closing Date, all outstanding shares of Parent's capital stock will be duly authorized, validly issued, fully paid and non-assessable.

Parent Capitalization. As of the date hereof, the authorized capital stock of Parent consists of (i) 45,020,000 Immediately prior to the Closing and without giving effect to the transaction contemplated hereby the Parent will have a total authorized capitalization consisting of: 600,000,000 shares of preferred common stock, par value $.01 per share .001 ("PARENT PREFERRED STOCK"), the Common Stock) of which (wa) 10,000 16,145,918 shares have been designated Series A Preferred Stock, par value $.01 per share ("PARENT SERIES A PREFERRED STOCK"), (x) 10,000 shares have been designated Series B Preferred Stock, par value $.01 per share ("PARENT SERIES B PREFERRED STOCK"), (y) 25,000,000 shares have been designated Series C Preferred Stock, par value $.01 per share ("PARENT SERIES C PREFERRED STOCK"), and (z) 3,000,000 shares have been designated Series D Junior Participating Preferred Stock, par value $.01 per share ("PARENT SERIES D PREFERRED STOCK") and (ii) (x) 250,000,000 shares of Class A Common Stock, par value $.01 per share ("PARENT CLASS A COMMON STOCK"), and (y) 65,000,000 shares of Class B Common Stock, par value $.01 per share ("PARENT CLASS B COMMON STOCK" and together with Parent Class A Common Stock, "PARENT COMMON STOCK"). It is understood and agreed by the Parties that on or prior to the Closing Date the certificate of incorporation of Parent may be amended to convert all outstanding shares of Parent Class B Common Stock into shares of Parent Class A Common Stock and to eliminate the Parent Class A Common Stock. As of the close of business on December 31, 1997, there were (i) no shares of Parent Series A Preferred Stock, no shares of Parent Series B Preferred Stock, 6,628,566 shares of Parent Series C Preferred Stock and no shares of Parent Series D Preferred Stock are issued and outstanding; , (iib) 95,587,010 1,432,872 shares of Parent Class A Common Stock and 1,393,867 shares of Parent Class B Common Stock issued and outstanding; (iii) 6,800,000 shares of Class A Common Stock held in the treasury of Parent; (iv) 5,391,311 shares of Parent Class A Common Stock remain reserved for issuance upon exercise of stock options of Parent outstanding or which may be granted pursuant to employee stock purchase, stock grant or stock option and similar plans; and arrangements for employees, directors or consultants of the Parent, (vc) 10,435,231 155,809 shares remain reserved for issuance to holders of shares of Parent Class A Common Stock the common stock of Allied Riser, (d) 21,329 remain reserved for issuance upon the conversion of Allied Riser convertible notes, (e) 103,777 shares remain reserved for issuance pursuant to warrants granted in connection with certain agreements between Allied Riser and certain landlords relating to building access rights, (f) 68,199,901 shares are reserved for issuance upon conversion of the Series F Participating Convertible Preferred Stock of Parent Class B Common Stock and Parent (the Series C F Preferred Stock), (g) 254,947,501 shares are reserved for issuance upon conversion of the Series G Participating Convertible Preferred Stock of Parent (the Series G Preferred Stock), (h) 61,541,611 shares are reserved for issuance upon conversion of the Series H Participating Convertible Preferred Stock of Parent (the Series H Preferred Stock), (i) 15,962,585 shares are reserved for issuance upon conversion of the Series I Participating Convertible Preferred Stock of Parent (the Series I Preferred Stock), (j) 120,605,177 shares are reserved for issuance upon conversion of the Series J Participating Convertible Preferred Stock of Parent (the Series J Preferred Stock), and (k) 16,119,033 shares are reserved for issuance upon conversion of the Series K Participating Convertible Preferred Stock of Parent (the Series K Preferred Stock). Except as described in 170,000 shares of the immediately preceding sentence and except for Parent's preferred stock, $.001 par value per share (the preferred share purchase rights relating to the Parent Series D Preferred Stock), of which (a) 24,478 shares are authorized but unissued Preferred Stock, there (b) 11,000 shares are no securities of Parent or Holdco Sub (or their affiliates) currently outstanding that are convertible into or exercisable or exchangeable for shares of Parent Class A Common designated as Series F Preferred Stock. On the Closing Date, all of which are issued and outstanding, (c) 41,030 shares are designated as Series G Preferred Stock, all of which are issued and outstanding, (d) 84,001 shares are designated as Series H Preferred Stock, of which 47,308 shares are issued and outstanding and, (e) 3,000 shares are designated as Series I Preferred Stock, of Parent's capital stock will be duly authorizedwhich 2,575 shares are issued and outstanding, validly issued(f) 3,891 shares are designated as Series J Preferred Stock, fully paid of which 3,891 shares are issued and non-assessableoutstanding and (g) 2,600 shares are designated Series K Preferred Stock, of which 2,600 shares are issued and outstanding.

Parent Capitalization. As of the date hereof, the authorized capital stock of Parent consists of (i) 45,020,000 Immediately prior to the Closing and without giving effect to the transaction contemplated hereby the Parent will have a total authorized capitalization consisting of: 600,000,000 shares of preferred common stock, par value $.01 per share .001 ("PARENT PREFERRED STOCK"), the Common Stock) of which (wa) 10,000 16,145,918 shares have been designated Series A Preferred Stock, par value $.01 per share ("PARENT SERIES A PREFERRED STOCK"), (x) 10,000 shares have been designated Series B Preferred Stock, par value $.01 per share ("PARENT SERIES B PREFERRED STOCK"), (y) 25,000,000 shares have been designated Series C Preferred Stock, par value $.01 per share ("PARENT SERIES C PREFERRED STOCK"), and (z) 3,000,000 shares have been designated Series D Junior Participating Preferred Stock, par value $.01 per share ("PARENT SERIES D PREFERRED STOCK") and (ii) (x) 250,000,000 shares of Class A Common Stock, par value $.01 per share ("PARENT CLASS A COMMON STOCK"), and (y) 65,000,000 shares of Class B Common Stock, par value $.01 per share ("PARENT CLASS B COMMON STOCK" and together with Parent Class A Common Stock, "PARENT COMMON STOCK"). It is understood and agreed by the Parties that on or prior to the Closing Date the certificate of incorporation of Parent may be amended to convert all outstanding shares of Parent Class B Common Stock into shares of Parent Class A Common Stock and to eliminate the Parent Class A Common Stock. As of the close of business on December 31, 1997, there were (i) no shares of Parent Series A Preferred Stock, no shares of Parent Series B Preferred Stock, 6,628,566 shares of Parent Series C Preferred Stock and no shares of Parent Series D Preferred Stock are issued and outstanding; , (iib) 95,587,010 1,432,872 shares of Parent Class A Common Stock and 1,393,867 shares of Parent Class B Common Stock issued and outstanding; (iii) 6,800,000 shares of Class A Common Stock held in the treasury of Parent; (iv) 5,391,311 shares of Parent Class A Common Stock remain reserved for issuance upon exercise of stock options of Parent outstanding or which may be granted pursuant to employee stock purchase, stock grant or stock option and similar plans; and arrangements for employees, directors or consultants of the Parent, (vc) 10,435,231 155,809 shares remain reserved for issuance to holders of shares of Parent Class A Common Stock the common stock of Allied Riser, (d) 21,329 remain reserved for issuance upon the conversion of Allied Riser convertible notes, (e) 103,777 shares remain reserved for issuance pursuant to warrants granted in connection with certain agreements between Allied Riser and certain landlords relating to building access rights, (f) 68,199,901 shares are reserved for issuance upon conversion of the Series F Participating Convertible Preferred Stock of Parent Class B Common Stock and Parent (the Series C F Preferred Stock), (g) 254,947,501 shares are reserved for issuance upon conversion of the Series G Participating Convertible Preferred Stock of Parent (the Series G Preferred Stock), (h) 61,541,611 shares are reserved for issuance upon conversion of the Series H Participating Convertible Preferred Stock of Parent (the Series H Preferred Stock), (i) 15,962,585 shares are reserved for issuance upon conversion of the Series I Participating Convertible Preferred Stock of Parent (the Series I Preferred Stock), (j) 120,605,177 shares are reserved for issuance upon conversion of the Series J Participating Convertible Preferred Stock of Parent (the Series J Preferred Stock), and (k) 16,119,033 shares are reserved for issuance upon conversion of the Series K Participating Convertible Preferred Stock of Parent (the Series K Preferred Stock). Except as described in 170,000 shares of the immediately preceding sentence and except for Parent’s preferred stock, $.001 par value per share (the preferred share purchase rights relating to the Parent Series D Preferred Stock), of which (a) 24,478 shares are authorized but unissued Preferred Stock, there (b) 11,000 shares are no securities of Parent or Holdco Sub (or their affiliates) currently outstanding that are convertible into or exercisable or exchangeable for shares of Parent Class A Common designated as Series F Preferred Stock. On the Closing Date, all of which are issued and outstanding, (c) 41,030 shares are designated as Series G Preferred Stock, all of which are issued and outstanding, (d) 84,001 shares are designated as Series H Preferred Stock, of which 47,308 shares are issued and outstanding and, (e) 3,000 shares are designated as Series I Preferred Stock, of Parent's capital stock will be duly authorizedwhich 2,575 shares are issued and outstanding, validly issued(f) 3,891 shares are designated as Series J Preferred Stock, fully paid of which 3,891 shares are issued and non-assessableoutstanding and (g) 2,600 shares are designated Series K Preferred Stock, of which 2,600 shares are issued and outstanding.