Common use of Securities of the Company Clause in Contracts

Securities of the Company. The authorized Capital Stock of the Company consists of 100,000,000 shares of Common Stock, 179 shares of Class B Common Stock and 30,000,000 shares of preferred stock; as of May 31, 2001, 25,034,993 shares of Common Stock, 117.7 shares of Class B Common Stock and no shares of preferred stock were outstanding and 5,275,299 shares of Common Stock were reserved for issuance upon exercise of outstanding convertible securities, warrants or options or pursuant to the Company's 1988 Stock Option Plan, the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Plan. Except as set forth in the SEC Reports, the Company has no other authorized, issued or outstanding equity securities or securities containing any equity features, or any other securities convertible into, exchangeable for or entitling any person to otherwise acquire any other securities of the Company containing any equity features. The Company has no stock option, incentive or similar plan other than the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Plan. All of the outstanding shares of Capital Stock of the Company have been duly and validly authorized and issued, and are fully paid and nonassessable. The Common Shares (in an amount up to the Maximum Share Amount) have been duly and validly authorized and have been duly reserved, and will remain available for issuance, pursuant to this Agreement. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever. Except as set forth in this Section 3.02 or the SEC Reports, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company. The issuance of the Common Shares pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar limitation. Except as otherwise required by law, there are no restrictions upon the voting or transfer of any shares of the Company's Common Stock pursuant to the Company's Certificate of Incorporation or bylaws. Except as provided herein or in the other Transaction Documents, there are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock except for the Company's obligation to exchange "non-lapse" restricted shares issued under its 1990 Incentive Compensation and Company Stock Purchase Plan.

Securities of the Company. The authorized Capital Stock of the Company consists of 100,000,000 1,200,000,000 shares of Common Stockcommon stock, 179 par value $0.001, and as of January 23, 2008, there were 116,934,544 shares of Class B Common Stock our common stock issued and 30,000,000 shares outstanding, held by stockholders of preferred stock; as of May 31, 2001, 25,034,993 shares of Common Stock, 117.7 shares of Class B Common Stock and no shares of preferred stock were outstanding and 5,275,299 shares of Common Stock were reserved for issuance upon exercise of outstanding convertible securities, warrants or options or pursuant to the Company's 1988 Stock Option Plan, the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Planrecord. Except as set forth out in the SEC Reports, the Company has no other authorized, issued or outstanding equity securities or securities containing any equity features, or any other securities convertible into, exchangeable for or entitling any person to otherwise acquire any other securities of the Company containing any equity features. The Company has no stock option, incentive or similar plan other than the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Planplan. All of the outstanding shares of Capital Stock of the Company have been duly and validly authorized and issued, and are fully paid and nonassessablenon-assessable. The Common Shares (in an amount up to the Maximum Share Amount) have been duly and validly authorized and have been duly reserved, and will remain available for issuance, pursuant to this Agreement. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessablenon-assessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever. Except as set forth in this Section 3.02 or the SEC Reports, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company. The issuance of the Common Shares pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar limitation. Except as otherwise required by law, there are no restrictions upon the voting or transfer of any shares of the Company's Common Stock pursuant to the Company's Certificate of Incorporation or bylaws. Except as provided herein or in the other Transaction Documents, there are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock except for the Company's obligation to exchange "non-lapse" restricted shares issued under its 1990 Incentive Compensation and Company Stock Purchase PlanStock.

Securities of the Company. The authorized Capital Stock of the Company consists of 100,000,000 200,000,000 shares of Common Stock, 179 shares of Class B Common Stock and 30,000,000 shares of preferred stock; as of May 31March 22, 20012011, 25,034,993 shares of Common Stock, 117.7 shares of Class B Common Stock and no shares of preferred stock were outstanding and 5,275,299 approximately 21,000,000 shares of Common Stock were reserved for issuance upon exercise of outstanding convertible securities, warrants or options or pursuant to the Company's 1988 Stock Option Plan, the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Planoutstanding. Except as set forth in the SEC Reports, the Company has no other authorized, issued or outstanding equity securities or securities containing any equity features, or any other securities convertible into, exchangeable for or entitling any person to otherwise acquire any other securities of the Company containing any equity features. The Company has no stock option, incentive or similar plan other than the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Planplan. All of the outstanding shares of Capital Stock of the Company have been duly and validly authorized and issued, and are fully paid and nonassessable. The Common Shares (in an amount up to the Maximum Share Amount) have been duly and validly authorized and have been duly reserved, and will remain available for issuance, pursuant to this Agreement. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever. Except as set forth in this Section 3.02 or the SEC Reports, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company. The issuance of the Common Shares pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar limitation. Except as otherwise required by law, there are no restrictions upon the voting or transfer of any shares of the Company's Common Stock pursuant to the Company's Certificate Articles of Incorporation or bylaws. Except as provided herein or in the other Transaction Documentsherein, there are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock except for the Company's obligation to exchange "non-lapse" restricted shares issued under its 1990 Incentive Compensation and Company Stock Purchase PlanStock.

Securities of the Company. The authorized Capital Stock of the Company consists of 100,000,000 10,000,000 shares of Common Stock, 179 of which 3,654,583 shares of Class B Common Stock were issued and 30,000,000 shares of preferred stock; outstanding as of May 31August 6, 2001, 25,034,993 shares of Common Stock, 117.7 shares of Class B Common Stock and no shares of preferred stock were outstanding and 5,275,299 shares of Common Stock were reserved for issuance upon exercise of outstanding convertible securities, warrants or options or pursuant to the Company's 1988 Stock Option Plan, the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Plan1996. Except as set forth in the SEC Reports, the Company has no other authorized, issued or outstanding equity securities or securities containing any equity features, or any other securities convertible into, exchangeable for or entitling any person to otherwise acquire any other securities of the Company containing any equity features. The Company has no stock option, incentive or similar plan other than the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Plan. All of the outstanding shares of Capital Stock of the Company have been duly and validly authorized and issued, and are fully paid and nonassessable. The Common Notes and all of the Conversion Shares (in an amount up to the Maximum Share Amount) have been duly and validly authorized and have been duly reserved, and will remain available for issuance, pursuant to this Agreementauthorized. When issued against payment therefor as provided in this Agreement, the Common Notes will be validly issued and will constitute valid and enforceable obligations of the Company, enforceable against the Company 15F in accordance with their terms (subject to the effects of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity). When issued upon conversion of the Notes, the Conversion Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever. A sufficient number of shares of Common Stock has been duly reserved and will remain available for issuance upon conversion of the Notes. Except as set forth in this Section 3.02 or the SEC Reports, there are no outstanding options, warrants, agreements, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Capital Stock of the Company or any other securities of the Company of any kind binding on kind, other than options to purchase Common Stock granted under the Company. The issuance of the Common Shares pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar limitation's 1991 Performance Equity Plan. Except as otherwise required requied by law, there are no restrictions upon the voting or transfer of any shares of the Company's Common Capital Stock pursuant to the Company's Certificate of Incorporation organizational and other governing documents or bylawsany agreement or other instruments to which the Company is a party or by which the Company or its properties or assets are bound. Except as provided herein or in the other Transaction Documents, there There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock except for the Company's obligation to exchange "non-lapse" restricted shares issued under its 1990 Incentive Compensation and Company Stock Purchase PlanCapital Stock.

Securities of the Company. The authorized Capital Stock of the Company consists of 100,000,000 50,000,000 shares of Common Stock, 179 shares of Class B Common Stock and 30,000,000 5,000,000 shares of preferred stock; as of May March 31, 2001, 25,034,993 10,179,563 shares of Common Stock, 117.7 common stock and 10,024 shares of Class Series B Common Convertible Preferred Stock and no shares of preferred stock were outstanding and 5,275,299 7,561,793 shares of Common Stock were reserved for issuance upon exercise of outstanding convertible securities, warrants or options or pursuant to the Company's 1988 Stock Option Plan, the 1998 Tandem Stock Option Plan and the 1999 Omnibus Securities and or 1997 Stock Incentive Plan. Except as set forth in the SEC ReportsReports or disclosed in Schedule 3.02, the Company has no other authorized, issued or outstanding equity securities or securities containing any equity features, or any other securities convertible into, exchangeable for or entitling any person to otherwise acquire any other securities of the Company containing any equity features. The Company has no stock option, incentive or similar plan other than the 1998 Tandem Stock Option Plan and the 1999 Omnibus Securities and 1997 Stock Incentive PlanPlan under which the issuance of 4,440,000 shares of Common Stock may be issued. All of the outstanding shares of Capital Stock of the Company have been duly and validly authorized and issued, and are fully paid and nonassessable. The Common Shares (in an amount up to the Maximum Share Amount) have been duly and validly authorized and have been duly reserved, and will remain available for issuance, pursuant to this Agreementauthorized. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever. A sufficient number of shares of Common Stock has been duly reserved and will remain available for issuance upon conversion of the Common Shares. Except as set forth in this Section 3.02 or 3.02, the SEC ReportsReports or Schedule 3.02 hereto, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Capital Stock of the Company or any other securities of the Company of any kind binding on the Company. The issuance of the Common Shares pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar limitation. Except as otherwise required by law, there are no restrictions upon the voting or transfer of any shares of the Company's Common Capital Stock pursuant to the Company's Certificate of Incorporation Incorporation, bylaws or bylawsother documents. Except as provided herein or in the other Transaction Documents, there are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock except for the Company's obligation to exchange "non-lapse" restricted shares issued under its 1990 Incentive Compensation and Company Stock Purchase PlanCapital Stock.

Securities of the Company. The authorized Capital Stock of the Company consists of 100,000,000 15,000,000 shares of Common Stock, 179 of which 11,083,175 shares of Class B Common Stock were issued and 30,000,000 shares of preferred stock; outstanding as of May 31June 10, 2001, 25,034,993 shares of Common Stock, 117.7 shares of Class B Common Stock and no shares of preferred stock were outstanding and 5,275,299 shares of Common Stock were reserved for issuance upon exercise of outstanding convertible securities, warrants or options or pursuant to the Company's 1988 Stock Option Plan, the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Plan1998. Except as set forth in the SEC ReportsReports and the proposed increase in the number of authorized shares of Common Stock and the authority to issue up to 5,000,000 shares of preferred stock, which such increase and authority is set forth in the Company's preliminary proxy statement dated June 1, 1998 and are subject to the approval of the shareholders of the Company, the Company has no other authorized, issued or outstanding equity securities or securities containing any equity features, or any other securities convertible into, exchangeable for or entitling any person to otherwise acquire any other securities of the Company containing any equity features. The Company has no stock option, incentive or similar plan other than the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Plan. All of the outstanding shares of Capital Stock of the Company have been duly and validly authorized and issued, and are fully paid and nonassessable. The Common Notes and all of the Conversion Shares (in an amount up to the Maximum Share Amount) have been duly and validly authorized and have been duly reserved, and will remain available for issuance, pursuant to this Agreementauthorized. When issued against payment therefor as provided in this Agreement, the Common Notes will be validly issued and will constitute valid and enforceable obligations of the Company, enforceable against the Company in accordance with their terms (subject to the effects of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity). When issued upon conversion of the Notes, the Conversion Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever. A sufficient number of shares of Common Stock has been duly reserved and will remain available for issuance upon conversion of the Notes. Except as set forth in this Section 3.02 or the SEC Reports, there are no outstanding options, warrants, agreements, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Capital Stock of the Company or any other securities of the Company of any kind binding on kind, other than options to purchase Common Stock granted under the Company's 1991 Performance Equity Plan, the Company's 1998 Stock Option Plan (the adoption of which is subject to shareholder approval) and the proposed issuance of 18,000 shares of Common Stock in connection with the payment of a finder's fee relating to the Xxxxx Transaction. The Neither the issuance of the Common Notes nor the Conversion Shares pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar limitation. Except as otherwise required by law, there are no restrictions upon the voting or transfer of any shares of the Company's Common Capital Stock pursuant to the Company's Certificate of Incorporation organizational and other governing documents or bylawsany agreement or other instruments to which the Company is a party or by which the Company or its properties or assets are bound (other than Common Stock issued or issuable in connection with the Xxxxx Transaction). Except as provided herein or in the other Transaction Documents, there There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock except for the Company's obligation to exchange "non-lapse" restricted shares issued under its 1990 Incentive Compensation and Company Stock Purchase PlanCapital Stock.

Securities of the Company. The authorized Capital Stock of the Company consists of 100,000,000 one hundred million shares of Common Stock, 179 shares of Class B Common Stock and 30,000,000 one million shares of preferred stock; as of May March 31, 2001, 25,034,993 25,161,532 shares of Common Stock, 117.7 shares of Class B Common Stock common stock and no shares of preferred stock were outstanding and 5,275,299 1,450,000 shares of Common Stock were reserved for issuance upon exercise of outstanding convertible securities, warrants or options or pursuant to the Company's 1988 Stock Option Plan, the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Planwarrants. Except as set forth in the SEC Reports, the Company has no other authorized, issued or outstanding equity securities or securities containing any equity features, or any other securities convertible into, exchangeable for or entitling any person to otherwise acquire any other securities of the Company containing any equity features. The Company has no stock option, incentive or similar plan other than the 1998 (1) 1993 Stock Option Plan under which 3,150,000 shares of Common Stock may be issued, (2) the Directors Plan, under which 100,000 shares of Common Stock may be issued, and (3) the 1999 Omnibus Securities and 2000 Stock Incentive PlanPlan under which 1,250,000 shares of Common Stock may be issued. All of the outstanding shares of Capital Stock of the Company have been duly and validly authorized and issued, and are fully paid and nonassessable. The Common Shares (in an amount up to and the Maximum Share Amount) Warrants and all of the Warrant Shares have been duly and validly authorized and have been duly reserved, and will remain available for issuance, pursuant to this Agreementauthorized. When issued against payment therefor as provided in this Agreement, the Common Shares and the Warrants will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, and will constitute valid and enforceable obligations of the Company, enforceable against the Company in accordance with their respective terms (subject to the effects of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general principles of equity). When issued upon exercise of the Warrants (assuming payment of the exercise price therefor), the Warrant Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever. A sufficient number of shares of Common Stock has been duly reserved and will remain available for issuance upon exercise of the Warrants. Except as set forth in Schedule 3.02, this Section 3.02 or and the SEC Reports, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Capital Stock of the Company or any other securities of the Company of any kind binding on the Company. The Except as set forth in Schedule 3.02, neither the issuance of the Common Shares pursuant to this Agreement or the Warrants nor the issuance of the Warrant Shares is not subject to any preemptive rights, rights of first refusal or other similar limitation. Except as otherwise required by law, there are no restrictions upon the voting or transfer of any shares of the Company's Common Capital Stock pursuant to the Company's Certificate of Incorporation Incorporation, bylaws or bylawsother documents. Except as provided herein or in the other Transaction Documents, there are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock except for the Company's obligation to exchange "non-lapse" restricted shares issued under its 1990 Incentive Compensation and Company Stock Purchase PlanCapital Stock.

Securities of the Company. The authorized Capital Stock of the Company consists of 100,000,000 one hundred million shares of Common Stock, 179 shares of Class B Common Stock and 30,000,000 one million shares of preferred stock; as of May March 31, 2001, 25,034,993 25,161,532 shares of Common Stock, 117.7 shares of Class B Common Stock common stock and no shares of preferred stock were outstanding and 5,275,299 1,450,000 shares of Common Stock were reserved for issuance upon exercise of outstanding convertible securities, warrants or options or pursuant to the Company's 1988 Stock Option Plan, the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Planwarrants. Except as set forth in the SEC Reports, the Company has no other authorized, issued or outstanding equity securities or securities containing any equity features, or any other securities convertible into, exchangeable for or entitling any person to otherwise acquire any other securities of the Company containing any equity features. The Company has no stock option, incentive or similar plan other than the 1998 (1) 1993 Stock Option Plan under which 3,150,000 shares of Common Stock may be issued, (2) the Directors Plan, under which 100,000 shares of Common Stock may be issued, and (3) the 1999 Omnibus Securities and 2000 Stock Incentive PlanPlan under which 1,250,000 shares of Common Stock may be issued. All of the outstanding shares of Capital Stock of the Company have been duly and validly authorized and issued, and are fully paid and nonassessable. The Common Shares (in an amount up to and the Maximum Share Amount) Warrants and all of the Warrant Shares have been duly and validly authorized and have been duly reserved, and will remain available for issuance, pursuant to this Agreementauthorized. When issued against payment therefor as provided in this Agreement, the Common Shares and the Warrants will be validly issued and will constitute valid and enforceable obligations of the Company, enforceable against the Company in accordance with their respective terms (subject to the effects of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general principles of equity). When issued upon exercise of the Warrants (assuming payment of the exercise price therefor), the Warrant Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever. A sufficient number of shares of Common Stock has been duly reserved and will remain available for issuance upon exercise of the Warrants. Except as set forth in Schedule 3.02, this Section 3.02 or and the SEC Reports, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Capital Stock of the Company or any other securities of the Company of any kind binding on the Company. The Except as set forth in Schedule 3.02, neither the issuance of the Common Shares pursuant to this Agreement or the Warrants nor the issuance of the Warrant Shares is not subject to any preemptive rights, rights of first refusal or other similar limitation. Except as otherwise required by law, there are no restrictions upon the voting or transfer of any shares of the Company's Common Capital Stock pursuant to the Company's Certificate of Incorporation Incorporation, bylaws or bylawsother documents. Except as provided herein or in the other Transaction Documents, there are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock except for the Company's obligation to exchange "non-lapse" restricted shares issued under its 1990 Incentive Compensation and Company Stock Purchase PlanCapital Stock.

Securities of the Company. The authorized Capital Stock of the Company consists of 100,000,000 80,000,000 shares of Common Stock, 179 shares of Class B Common Stock common stock and 30,000,000 10,000,000 shares of preferred stock; as of May 3124, 20012002, 25,034,993 25,165,069 shares of Common Stock, 117.7 shares of Class B Common Stock and no shares of preferred stock were outstanding and 5,275,299 as of June 7, 2002, 6,771,665 shares of Common Stock were reserved for issuance upon exercise of outstanding convertible securities, warrants or options or pursuant to the Company's 1988 ’s 1993 Stock Option Plan, the 1998 Stock Option Plan and the 1999 Omnibus Securities and 2000 Equity Incentive Plan, 2000 Employee Stock Purchase Plan, and 2002 Broad Based Equity Incentive Plan (the “Plans”). Except as set forth in the SEC Reports, the Company has no other authorized, issued or outstanding equity securities or securities containing any equity featuressecurities, or any other securities convertible into, exchangeable for or entitling any person to otherwise acquire any other securities of the Company containing any equity featuresfeatures except for warrants to purchase 598,337 shares of Common Stock held by several holders ( including warrants for 60,000 shares issued to Shoreline Pacific L.L.C. in connection with this transaction). The Company has no stock option, incentive or similar plan other than the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive PlanPlans. All of the outstanding shares of Capital Stock of the Company have been duly and validly authorized and issued, and are fully paid and nonassessable. The Common Shares (in an amount up to the Maximum Share Amount) have been duly and validly authorized and have been duly reservedreserved for issuance, and will remain available for issuance, pursuant to this Agreement. When issued against payment therefor therefore as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever. Except as set forth in this Section 3.02 or the SEC Reports, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company. The issuance of the Common Shares pursuant to this Agreement is not subject to any preemptive rights, or rights of first refusal or other similar limitationrefusal. Except as otherwise required by law, there are no restrictions upon the voting or transfer of any shares of the Company's ’s Common Stock pursuant to the Company's ’s Certificate of Incorporation or bylaws. Except as provided herein or in the other Transaction Documents, there are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock except for the Company's obligation to exchange "non-lapse" restricted shares issued under its 1990 Incentive Compensation and Company Stock Purchase PlanStock.

Securities of the Company. The authorized Capital Stock of the Company consists of 100,000,000 50,000,000 shares of Common Stock, 179 of which 7,435,519 shares were issued and outstanding as of Class B Common Stock December 2, 1996 and 30,000,000 5,000,000 shares of preferred stock; as , par value $.001 per share, 200 of May 31, 2001, 25,034,993 shares of Common which have been designated 7% Convertible Preferred Stock, 117.7 shares Series A, and none of Class B Common Stock and no shares of preferred stock were which have been issued or are outstanding and 5,275,299 shares of Common Stock were reserved for issuance upon exercise of outstanding convertible securities, warrants or options or pursuant prior to the Company's 1988 Stock Option Plan, the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive PlanClosing. Except as set forth in the SEC Reports, the Company has no other authorized, issued or outstanding equity securities or securities containing any equity features, or any other securities convertible into, exchangeable for or entitling any person to otherwise acquire any other securities of the Company containing any equity features. The Company has no stock option, incentive or similar plan other than subsequent issuances of securities, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans or pursuant to the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Planexercise of outstanding convertible securities or options. All of the outstanding shares of Capital Stock of the Company have been duly and validly authorized and issued, and are fully paid and nonassessable. The Common Preferred Stock, the Conversion Shares, the Warrants and the Warrant Shares (in an amount up to the Maximum Share Amount) have been duly and validly authorized and have been duly reserved, and will remain available for issuance, pursuant to this Agreementauthorized. When issued against payment therefor as provided in this Agreement, the Common Preferred Stock will be validly issued, fully paid and nonassessable and will entitle the holders thereof to the rights established in the Certificate of Designations. The Conversion Shares, when issued upon conversion of the Preferred Stock, and the Warrant Shares when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever. A sufficient number of shares of Common Stock has been duly reserved and will remain available for issuance upon conversion of the Preferred Stock and upon the exercise of the Warrants. Except as set forth in this Section 3.02 or Agreement and in the SEC Reports, there are no outstanding options, warrants, agreements, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Capital Stock of the Company or any other securities of the Company of any kind binding on the Company. The issuance of the Common Shares pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar limitationkind. Except as otherwise required by lawlaw or as set forth in the Certificates of Designations, there are no restrictions upon the voting or transfer of any shares of the Company's Common Capital Stock pursuant to the Company's Certificate organizational and other governing documents or any agreement or other instruments to which the Company is a party or by which the Company or its properties or assets are bound. The issuance of Incorporation the Preferred Stock and the Common Stock upon conversion thereof are not subject to any preemptive rights, rights of first refusal or bylawsother similar limitation. Except as provided herein or in the other Transaction Documents, there There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock except for the Company's obligation to exchange "non-lapse" restricted shares issued under its 1990 Incentive Compensation and Company Stock Purchase Plan.Capital Stock, other than

Securities of the Company. The authorized Capital Stock of the Company consists of 100,000,000 shares of Common Stock, 179 shares of Class B Common Stock and 30,000,000 10,000,000 shares of preferred stock; as of May 31November 21, 2001, 25,034,993 41,406,481 shares of Common Stock, 117.7 12,500 shares of Class B Common Series A Preferred Stock and no 37,500 shares of preferred stock Series B Preferred Stock were outstanding and 5,275,299 14,592,276 shares of Common Stock were reserved for issuance upon exercise of outstanding convertible securities, warrants or options or pursuant to the Company's 1988 2001 Stock Incentive Plan, 2001 Employee Stock Purchase Plan, 1997 Directors' Stock Option Plan, the 1998 1995 Coulter Pharmaceutical, Inc. Equity Incentive Plan, 1996 Coulter Pharxxxxxxxcal, Inc. Employee Stock Purchase Plan, 1996 Genquxxx, Xxc. Stock Option Plan, 1988 Anergen, Inc. Stock Option Plan, 1992 Anergen, Inc. Consultant Plan, 1995 Anergen, Inc. Director Option Plan, 1986 Ribi Immunochem Research, Inc. Stock Option Plan, 1996 Ribi Immunochem Research, Inc. Director Option Plan and 1996 Ribi Immunochem Research, Inc. Stock Option Plan and (the 1999 Omnibus Securities and Incentive Plan"Plans"). Except as set forth in the SEC Reports, the Company has no other authorized, issued or outstanding equity securities or securities containing any equity features, or any other securities convertible into, exchangeable for or entitling any person to otherwise acquire any other securities of the Company containing any equity features. The Company has no stock option, incentive or similar plan other than the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive PlanPlans. All of the outstanding shares of Capital Stock of the Company have been duly and validly authorized and issued, and are fully paid and nonassessable. The Common Shares (in an amount up to the Maximum Share Amount) have been duly and validly authorized and have been duly reservedreserved for issuance, and will remain available for issuance, pursuant to this Agreement. When issued against payment therefor therefore as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever. Except as set forth in this Section 3.02 or the SEC Reports, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company. The issuance of the Common Shares pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar limitation. Except as otherwise required by law, there are no restrictions upon the voting or transfer of any shares of the Company's Common Stock pursuant to the Company's Certificate of Incorporation or bylaws. Except as provided herein or in the other Transaction Documents, there are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock except for the Company's obligation to exchange "non-lapse" restricted shares issued under its 1990 Incentive Compensation and Company Stock Purchase PlanStock.

Securities of the Company. The authorized Capital Stock of the Company consists of 100,000,000 150,000,000 shares of Common Stock, 179 shares of Class B Common Stock and 30,000,000 10,000,000 shares of preferred stock; as of May 31June 28, 2001, 25,034,993 34,066,027 shares of Common Stock, 117.7 shares of Class B Common Stock common stock and no shares of preferred stock were outstanding and 5,275,299 approximately 11,080,507 shares of Common Stock were reserved for issuance upon exercise of outstanding convertible securities, warrants or options or pursuant to the Company's 1988 Amended and Restated 1993 Stock Plan, 2000 Nonstatutory Stock Option Plan, the 1998 1999 Employee Stock Purchase Plan, 1999 Director Stock Option Plan and SmartSAN 1998 Equity Incentive Plan (collectively, the 1999 Omnibus Securities and Incentive Plan"Plans"). Except as set forth in the SEC ReportsReports and the Disclosure Schedules, the Company has no other authorized, issued or outstanding equity securities or securities containing any equity features, or any other securities convertible into, exercisable for, exchangeable for or entitling any person to otherwise acquire any other securities of the Company containing any equity features. The Company has no stock option, incentive or similar plan other than the 1998 Plans under which the issuance of approximately 12,783,358 shares of Common Stock Option Plan and the 1999 Omnibus Securities and Incentive Planmay be issued. All of the outstanding shares of Capital Stock of the Company have been duly and validly authorized and issued, and are fully paid and nonassessable. The Common Shares (in an amount up to the Maximum Share Amount) have been duly and validly authorized and have been duly reserved, and will remain available for issuance, issuance pursuant to this Agreement. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever. Except as set forth in this Section 3.02 3.02, the SEC Reports or the SEC ReportsDisclosure Schedules, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Capital Stock of the Company or any other securities of the Company of any kind binding on the Company. The issuance of the Common Shares pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar limitation. Except as otherwise required by law, there are no restrictions upon the voting or transfer of any shares of the Company's Common Capital Stock pursuant to the Company's Certificate of Incorporation Incorporation, bylaws or bylawsother documents. Except as provided herein or in the other Transaction Documents, there are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock except for the Company's obligation to exchange "non-lapse" restricted shares issued under its 1990 Incentive Compensation and Company Stock Purchase PlanCapital Stock.

Securities of the Company. The authorized Capital Stock of the Company consists of 100,000,000 50,000,000 shares of Common Stock, 179 of which 12,992,586 shares of Class B Common Stock were issued and 30,000,000 shares of preferred stock; outstanding as of May 31March 15, 2001, 25,034,993 shares of Common Stock, 117.7 shares of Class B Common Stock and no shares of preferred stock were outstanding and 5,275,299 shares of Common Stock were reserved for issuance upon exercise of outstanding convertible securities, warrants or options or pursuant to the Company's 1988 Stock Option Plan, the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Plan2000. Except as set forth in the SEC Reports, the Company has no other authorized, issued or outstanding equity securities or securities containing any equity features, or any other securities convertible into, exchangeable for or entitling any person to otherwise acquire any other securities of the Company containing any equity features. The Company has no stock option, incentive or similar plan other than the 1998 Stock Option Plan and the 1999 Omnibus Securities and Incentive Plan. All of the outstanding shares of Capital Stock of the Company have been duly and validly authorized and issued, and are fully paid and nonassessable. The Common Notes and all of the Conversion Shares (in an amount up to the Maximum Share Amount) have been duly and validly authorized and have been duly reserved, and will remain available for issuance, pursuant to this Agreementauthorized. When issued against payment therefor as provided in this Agreement, the Common Notes will be validly issued and will constitute valid and enforceable obligations of the Company, enforceable against the Company in accordance with their terms (subject to the effects of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity). When issued upon conversion of the Notes, the Conversion Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoeverwhatsoever (unless created by the Purchaser). A sufficient number of shares of Common Stock has been duly reserved and will remain available for issuance upon conversion of the Notes. Except as set forth in this Section 3.02 or the SEC Reports, there are no outstanding options, warrants, agreements, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Capital Stock of the Company or any other securities of the Company of any kind binding on kind. Neither the Company. The issuance of the Common Notes nor the Conversion Shares pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar limitation. Except as otherwise required by law, there are no restrictions upon the voting or transfer of any shares of the Company's Common Capital Stock pursuant to the Company's Certificate of Incorporation or bylawsorganizational and other governing documents. Except as provided herein or in the other Transaction Documents, there There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock except for the Company's obligation to exchange "non-lapse" restricted shares issued under its 1990 Incentive Compensation and Company Stock Purchase PlanCapital Stock.

Securities of the Company. The authorized Capital Stock of the Company consists of 100,000,000 50,000,000 shares of Common Stock, 179 shares of Class B Common Stock and 30,000,000 5,000,000 shares of preferred stock; as of May March 31, 2001, 25,034,993 10,179,563 shares of Common Stock, 117.7 common stock and 11,024 shares of Class Series B Common Convertible Preferred Stock and no shares of preferred stock were outstanding and 5,275,299 7,561,793 shares of Common Stock were reserved for issuance upon exercise of outstanding convertible securities, warrants or options or pursuant to the Company's 1988 Stock Option Plan, the 1998 Tandem Stock Option Plan and the 1999 Omnibus Securities and or 1997 Stock Incentive Plan. Except as set forth in the SEC ReportsReports or disclosed in Schedule 3.02, the Company has no other authorized, issued or outstanding equity securities or securities containing any equity features, or any other securities convertible into, exchangeable for or entitling any person to otherwise acquire any other securities of the Company containing any equity features. The Company has no stock option, incentive or similar plan other than the 1998 Tandem Stock Option Plan and the 1999 Omnibus Securities and 1997 Stock Incentive PlanPlan under which the issuance of 4,440,000 shares of Common Stock may be issued. All of the outstanding shares of Capital Stock of the Company have been duly and validly authorized and issued, and are fully paid and nonassessable. The Common Shares (in an amount up to the Maximum Share Amount) have been duly and validly authorized and have been duly reserved, and will remain available for issuance, pursuant to this Agreementauthorized. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever. A sufficient number of shares of Common Stock has been duly reserved and will remain available for issuance upon conversion of the Common Shares. Except as set forth in this Section 3.02 or 3.02, the SEC ReportsReports or Schedule 3.02 hereto, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Capital Stock of the Company or any other securities of the Company of any kind binding on the Company. The issuance of the Common Shares pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar limitation. Except as otherwise required by law, there are no restrictions upon the voting or transfer of any shares of the Company's Common Stock pursuant to the Company's Certificate of Incorporation or bylaws. Except as provided herein or in the other Transaction Documents, there are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock except for the Company's obligation to exchange "non-lapse" restricted shares issued under its 1990 Incentive Compensation and Company Stock Purchase Plan.The