Common use of The Company Capital Structure Clause in Contracts

The Company Capital Structure. (a) The authorized capital stock of the Company consists of 25,000,000 shares of Company Common Stock and 5,000,000 shares of Preferred Stock ("Company Preferred Stock"). As of the date of this Agreement, (i) 14,671,189 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, (ii) no shares of Company Common Stock were held in the treasury of the Company or by Subsidiaries of the Company, and (iii) no shares of Company Preferred Stock were issued and outstanding. The Company Disclosure Schedule shows the number of shares of Company Common Stock reserved for future issuance pursuant to stock options granted and outstanding as of the date of this Agreement, and the plans under which such options were granted (collectively, the "Company Stock Plans") and sets forth a complete and accurate list of all holders of options outstanding as of the date of this Agreement to purchase shares of Company Common Stock (such outstanding options, the "Company Stock Options") under the Company Stock Plans, indicating the number of shares of Company Common Stock subject to each Company Stock Option, and the exercise price, the date of grant and the expiration date thereof. The Company Disclosure Schedule shows the number of shares of Company Common Stock reserved for future issuance pursuant to warrants or other outstanding rights to purchase shares of Company Common Stock outstanding as of the date of this Agreement (such outstanding warrants or other rights, the "Company Warrants") and the agreement or other document under which such Company Warrants were granted and sets forth a complete and accurate list of all holders of Company Warrants indicating the number and type of shares of Company Common Stock subject to each Company Warrant, and the exercise price, the date of grant and the expiration date thereof. All shares of Company Common Stock are, and all shares of Company Common Stock subject to issuance as specified above are, duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company's Certificate of Incorporation or By-Laws or any agreement to which the Company is a party or is otherwise bound. There are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any other capital stock of the Company or any Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity. All of the outstanding shares of capital stock or other equity interests of each of the Company's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and all such shares and other equity interests in any Subsidiary are owned by the Company or another Subsidiary of the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in the Company's voting rights, charges or other encumbrances of any nature.

The Company Capital Structure. (ai) The authorized capital stock of the Company consists of 25,000,000 75,000,000 shares of Company Common Stock Stock, $.01 par value, and 5,000,000 10,000,000 shares of Preferred Stock ("Company Preferred Stock"), $.01 par value. As of the date of this Agreement, (i) 14,671,189 25,453,752 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (ii) no 887,229 shares of Company Common Stock were which are held in the treasury of the Company or by Subsidiaries of the Company, and (iii) no shares of Company Preferred Stock were issued and outstanding. The Company Disclosure Schedule shows the number of shares of Company Common Stock reserved for future issuance pursuant to stock options granted and outstanding as of the date of this Agreementhereof, and the plans under which such options were granted and award agreements pursuant to which "non-plan" options were granted (collectively, the "the" Company Stock Plans") ), and sets forth a complete the entities or persons to whom such options were granted. The Company Disclosure Schedule also shows the agreements under which the warrants to purchase an aggregate of 7,093,413 shares of Common Stock granted and accurate list of all holders of options outstanding as of the date hereof were issued and to whom such warrants were granted. As of this Agreement to purchase the date hereof, the only convertible securities of the Company which are issued and outstanding are: (i) the TMC Warrant and the TMC Option, (ii) an aggregate number of 81,250 shares of Company Series B Convertible Preferred Stock, par value $.01 per share, of the Company, which are currently convertible into 812,500 shares of Common Stock and which are currently entitled to vote on all matters submitted to the stockholders of the Company (such outstanding options, with the exception of the election of directors) on an "as converted" basis (the "Company Stock OptionsSeries B Convertible Preferred Stock") under (iii) 19,900 shares of Series D Convertible Preferred Stock, par value $.01 per share, of the Company Stock Planswhich are currently convertible into a minimum of 18,543,972 shares of Common Stock, indicating plus the number of shares of Company Common Stock subject equal to each the quotient of the Accrued Premium (as defined in the Certificate of Designations (as defined below)) divided by $1.073125 (the "Series D Convertible Preferred Stock" and, together with the Series B Convertible Preferred Stock the "Company Stock Option, Convertible Preferred Stock") and (iv) such other convertible securities as are disclosed on the exercise priceCompany Disclosure Schedule. Based on the Certificate of Designations, the date amount of grant and the expiration date thereof. The Company Disclosure Schedule shows Accrued Premium (as defined in the number Certificate of shares of Company Common Stock reserved for future issuance pursuant to warrants or other outstanding rights to purchase shares of Company Common Stock outstanding Designations) is $392,547.94 as of at the date of this Agreement (such outstanding warrants or other rights, the "Company Warrants") and the agreement or other document under which such Company Warrants were granted and sets forth a complete and accurate list of all holders of Company Warrants indicating the number and type of shares of Company Common Stock subject to each Company Warrant, and the exercise price, the date of grant and the expiration date thereofAgreement. All shares of Company Common Stock, into which Series D Convertible Preferred Stock areis convertible, and all or which are issuable upon exercise of the Revised National Media Stock Purchase Warrant - C or the National Media Stock Purchase Warrant - D are duly registered with the Commission. All shares of Company Common Stock subject to issuance as specified above are, duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be, when issued, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company's Certificate of Incorporation or By-Laws or any agreement to which nonassessable. Except as set forth on the Company is a party or is otherwise bound. There Disclosure Schedule and with respect to the Series D Preferred Stock, there are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any other the capital stock of the Company or any Subsidiary or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entityentity other than guarantees of bank obligations of Subsidiaries entered into in the ordinary course of business. All Except as set forth on the Company Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each of the Company's Subsidiaries are duly authorized, validly issued, fully paid for and nonassessable and all such shares and (other equity interests than directors' qualifying shares in any Subsidiary the case of foreign Subsidiaries) are beneficially owned by the Company or another Subsidiary of the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in of the Company's voting rights, charges or other encumbrances of any naturenature other than Permitted Liens. (ii) Except as set forth in this Section 4.2 or as reserved for future grants of options under the Company Stock Plans, the TMC Warrant or the TMC Option, and except for the Series A Junior Participating Preferred Stock issued and issuable under the Company Rights Plan, or as disclosed on the Company Disclosure Schedule, (i) there are no equity securities of any class of the Company or any of its Subsidiaries, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding; (ii) except as set forth in the Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock (the "Certificate of Designations") and the Registration Rights Agreement dated as of September 4, 1997, as amended, by Amendment No. 1 thereto, dated April 14, 1998 among the Company and the holders of the Series D Convertible Preferred Stock, there are no options, warrants, equity securities, stock appreciation rights, calls, rights, commitments or agreements of any character to which the Company or any of its Subsidiaries is a party or by which it is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement; and (iii) to the best knowledge of the Company, there are no voting trusts, proxies or other voting agreements or understandings with respect to the shares of capital stock of the Company.