Common use of The Company's Capitalization Clause in Contracts

The Company's Capitalization. The authorized capital stock of the Company consists of (i) ten million Shares, and (ii) five million shares of Preferred Stock, $.01 par value (the "Preferred Shares"), which Preferred Shares include one hundred thousand shares of Series A Junior Participating Preferred Stock, $.01 par value (the "Series A Shares"). As of the close of business on December 18, 1995, there were (i) 2,970,481 Shares issued and outstanding and no Shares held in the Company's treasury, (ii) no Preferred Shares issued and outstanding, and (iii) no Series A Shares issued and outstanding. All outstanding Shares have been duly authorized and validly issued, and are fully paid, nonassessable and were issued free of preemptive rights. Except for the Options described in Section 3.05 hereof and except as set forth on the Company Disclosure Letter there are not now, and at the Effective Time there will not be, any subscriptions, options, warrants, calls, rights, agreements or commitments relating to the issuance, sale, delivery or transfer by the Company (including any right of conversion or exchange under any outstanding security or other instrument) of its Shares (collectively, "Equity Rights"). There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Shares. The Company Disclosure Letter contains a complete and accurate list of all holders of Options and any other options or rights of any kind to purchase or acquire shares of the Common Stock of the Company, together with the number of such options and the terms of such options held by each such holder.

The Company's Capitalization. The Company's authorized capital stock consists of the Company consists 85,000 shares of capital stock, $0.001 par value per share, consisting of (i) ten million Shares55,000 shares of Common Stock, of which 19,125 Class A shares and 30,150 Class B shares are issued and outstanding, and no shares are held in treasury; and (ii) five million 30,000 shares of Preferred Stock, $.01 par value (the "Preferred Shares"), of which Preferred Shares include one hundred thousand 3,500 shares of the Series A Junior Participating Preferred Stock, $.01 par value (the "Series A Shares"). As Stock and 4,500 shares of the close of business on December 18, 1995, there were (i) 2,970,481 Shares issued and outstanding and no Shares held in the Company's treasury, (ii) no Series B Preferred Shares Stock are issued and outstanding, and no shares are held in treasury; and (iii) no Series A Shares other shares of any other class or series of capital stock are issued and outstanding. All or outstanding Shares have been duly authorized and validly issued, and are fully paid, nonassessable and were issued free of preemptive rightsor held in treasury. Except for the Options described in Section 3.05 hereof and except as set forth in the first sentence of this Section 3(b) and for employee stock options and contingent warrants listed on Schedule 3(b) of the Company Disclosure Letter there are not nowSchedule (all of which shall have been cancelled on or prior to the Closing Date), and at the Effective Time there will not be, any subscriptions, no options, warrants, callsconversion, exchange or other rights, agreements or commitments relating of any kind obligating the Company, contingently or otherwise, to issue or sell any shares of its capital stock of any class or any securities convertible into or exchangeable for any such shares are outstanding, and no authorization therefore has been given. Each of the Shares is a validly issued, fully-paid and non-assessable share of capital stock of the Company, and no personal liability will attach to the issuance, sale, delivery or transfer by ownership thereof. Each Seller is and on the Company (including any right of conversion or exchange under any outstanding security or other instrument) of its Shares (collectively, "Equity Rights"). There are no outstanding contractual obligations Closing Date will be the sole record and beneficial owner of the Company to repurchaseShares set forth opposite such Seller's name on Exhibit A hereto, redeem or otherwise acquire free and clear of any Shares. The Company Disclosure Letter contains a complete and accurate list of all holders of Options and any other liens, charges, encumbrances, security interests, options or rights of any kind to purchase or acquire shares others with respect thereto, and upon the transfer of the Common Stock of the CompanyShares by Sellers to Buyer and full payment therefor as contemplated in this Agreement, together with the number of such options Buyer will acquire legal, valid and the terms of such options held by each such holdermarketable title thereto.