Common use of The Company's Capitalization Clause in Contracts

The Company's Capitalization. (a) The authorized capital stock of the Company consists of (i) 115,000 shares of Company Common Stock, of which 82,800 shares are issued and outstanding and no shares are held in treasury, (ii) 10,500 shares of Senior Preferred Stock, all of which are issued and outstanding, (iii) 2,500 shares of Junior Class A Preferred Stock, all of which are issued and outstanding, and (iv) 750 shares of Junior Class B Preferred Stock, all of which are issued and outstanding. The Sellers own all of the issued and outstanding shares of Company Common Stock, Junior Preferred Stock and Senior Preferred Stock. All outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable. Other than as set forth in (i) the Company's Certificate of Incorporation and By-Laws as currently in effect, (ii) the Subscription and Stockholders Agreement, dated as of December 10, 1993, among the Company and certain of its stockholders, (iii) the Warrants, pursuant to which 7,200 shares of Company Common Stock are issuable (collectively, the "Capitalization Documents"), and (iv) the Options, pursuant to which 11,200 shares of Company Common Stock are issuable, there is no subscription, option, warrant, call, right, agreement or commitment relating to the issuance, sale, delivery or transfer by the Company or, to the Company's knowledge, any Seller (including any right of conversion or exchange under any outstanding security or other instrument) of any class of capital stock of the Company or the payment of money based on the value of any class of capital stock of the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company other than as set forth in the Capitalization Documents.

The Company's Capitalization. (a) The authorized capital stock of the Company consists of (i) 115,000 ten million Shares, and (ii) five million shares of Company Common Preferred Stock, $.01 par value (the "Preferred Shares"), which Preferred Shares include one hundred thousand shares of which 82,800 shares are 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 are Shares held in the Company's treasury, (ii) 10,500 shares of Senior no Preferred Stock, all of which are issued and outstanding, (iii) 2,500 shares of Junior Class A Preferred Stock, all of which are Shares issued and outstanding, and (iviii) 750 shares of Junior Class B Preferred Stock, all of which are no Series A Shares issued and outstanding. The Sellers own all of the issued and outstanding shares of Company Common Stock, Junior Preferred Stock and Senior Preferred Stock. All outstanding shares of capital stock of the Company are Shares have been duly authorized and validly issued, and are fully paid paid, nonassessable and nonassessablewere issued free of preemptive rights. Other than Except for the Options described in Section 3.05 hereof and except as set forth in (i) the Company's Certificate of Incorporation and By-Laws as currently in effect, (ii) the Subscription and Stockholders Agreement, dated as of December 10, 1993, among on the Company and certain of its stockholders, (iii) the Warrants, pursuant to which 7,200 shares of Company Common Stock Disclosure Letter there are issuable (collectively, the "Capitalization Documents")not now, and (iv) at the OptionsEffective Time there will not be, pursuant to which 11,200 shares of Company Common Stock are issuableany subscriptions, there is no subscriptionoptions, optionwarrants, warrantcalls, callrights, right, agreement agreements or commitment commitments relating to the issuance, sale, delivery or transfer by the Company or, to the Company's knowledge, any Seller (including any right of conversion or exchange under any outstanding security or other instrument) of any class of capital stock of the Company or the payment of money based on the value of any class of capital stock of the Companyits Shares (collectively, "Equity Rights"). There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any outstanding 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 capital stock the Common Stock of the Company other than as set forth in Company, together with the Capitalization Documentsnumber of such options and the terms of such options held by each such holder.

The Company's Capitalization. (a) 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) 115,000 55,000 shares of Company Common Stock, of which 82,800 19,125 Class A shares and 30,150 Class B shares are issued and outstanding outstanding, and no shares are held in treasury, ; and (ii) 10,500 30,000 shares of Senior Preferred Stock, all of which are issued and outstanding, (iii) 2,500 3,500 shares of Junior Class the Series A Preferred Stock, all Stock and 4,500 shares of which the Series B Preferred Stock are issued and outstanding, and no shares are held in treasury; and (iviii) 750 no other shares of Junior Class B Preferred Stock, all of which are issued and outstanding. The Sellers own all of the issued and outstanding shares of Company Common Stock, Junior Preferred Stock and Senior Preferred Stock. All outstanding shares any other class or series of capital stock of the Company are validly issued, fully paid and nonassessableissued or outstanding or held in treasury. Other than 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 Disclosure Schedule (i) all of which shall have been cancelled on or prior to the Closing Date), no options, warrants, conversion, exchange or other rights, agreements or commitments of any kind obligating the Company's Certificate of Incorporation and By-Laws as currently in effect, (ii) the Subscription and Stockholders Agreementcontingently or otherwise, dated as of December 10, 1993, among the Company and certain to issue or sell any shares of its stockholders, (iii) the Warrants, pursuant to which 7,200 shares of Company Common Stock are issuable (collectively, the "Capitalization Documents"), and (iv) the Options, pursuant to which 11,200 shares of Company Common Stock are issuable, there is no subscription, option, warrant, call, right, agreement or commitment relating to the issuance, sale, delivery or transfer by the Company or, to the Company's knowledge, any Seller (including any right of conversion or exchange under any outstanding security or other instrument) capital stock of any class of capital stock or any securities convertible into or exchangeable for any such shares are outstanding, and no authorization therefore has been given. Each of the Company or the payment of money based on the value of any class 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 ownership thereof. There are no outstanding contractual obligations Each Seller is and on the 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 free and clear of any liens, charges, encumbrances, security interests, options or otherwise acquire any outstanding shares rights of capital stock others with respect thereto, and upon the transfer of the Company other than Shares by Sellers to Buyer and full payment therefor as set forth contemplated in the Capitalization Documentsthis Agreement, Buyer will acquire legal, valid and marketable title thereto.

The Company's Capitalization. (a) The authorized capital stock of the Company consists of (i) 115,000 10,000,000 Shares, and (ii) 300,000 shares of Company Common Stockpreferred stock of the Company, of which 82,800 230,000 shares are issued no par value per share (the "Company Preferred Stock"), and outstanding and no 70,000 shares are held in treasurythe Series "A" Preferred Stock. As of March 5, 1999, (iii) 10,500 3,768,796 shares of Senior Preferred Stock, all of which are the Shares were issued and outstanding, (iiiii) 2,500 no shares of Junior Class A the Company Preferred Stock, all of which are Stock were issued and outstanding, and (iviii) 750 70,000 shares of Junior Class B the Series "A" Preferred Stock, all of which are issued and outstanding. The Sellers own all of the Stock were issued and outstanding (as of the Effective Time, such shares of Company Common Stock, Junior Series "A" Preferred Stock will have been redeemed in accordance with Section ------- 3.4). As of March 5, 1999, no Shares were held in the treasury of the Company ---- and Senior (ii) no shares of the Company Preferred StockStock or the Series "A" Preferred Stock were held in the treasury of the Company. All Except as set forth on Schedule -------- 4.2, there are no outstanding subscriptions, options, phantom stock, convertible --- securities, rights, warrants, calls, irrevocable proxies or other agreements or commitments of any kind directly or indirectly obligating the Company to issue any security of or equity interest in the Company, or irrevocable proxies or any agreements restricting the voting or transfer of or otherwise relating to any security or equity interest in the Company or an agreement to do any of the foregoing. Except as set forth in this Section 4.2, no shares of capital stock or other equity or voting securities of ----------- the Company are issued, reserved for issuance or outstanding. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which stockholders may vote are validly issued, fully paid and nonassessableissued or outstanding. Other than as set forth in (i) As of the Company's Certificate date of Incorporation and By-Laws as currently in effect, (ii) the Subscription and Stockholders this Agreement, dated as of December 10, 1993, among the Company and certain of its stockholders, (iii) the Warrants, pursuant to which 7,200 shares of Company Common Stock there are issuable (collectively, the "Capitalization Documents"), and (iv) the Options, pursuant to which 11,200 shares of Company Common Stock are issuable, there is no subscription, option, warrant, call, right, agreement or commitment relating to the issuance, sale, delivery or transfer by the Company or, to the Company's knowledge, any Seller (including any right of conversion or exchange under any outstanding security or other instrument) of any class of capital stock obligations of the Company or the payment of money based on the value of any class of capital stock of the Company. There are no outstanding contractual obligations Subsidiaries of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or the Subsidiaries of the Company. All of the outstanding shares of capital stock of the Company other than as set forth in and all outstanding shares of capital stock of each Subsidiary of the Capitalization DocumentsCompany have been duly authorized, validly issued and are fully paid and non-assessable, and are free of preemptive rights. All dividends declared prior to the date hereof have been paid.