Valid Issuance; Fully Diluted Common Stock Before Closing. (i) The authorized capital stock, and the outstanding capital stock, of the Company consists, in each case immediately prior to the Closing, solely of the shares indicated in part 1 of Exhibit F to this Agreement. Immediately following the sale to the Investors at the Closing contemplated hereby, the authorized capital stock, and the outstanding capital stock, of the Company will consist in each case solely of the shares indicated in part 2 of Exhibit F to this Agreement. The voting powers, designations, preferences and relative, participating, optional and other rights of the 1996 Preferred Stock, and the qualifications, limitations or restrictions thereof are as fully set forth in Exhibit A to this Agreement. All of the outstanding shares of capital stock
Valid Issuance; Fully Diluted Common Stock Before Closing. (i) The authorized capital stock, and the outstanding capital stock, of the Company consists, in each case immediately prior to the Closing, solely of the shares indicated in part 1 of Exhibit F to this Agreement. Immediately following the sale to the Investors at the Closing contemplated hereby, the authorized capital stock, and the outstanding capital stock, of the Company will consist in each case solely of the shares indicated in part 2 of Exhibit F to this Agreement. The voting powers, designations, preferences and relative, participating, optional and other rights of the 1996 Preferred Stock, and the qualifications, limitations or restrictions thereof are as fully set forth in Exhibit A to this Agreement. All of the outstanding shares of capital stock indicated in part 2 of Exhibit F are duly authorized and are fully paid and nonassessable and, assuming the representations of the Investors in Sections 4.3, 4.6 and 4.9 of this Agreement are correct, issued in compliance with all applicable securities laws. Except as set forth in part 3 of Exhibit F, no one is entitled to preemptive or similar statutory or contractual rights with respect to any securities of the Company. All necessary and appropriate waivers of stockholders with respect to the consummation of the transactions and the performance of the obligations of the Company contemplated hereby have been obtained, and the Company shall promptly obtain any necessary waivers not heretofore obtained. Except as disclosed in part 4 of Exhibit F to this Agreement, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company is or may be obligated to issue any equity securities of any kind, or to transfer any equity securities of any kind, and the Company and its subsidiaries do not have any present plan or intention to issue any equity securities of any kind, or to transfer any equity securities of any kind owned by them. Except as disclosed in part 5 of Exhibit F, the Company does not know of any voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among any of the securityholders of the Company relating to the securities held by them. The Company has not agreed, and has no present intention, to register any of its securities under the Securities Act of 1933, as amended, except as provided in the agreements listed in part 6 of Exhibit F.
