Common use of Valid Issuance of Common Stock Clause in Contracts

Valid Issuance of Common Stock. The Company has an authorized capitalization consisting of 100,000,000 shares of Common Stock, par value $.0001 per share, and 20,000,000 shares of preferred stock, par value $.0001 per share. As of the date of this Agreement, the Company has issued and outstanding 45,149,952 shares of Common Stock. 12,880,000 shares of Common Stock are subject to issuance upon the conversion or exercise of presently issued and outstanding warrants and options of the Company. 13,800,000 shares of Common Stock are reserved for issuance under the Company's existing stock option plans. 166,667 shares of the Company's Series A Preferred Stock have been issued and 166,667 shares are outstanding, which shares of Series A Preferred Stock are convertible into 166,667 shares of Common Stock. 125,000 shares of the Company's Series B Convertible Preferred Stock have been issued and no shares are outstanding. 187,500 shares of the Company's Series C Convertible Preferred Stock have been issued and no shares are outstanding. All of the shares of Common Stock and preferred stock of the Company issued to date have been duly and validly authorized and issued and are fully paid and non-assessable. Except as set forth above or as disclosed in Schedule 4.4, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of it subsidiaries is or may become bound to redeem or issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Except as disclosed in Schedule 4.4, there are no securities or instruments containing any anti-dilution, right of first refusal, preemptive rights or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement. Upon issuance of the Securities, such securities will be duly and validly issued, fully paid and non-assessable.

Valid Issuance of Common Stock. The Company has an authorized capitalization consisting of 100,000,000 300,000,000 shares of Common Stock, par value $.0001 per share, and 20,000,000 no shares of preferred stock, par value $.0001 per share. As of the date of this AgreementDecember 7, 2000, the Company has issued and outstanding 45,149,952 215,359,897 shares of Common Stock. 12,880,000 The number of shares of Common Stock which are subject to issuance upon the conversion or exercise of presently issued and outstanding warrants and options of the CompanyCompany are as set forth in Schedule 4.4. 13,800,000 Schedule 4.4 sets forth the number of shares of Common Stock which are reserved for issuance under the Company's existing stock option plans. 166,667 No shares of the Company's Series A Preferred Stock have been preferred stock are issued and 166,667 shares are outstanding, which shares of Series A Preferred Stock are convertible into 166,667 shares of Common Stock. 125,000 shares of the Company's Series B Convertible Preferred Stock have been issued and no shares are outstanding. 187,500 shares of the Company's Series C Convertible Preferred Stock have been issued and no shares are outstanding. All of the shares of Common Stock and preferred stock of the Company issued to date outstanding have been duly and validly authorized and issued and are fully paid and non-assessable. Except as set forth above or as disclosed in Schedule 4.4, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesSubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of it subsidiaries its Subsidiaries is or may become bound to redeem or issue additional shares of capital stock of the Company or any of its subsidiaries the Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesthe Subsidiaries, (ii) there are no outstanding debt securities of the Company or any of its Subsidiaries, other than indebtedness to banks and other institutional lenders set forth on Schedule 4.4, and (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries the Subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Except as disclosed in Schedule 4.4, there are no securities or instruments containing any anti-dilution, right of first refusal, preemptive rights or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement. Upon issuance of the Securities, such securities will be duly and validly issued, fully paid and non-assessable.

Valid Issuance of Common Stock. The Company has an authorized capitalization consisting of 100,000,000 one hundred and fifty million (150,000,000) shares of Common Stock, par value $.0001 per share, and 20,000,000 no shares of preferred stock, par value $.0001 per share. As of the date of this AgreementMay 25, 2000, the Company has issued and outstanding 45,149,952 one hundred one million, four hundred seventy-eight thousand, eight hundred eighty-four (101,478,884) shares of Common Stock. 12,880,000 The number of shares of Common Stock are subject to issuance upon the conversion or exercise of presently issued and outstanding warrants and options of the CompanyCompany are as set forth in Schedule 4.4. 13,800,000 Schedule 4.4 sets forth the number of shares of Common Stock which are reserved for issuance under the Company's existing stock option plans. 166,667 No shares of the Company's Series A Preferred Stock have been preferred stock are issued and 166,667 shares are outstanding, which shares of Series A Preferred Stock are convertible into 166,667 shares of Common Stock. 125,000 shares of the Company's Series B Convertible Preferred Stock have been issued and no shares are outstanding. 187,500 shares of the Company's Series C Convertible Preferred Stock have been issued and no shares are outstanding. All of the shares of Common Stock and preferred stock of the Company issued to date outstanding have been duly and validly authorized and issued and are fully paid and non-assessable. Except as set forth above or as disclosed in Schedule 4.4, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesthe Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of it subsidiaries Subsidiaries is or may become bound to redeem or issue additional shares of capital stock of the Company or any of its subsidiaries the Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesthe Subsidiaries, (ii) there are no outstanding debt securities securities, other than indebtedness to banks and other institutional lenders set forth on Schedule 4.4, and (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries the Subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Except as disclosed in Schedule 4.4, there are no securities or instruments containing any anti-dilution, right of first refusal, preemptive rights or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement. Upon issuance of the Securities, such securities will be duly and validly issued, fully paid and non-assessable.

Valid Issuance of Common Stock. The Company has an authorized capitalization consisting of 100,000,000 50,000,000 shares of Common Stockcommon stock, par value of $.0001 .00025 per share, and 20,000,000 1,000,000 shares of preferred stock, par value of $.0001 .001 per share. As of the date of this Agreement, the Company has issued and outstanding 45,149,952 34,641,990 shares of Common Stock. 12,880,000 10,827,695 shares of Common Stock are subject to issuance upon conversion of debentures and 2,031,500 shares of Common Stock are subject to issuance upon the conversion or exercise of presently issued and outstanding warrants and options, including options of the Company. 13,800,000 shares of Common Stock are reserved for issuance under the Company's issued pursuant to an existing stock option plansplan. 166,667 No shares of the Company's Series A Preferred Stock preferred stock are outstanding or have been issued and 166,667 shares are outstanding, which shares of Series A Preferred Stock are convertible into 166,667 shares of Common Stock. 125,000 shares of the Company's Series B Convertible Preferred Stock have been issued and no shares are outstanding. 187,500 shares of the Company's Series C Convertible Preferred Stock have been issued and no shares are outstandingauthorized for issuance for any purpose. All of the shares of Common Stock and preferred stock of the Company issued to date have been duly and validly authorized and issued and are fully paid and non-assessable. Except as set forth above or as disclosed in Schedule 4.4above, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of it subsidiaries is or may become bound to redeem or issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any and shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities ActCompany. Except as disclosed in Schedule 4.4, there There are no securities or instruments containing any anti-dilution, right of first refusal, preemptive rights or similar provisions that will be triggered by the issuance of the Securities as described in Shares pursuant to this Agreement. Upon the issuance of the Securitiessuch Shares, such securities they will be duly and validly issued, fully paid and non-assessable.

Valid Issuance of Common Stock. The Company has an authorized capitalization consisting of 100,000,000 one hundred fifty million (150,000,000) shares of Common Stock, par value $.0001 per share, and 20,000,000 no shares of preferred stock, par value $.0001 per share. As of the date of this AgreementDecember 1, 2000, the Company has issued and outstanding 45,149,952 forty-one million five hundred forty-one thousand four hundred sixty-seven (41,541,467) shares of Common Stock. 12,880,000 There are no shares of Common Stock preferred stock which are subject to issuance upon authorized in the conversion or exercise Certificate of presently issued and outstanding warrants and options Incorporation of the Company. 13,800,000 shares of Common Stock are reserved for issuance under the Company's existing stock option plans. 166,667 shares of the Company's Series A Preferred Stock have been issued and 166,667 shares are outstanding, which shares of Series A Preferred Stock are convertible into 166,667 shares of Common Stock. 125,000 shares of the Company's Series B Convertible Preferred Stock have been issued and no shares are outstanding. 187,500 shares of the Company's Series C Convertible Preferred Stock have been issued and no shares are outstanding. All of the shares of Common Stock and preferred stock of the Company issued to date outstanding have been duly and validly authorized and issued and are fully paid and non-assessable. Except as set forth above or as disclosed in Schedule 4.4above, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesthe Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of it subsidiaries Subsidiaries is or may become bound to redeem or issue additional shares of capital stock of the Company or any of its subsidiaries the Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesthe Subsidiaries, (ii) there are no outstanding debt securities securities, and (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries the Subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Except as disclosed in Schedule 4.4, there There are no securities or instruments containing any anti-dilution, right of first refusal, preemptive rights or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement. Upon issuance of the Securities, such securities will be duly and validly issued, fully paid and non-assessable.

Valid Issuance of Common Stock. The Company has an authorized ------------------------------ capitalization consisting of 100,000,000 one hundred million (100,000,000) shares of Common Stock, par value $.0001 per share, and 20,000,000 five million (5,000,000) shares of preferred stock, par value $.0001 per share. As of the date of this AgreementJuly 21, 2000 the Company has issued and outstanding 45,149,952 shares of Common Stock. 12,880,000 had (i) 51,453,667 shares of Common Stock are issued and outstanding, (ii) no shares of preferred stock issued and outstanding, (iii) 166,740 shares of Common Stock subject to issuance upon the conversion or exercise of presently issued and outstanding warrants and options of the Company. 13,800,000 , (iv) 7,145,894 shares of Common Stock subject to issuance upon the conversion or exercise of presently issued and outstanding options of the Company and (v) 14,618,341 shares of Common Stock which are reserved for issuance under the Company's existing stock option plans. 166,667 shares of the Company's Series A Preferred Stock have been issued and 166,667 shares are outstanding, which shares of Series A Preferred Stock are convertible into 166,667 shares of Common Stock. 125,000 shares of the Company's Series B Convertible Preferred Stock have been issued and no shares are outstanding. 187,500 shares of the Company's Series C Convertible Preferred Stock have been issued and no shares are outstanding. All of the shares of Common Stock and preferred stock of the Company issued to date outstanding have been duly and validly authorized and issued and are fully paid and non-assessable. Except as set forth above or as disclosed in Schedule 4.4, as As of the date of this Agreement, except as may be set forth above, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesthe Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of it subsidiaries Subsidiaries is or may become bound to redeem or issue additional shares of capital stock of the Company or any of its subsidiaries the Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesthe Subsidiaries, (ii) there are no outstanding debt securities securities, other than indebtedness to banks and other institutional lenders set forth on Schedule 6.4 and (iii) except for arrangements disclosed in filings by ------------ the Company with the SEC, there are no agreements or arrangements under which the Company or any of its subsidiaries the Subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Except as disclosed may be set forth in Schedule 4.46.4, there are no securities or instruments containing any anti-anti- ------------ dilution, right of first refusal, preemptive rights or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement. Upon issuance of the Securities, such securities will be duly and validly issued, fully paid and non-assessable.

Valid Issuance of Common Stock. The Company has an authorized capitalization consisting of 100,000,000 two hundred million (200,000,000) shares of Common Stock, par value $.0001 per share, and 20,000,000 no shares of preferred stock, par value $.0001 per share. As of the date of this AgreementAugust 31, 1999, the Company has issued and outstanding 45,149,952 sixty- six million seven hundred eight-three thousand seven hundred seventy-five (66,783,775) shares of Common Stock. 12,880,000 The number of shares of Common Stock are subject to issuance upon the conversion or exercise of presently issued and outstanding warrants and options of the CompanyCompany are as set forth in Schedule 4.4. 13,800,000 Schedule 4.4 sets forth the number of shares of Common Stock which are reserved for issuance under the Company's existing stock option plans. 166,667 No shares of the Company's Series A Preferred Stock have been preferred stock are issued and 166,667 shares are outstanding, which shares of Series A Preferred Stock are convertible into 166,667 shares of Common Stock. 125,000 shares of the Company's Series B Convertible Preferred Stock have been issued and no shares are outstanding. 187,500 shares of the Company's Series C Convertible Preferred Stock have been issued and no shares are outstanding. All of the shares of Common Stock and preferred stock of the Company issued to date outstanding have been duly and validly authorized and issued and are fully paid and non-assessable. Except as set forth above or as disclosed in Schedule 4.4, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesthe Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of it subsidiaries Subsidiaries is or may become bound to redeem or issue additional shares of capital stock of the Company or any of its subsidiaries the Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesthe Subsidiaries, (ii) there are no outstanding debt securities securities, other than indebtedness to banks and other institutional lenders set forth on Schedule 4.4, and (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries the Subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Except as disclosed in Schedule 4.4, there are no securities or instruments containing any anti-dilution, right of first refusal, preemptive rights or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement. Upon issuance of the Securities, such securities will be duly and validly issued, fully paid and non-assessable.

Valid Issuance of Common Stock. The authorized capital stock of the Company has an authorized capitalization consisting consists of 100,000,000 99,288,000 shares of Class A Common Stock, no par value $.0001 per share, of which 47,443,971 shares are issued and 20,000,000 outstanding as of January 24, 2000; 712,000 shares of Class B Common Stock, no par value per share, of which 440,000 are issued and outstanding as of January 24, 2000, and 9,999,500 shares of preferred stock, no par value $.0001 per share. As , of the date which 1,000,000 have been designated as Series C Junior Participating, none of this Agreement, the Company has which shares are issued and outstanding 45,149,952 as of January 24, 2000 and 500 of which have been designated as Series D Redeemable Convertible Preferred Stock, none of which shares are issued and outstanding as of Common StockJanuary 24, 2000. 12,880,000 All of the outstanding shares of Common Stock are subject to issuance upon the conversion or exercise of presently issued and outstanding warrants and options of the Company. 13,800,000 shares of Common Stock are reserved for issuance under the Company's existing stock option plans. 166,667 shares of the Company's Series A Preferred Stock have been issued and 166,667 shares are outstanding, which shares of Series A Preferred Stock are convertible into 166,667 shares of Common Stock. 125,000 shares of the Company's Series B Convertible Preferred Stock have been issued and no shares are outstanding. 187,500 shares of the Company's Series C Convertible Preferred Stock have been issued and no shares are outstanding. All of the shares of Common Stock and preferred stock of the Company issued to date have been duly and validly authorized and issued and are fully paid and non-assessable. Except as set forth above or as disclosed in Schedule 4.4, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of it subsidiaries is or may become bound to redeem or issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights 9 to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesCompany, (ii) there are no outstanding debt securities and (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Except as disclosed in Schedule 4.4, there are no securities or instruments containing any anti-dilution, right of first refusal, preemptive rights or similar provisions that will be triggered by the issuance of the Securities Shares as described in this Agreement. Upon issuance of the SecuritiesShares, such securities will be duly and validly issued, fully paid and non-assessable.

Valid Issuance of Common Stock. The Company has an authorized capitalization consisting of 100,000,000 one hundred million (100,000,000) shares of Common Stock, par value $.0001 per share, and 20,000,000 no shares of preferred stock, par value $.0001 per share. As of the date of this AgreementJune 15, 2000, the Company has issued and outstanding 45,149,952 eighteen million five hundred eighty-six thousand two hundred ten (18,586,210) shares of Common Stock. 12,880,000 The Company also has outstanding 666,666 units, which consist of one share of restricted common stock and one Class A redeemable common stock purchase warrant. Each Class A warrant entitles the holder to purchase for $2.04 one share of common stock and one Class B common stock purchase warrant, through December 31, 1999. The Company has the right to redeem the unexercised warrants on thirty days written notice for $0.001 per warrant. Each Class B warrant entitles the holder to purchase one share of common stock at $3.00 per share and is exercisable through December 31, 2000 (extended from December 31, 1999). There are no shares of Common Stock preferred stock which are subject to issuance upon authorized in the conversion or exercise Certificate of presently issued and outstanding warrants and options Incorporation of the Company. 13,800,000 shares of Common Stock are reserved for issuance under the Company's existing stock option plans. 166,667 shares of the Company's Series A Preferred Stock have been issued and 166,667 shares are outstanding, which shares of Series A Preferred Stock are convertible into 166,667 shares of Common Stock. 125,000 shares of the Company's Series B Convertible Preferred Stock have been issued and no shares are outstanding. 187,500 shares of the Company's Series C Convertible Preferred Stock have been issued and no shares are outstanding. All of the shares of Common Stock and preferred stock of the Company issued to date outstanding have been duly and validly authorized and issued and are fully paid and non-assessable. Except as set forth above or as disclosed in Schedule 4.4above, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesthe Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of it subsidiaries Subsidiaries is or may become bound to redeem or issue additional shares of capital stock of the Company or any of its subsidiaries the Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesthe Subsidiaries, (ii) there are no outstanding debt securities securities, and (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries the Subsidiaries is obligated to register the sale of any of their securities under the Securities Act. Except as disclosed in Schedule 4.4, there There are no securities or instruments containing any anti-dilution, right of first refusal, preemptive rights or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement. Upon issuance of the Securities, such securities will be duly and validly issued, fully paid and non-assessable.