Common use of Capitalization of the Company and its Subsidiaries Clause in Contracts

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of: 40,000,000 shares of Company Common Stock and 20,000,000 shares of preferred stock, par value $1.00 per share (the "PREFERRED STOCK"). As of June 9, 1999, 14,276,682 shares of Company Common Stock are issued and outstanding, no shares of the Preferred Stock are outstanding. All of the Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of June 9, 1999, a total of 1,498,920 Shares are reserved for issuance pursuant to outstanding Stock Options under the Company Stock Plans, and no other Shares are subject to issuance pursuant to Stock Options. Set forth in Section 3.2(a) of the Company Disclosure Schedules is a complete and accurate list of the Company Stock Plans and the number of Shares reserved for issuance pursuant to Stock Options outstanding as of June 9, 1999 under each such Company Stock Plan, and no other Shares are subject to issuance pursuant to such Company Stock Plans. Since June 9, 1999, no shares of the Company's capital stock have been issued other than pursuant to Stock Options set forth on the Stock Option List and, since June 9, 1999, no stock options have been granted. Except as set forth above and except for the Rights to, among other things, purchase Series A Participating Preferred Stock issued pursuant to the Rights Agreement, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or any of its Subsidiaries, and no obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of its Subsidiaries or other similar rights (collectively, "COMPANY SECURITIES"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding, capital stock of, or other ownership interests in, each Subsidiary of the Company, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). All such shares have been validly issued, fully paid and nonassessable, and have been issued free of preemptive rights. There are no securities of the Company or any of its Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of its Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any Subsidiary of the Company. There are no contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary of the Company. For purposes of this Agreement, "LIEN" means, with respect to any asset (including, without limitation, any security) any option, claim, mortgage, lien, pledge, charge, security interest or encumbrance or restrictions of any kind in respect of such asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of: 40,000,000 shares of Company 50,000,000 Common Stock Shares and 20,000,000 shares of preferred stock, par value $1.00 0.01 per share (the "PREFERRED STOCKPreferred Shares"). As of June 9March 3, 19992000, 14,276,682 shares of Company 13,753,359 Common Stock are Shares were issued and outstanding, outstanding and no shares of the Preferred Stock are Shares were outstanding. All of the Common Shares have been duly authorized, validly issued, and are fully paid, nonassessable and free of preemptive rightsrights or other similar rights (except for vesting and transfer restrictions on restricted shares issued under the Stock Plans). As The Company has no commitments to issue or deliver any Common Shares or Preferred Shares except that, as of June 9, 1999the date hereof, a total of 1,498,920 2,185,713 Common Shares are reserved for issuance pursuant to outstanding Stock Options under the Company Stock Plans, and no other Shares are subject to issuance pursuant to Stock Options. Set forth in Section 3.2(a) of the Company Disclosure Schedules is a complete and accurate list of the Company Stock Plans and the number of Shares reserved for issuance pursuant to Stock Options outstanding as of June 9, 1999 under each such Company Stock Plan, and no other Shares are subject to issuance pursuant to such Company Stock Plans. Since June 9March 3, 19992000, no shares of the Company's capital stock have been issued other than pursuant to Stock Options set forth already in existence on the Stock Option List andsuch date, since June 9, 1999, and no stock options Options have been granted. Section 4.2 of the Company Disclosure Schedule contains a correct and complete list of each outstanding Option, including the holder, date of grant, exercise price and number of Shares subject thereto. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Lien (as defined below). Except as set forth above and except for or in Section 4.2 of the Rights to, among other things, purchase Series A Participating Preferred Stock issued pursuant to the Rights AgreementCompany Disclosure Schedule, there are no Common Shares or Preferred Shares authorized, reserved, issued or outstanding (i) and there are no shares of capital stock preemptive or other voting securities of the Companyoutstanding rights, (ii) no securities of the Company or any of its Subsidiaries convertible into subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights agreements, arrangements or commitments of any character relating to acquire from the Company issued or any of its Subsidiaries, and no obligations of the Company unissued share capital or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the other ownership or earnings interest of the Company or any of its Subsidiaries or any other similar rights (collectively, "COMPANY SECURITIES"). There are no outstanding securities or obligations of the Company convertible or any of its Subsidiaries to repurchase, redeem exchangeable into or otherwise acquire any Company Securities. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding, capital stock ofexercisable for, or other ownership interests in, each Subsidiary of the Company, is owned by the Company, directly or indirectly, free and clear of giving any Lien or any other limitation or restriction (including any restriction on the Person a right to vote subscribe for or sell the sameacquire, except as may be provided as a matter of law). All such shares have been validly issued, fully paid and nonassessable, and have been issued free of preemptive rights. There are no any securities of the Company or any of its Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of its Subsidiaries, and no other contractsecurities evidencing such rights are authorized, understandingissued or outstanding. The Company does not have outstanding any bonds, arrangement or obligation (whether or not contingent) providing for the issuance or saledebentures, directly or indirectly, of any capital stock notes or other ownership interests in, obligations the holders of which have the right to vote (or any other convertible or exchangeable into or exercisable for securities of, any Subsidiary of having the Company. There are no contractual obligations right to vote) with the stockholders of the Company or on any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary of the Companymatter. For purposes of this Agreement, "LIENLien" means, with respect to any asset (including, without limitation, including any security) any option, claim, mortgage, lien, pledge, charge, security interest or encumbrance or restrictions of any kind in respect of such asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of: 40,000,000 shares of (i) 120 million Shares, of which, as of November 30, 2000, 45,518,647 Shares were issued and outstanding, excluding 2,734,083 Shares held in the Company's treasury, (each together with a Share purchase right (the "Rights") issued pursuant to the Stockholder Rights Plan dated as of August 17, 1994 (the "Rights Plan") between the Company Common Stock and 20,000,000 The Bank of New York, as Rights Agent), (ii) 22 million shares of preferred stock, par value $1.00 5.00 per share (the "PREFERRED STOCK"). As share, of June 9which, 1999as of November 30, 14,276,682 2000, 410,643 shares of Company Common Series B $2 Cumulative Preferred Stock are were issued and outstandingoutstanding and 150,000 shares were designated as Series A Participating Preferred Stock and were reserved for issuance under the Rights Plan and (iii) 8 million shares of preference stock, par value $2.50 per share, no shares of the Preferred Stock which are outstanding. All of the outstanding Shares have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. As of June 9November 30, 19992000, a total of 1,498,920 5,194,720 Shares are were reserved for issuance pursuant to outstanding Stock Options under the Company Stock Plans, and no other Shares are subject to issuance pursuant to Stock Options. Set forth in Section 3.2(a) of the Company Disclosure Schedules is a complete and accurate list of the Company Stock Plans Between August 1, 2000 and the number of Shares reserved for issuance pursuant to Stock Options outstanding as of June 9, 1999 under each such Company Stock Plan, and no other Shares are subject to issuance pursuant to such Company Stock Plans. Since June 9, 1999date hereof, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options set forth already in existence on such date, and between August 1, 2000 and the Stock Option List and, since June 9, 1999, date hereof no stock options have been granted. Except as set forth above and except for the Rights toRights, among other thingsas of November 30, purchase Series A Participating Preferred Stock issued pursuant to the Rights Agreement2000, there are were outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its Subsidiaries subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or any of its Subsidiariessubsidiaries and, and no obligations of the Company or any of its Subsidiaries subsidiaries to issue, issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, Company and (iv) no equity equivalents, equivalent interests in the ownership or earnings of the Company or any of its Subsidiaries or other similar rights subsidiaries (collectively, collectively "COMPANY SECURITIESCompany Securities"). There As of the date hereof, there are no outstanding obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, repurchase redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or registration of any shares of capital stock of the Company. (b) Except as set forth in Section 3.2(b) All of the Company Disclosure Schedule, all of the outstanding, outstanding capital stock of, or other ownership interests in, each Subsidiary of the Company, 's subsidiaries (other than director's qualifying shares in the case of foreign subsidiaries) is owned by the Company, or one of its subsidiaries, directly or indirectly, free and clear of any material Lien or any other material limitation or restriction (including any restriction on the right to vote or sell the same, same except as may be provided as a matter of law). All such shares have been validly issued, fully paid ) and nonassessable, and have been issued free except for any Liens which are incurred in the ordinary course of preemptive rightsbusiness. There are no securities of the Company or any of its Subsidiaries subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of its Subsidiaries, subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for for, the issuance or sale, directly or indirectly, by the Company or any of its subsidiaries of any capital stock or other ownership interests in, in or any other securities of, of any Subsidiary subsidiary of the Company. There are no outstanding contractual obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, repurchase redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary subsidiary of the Company. For purposes of this Agreement, "LIENLien" means, with respect to any asset (including, including without limitationlimitation any security), any security) any option, claim, mortgage, lien, pledge, charge, security interest or encumbrance or restrictions of any kind in respect of such asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of: 40,000,000 20,000,000 shares of Company Common Stock and 20,000,000 1,000,000 shares of preferred stock, par value $1.00 .001 per share (the "PREFERRED STOCKPreferred Stock"). As of June 9November 6, 19991998, 14,276,682 shares of Company 5,182,973 Common Stock are Shares were issued and outstanding, outstanding and no shares of the Preferred Stock are were outstanding. All of the Common Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of June 9November 6, 19991998, a total of 1,498,920 999,906 Common Shares are reserved for issuance pursuant to outstanding Options under the Stock Plans, of which (i) 65,320 Common Shares are reserved for issuance pursuant to outstanding Stock Options under the Company Company's 1991 Stock PlansOption Plan, and no other (ii) 475,032 Common Shares are subject to issuance pursuant to Stock Options. Set forth in Section 3.2(a) of the Company Disclosure Schedules is a complete and accurate list of the Company Stock Plans and the number of Shares reserved for issuance pursuant to outstanding Stock Options under the Company's 1995 Stock Option Plan, (iii) 454,554 Common Shares are reserved for issuance pursuant to outstanding as of June 9Stock Options under the Company's 1997 Stock Option Plan, 1999 (iv) 5,000 Common Shares are reserved for issuance pursuant to outstanding Stock Options under each such Company Stock the Company's 1997 Director Plan, and no other (v) assuming that the Option Cancellation Time were to occur on or about November 6, 1999, approximately 1,900 Common Shares are subject to issuance pursuant to such Company would have been issuable upon the exercise of Purchase Plan Options under the Employee Stock PlansPurchase Plan at a price of $12.86 per Common Share. Since June 9November 6, 19991998, no shares of the Company's capital stock have been issued other than pursuant to Stock Options set forth already in existence on the Stock Option List and, since June 9, 1999, such date and no stock options Options have been granted. Except as set forth above and except for the Rights to, among other things, purchase Series A Participating Preferred Stock issued pursuant to the Rights Agreement, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or any of its Subsidiaries, and no obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of its Subsidiaries or other similar rights (collectively, "COMPANY SECURITIESCompany Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. (b) Except as set forth in Section 3.2(b) All of the Company Disclosure Schedule, all of the outstanding, outstanding capital stock of, or other ownership interests in, each Subsidiary of the Company, is owned by the Company, directly or indirectly, free and clear of any Lien (as defined herein) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). All such shares have been validly issued, fully paid and nonassessable, and have been issued free of preemptive rights. There are no securities of the Company or any of its Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of its Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any Subsidiary of the Company. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary of the Company. For purposes of this Agreement, "LIENLien" means, with respect to any asset (including, without limitation, any security) any option, claim, mortgage, lien, pledge, charge, security interest or encumbrance or restrictions of any kind in respect of such asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of: 40,000,000 of Twenty-Five Million (25,000,000) shares of Company Common Stock, of which, as of March 31, 1998, (i) Ten Million One Hundred Twenty-Six Thousand Eight Hundred Fifty-Seven (10,126,857) shares of Company Common Stock were issued and 20,000,000 outstanding, and (ii) Two Hundred Fifty-Nine (259) shares of preferred stock, Ten Dollars ($10.00) par value $1.00 per share (the "PREFERRED STOCK"). As of June 9, 1999, 14,276,682 shares of Company Common Stock are issued and outstandingshare, no shares of the Preferred Stock which have been issued or are outstanding. All of the Shares shares of Company Common Stock have been validly issued, issued and are fully paid, nonassessable non assessable and free of preemptive rights. As of June 9the date hereof, 1999, a total Two Hundred Sixteen Thousand Four Hundred Fifty (216,450) shares of 1,498,920 Shares are Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Common Stock Options all of which were issued pursuant to outstanding Stock Options under the Company Stock Plans, and no other Shares are subject to issuance pursuant to Stock Options. Set forth in Section 3.2(a) of the Company Disclosure Schedules is a complete and accurate list of the Company Stock Option Plans and the number of Shares reserved for issuance pursuant to Stock Options outstanding (as of June 9, 1999 under each such Company Stock Plan, and no other Shares are subject to issuance pursuant to such Company Stock Plansherein defined). Since June 9December 31, 19991997, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options set forth already issued and outstanding on such date and other than 9,057 shares of Common Stock issued pursuant to the Company's 1993 Annual Incentive Plan for Key Employees (the "1993 Annual Incentive Plan") which are outstanding on the Stock Option List anddate hereof. Since December 31, since June 9, 19991997, no stock options have been granted. Except as set forth above and except for the Rights to, among other things, purchase Series A Participating Preferred Stock issued pursuant to the Rights Agreementabove, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options options, warrants, calls, subscriptions, or other rights rights, arrangements, agreements or commitments to acquire from the Company or any of its Subsidiaries, and no obligations obligations, arrangements, agreements or commitments of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of its Subsidiaries or other similar rights (collectively, "COMPANY SECURITIESCompany Securities"). There are no outstanding obligations obligations, arrangements, agreements or commitments of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. As of the date hereof, no employees, directors, consultants and others have exercised the right to purchase shares of Common Stock which have yet to be issued under the Option Plans. (b) Except as set forth in Section 3.2(b) All of the Company Disclosure Schedule, all of the outstanding, outstanding capital stock of, or other ownership interests in, of each Subsidiary of the Company, has been validly issued and are fully paid and non-assessable and is owned by the Company, directly or indirectly, free and clear of any Lien (as hereinafter defined) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). All such shares have been validly issued, fully paid and nonassessable, and have been issued free of preemptive rights. There are no securities of the Company or any of its Subsidiaries convertible into or exchangeable for, no options options, warrants, calls, subscriptions, or other rights to acquire from the Company or any of its Subsidiaries, and no other contract, agreement, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any Subsidiary of the Company. There are no contractual obligations of the Company or any Subsidiary. There are no outstanding obligations, arrangements, agreements or commitments of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in the Company or any Subsidiary Subsidiary. To the knowledge of the Company, other than the Tender Agreement, there are no outstanding proxies with respect to the Company Common Stock and there are no agreements, arrangements or understandings by or among any persons which affect or relate to the voting of, or giving of written consents with respect to, the Company Common Stock. For purposes of this Agreement, "LIENLien" means, with respect to any asset (including, without limitation, any security) any option, claim, mortgage, lien, claim, pledge, charge, security interest or encumbrance or restrictions of any kind in respect of such asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of: 40,000,000 of 112,500,000 shares of Company Common Stock and 20,000,000 shares of preferred stock, par value $1.00 per share (the "PREFERRED STOCK")Stock. As of June 9September 17, 19992008, 14,276,682 (i) 52,652,675 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable, (ii) no shares of the Preferred Company Common Stock are outstanding. All held in the treasury of the Shares have been validly issuedCompany, (iii) no shares of Company Common Stock are held by any Subsidiary, (iv) 17,334,100 shares of Company Common Stock are reserved for issuance upon conversion of Company’s outstanding 7% convertible demand notes (the “Convertible Notes”), all of which are held by the Principal Stockholders and are fully paid, nonassessable will be converted immediately prior to the Effective Time and free (v) 10,212,181 shares of preemptive rights. As of June 9, 1999, a total of 1,498,920 Shares Company Common Stock are reserved for issuance pursuant to outstanding employee stock options pursuant to the Company Option Plan. Except as set forth in this Section 3.2(a) and except for the Company Stockholder’s Agreement, there are no options, warrants, convertible or exchangeable securities, unissued capital stock of the Company or any Subsidiary or other agreements obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Subsidiary, and there are no bonds, debentures, notes or other indebtedness having the right to vote on matters submitted to the Company’s stockholders. All shares of Company Common Stock Options reserved for issuance under the Company Stock PlansOption Plan or the Convertible Notes, upon issuance on the terms and no other Shares are subject to issuance conditions specified in the instruments pursuant to Stock Optionswhich they are issuable, will be validly issued, fully paid and nonassessable. Set Except as set forth in Section 3.2(a) of the Company Disclosure Schedules is a complete and accurate list of the Company Stock Plans and the number of Shares reserved for issuance pursuant to Stock Options outstanding as of June 9, 1999 under each such Company Stock Plan, and no other Shares are subject to issuance pursuant to such Company Stock Plans. Since June 9, 1999, no shares of the Company's capital stock have been issued other than pursuant to Stock Options set forth on the Stock Option List and, since June 9, 1999, no stock options have been granted. Except as set forth above and except for the Rights to, among other things, purchase Series A Participating Preferred Stock issued pursuant to the Rights AgreementSchedule, there are no outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or any of its Subsidiaries, and no contractual obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of its Subsidiaries or other similar rights (collectively, "COMPANY SECURITIES"). There are no outstanding obligations of the Company or any of its Subsidiaries Subsidiary to repurchase, redeem or otherwise acquire any shares of Company SecuritiesCommon Stock or any capital stock of any Subsidiary. Each outstanding share of capital stock or membership interest of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable, (to the extent such terms are applicable) and each such share or interest is owned by the Company or another Subsidiary free and clear of all Liens other than Permitted Liens. The authorized, issued and outstanding shares of capital stock or membership interests of each of the Company’s Subsidiaries and its jurisdiction of incorporation or organization is set forth in Section 3.2(a) of the Company Disclosure Schedule. (b) Except A true and complete list of record holders of the issued and outstanding Company Common Stock as of the date hereof, including the number of shares of Company Common Stock owned by each holder, is set forth in Section 3.2(b) of the Company Disclosure Schedule, all . (c) Section 3.2(c) of the outstandingCompany Disclosure Schedule sets forth a true and complete list, capital stock ofby Option holder, or other ownership interests in, each Subsidiary of outstanding Options as of the Companydate hereof including the number of Options granted, is owned by the Company, directly or indirectly, free date of grant and clear the applicable exercise price. The Company Option Plan authorizes the cancellation of any Lien or any other limitation or restriction Options at the Effective Time as provided in Section 2.6. (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). All such shares have been validly issued, fully paid and nonassessable, and have been issued free of preemptive rights. d) There are no securities agreements of stockholders, voting trusts or other agreements to which the Company or any of its Subsidiaries convertible into is a party or exchangeable for, no options or other rights to acquire from which it is bound relating to the Company or any of its Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, voting of any capital stock or shares of Company Common Stock (other ownership interests in, or any other securities of, any Subsidiary of than the Company. There are no contractual obligations Voting Agreement). (e) Section 3.2(e) of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or Disclosure Schedule sets forth the equity interests held by the Company in entities other ownership interests in any Subsidiary of the Company. For purposes of this Agreement, "LIEN" means, with respect to any asset (including, without limitation, any security) any option, claim, mortgage, lien, pledge, charge, security interest or encumbrance or restrictions of any kind in respect of such assetthan Subsidiaries.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of: 40,000,000 20,000,000 shares of Company Common Stock and 20,000,000 1,000,000 shares of preferred stock, par value $1.00 .001 per share (the "PREFERRED STOCK"). As of June 9November 6, 19991998, 14,276,682 shares of Company 5,182,973 Common Stock are Shares were issued and outstanding, outstanding and no shares of the Preferred Stock are were outstanding. All of the Common Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of June 9November 6, 19991998, a total of 1,498,920 999,906 Common Shares are reserved for issuance pursuant to outstanding Options under the Stock Plans, of which (i) 65,320 Common Shares are reserved for issuance pursuant to outstanding Stock Options under the Company Company's 1991 Stock PlansOption Plan, and no other (ii) 475,032 Common Shares are subject to issuance pursuant to Stock Options. Set forth in Section 3.2(a) of the Company Disclosure Schedules is a complete and accurate list of the Company Stock Plans and the number of Shares reserved for issuance pursuant to outstanding Stock Options under the Company's 1995 Stock Option Plan, (iii) 454,554 Common Shares are reserved for issuance pursuant to outstanding as of June 9Stock Options under the Company's 1997 Stock Option Plan, 1999 (iv) 5,000 Common Shares are reserved for issuance pursuant to outstanding Stock Options under each such Company Stock the Company's 1997 Director Plan, and no other (v) assuming that the Option Cancellation Time were to occur on or about November 6, 1999, approximately 1,900 Common Shares are subject to issuance pursuant to such Company would have been issuable upon the exercise of Purchase Plan Options under the Employee Stock PlansPurchase Plan at a price of $12.86 per Common Share. Since June 9November 6, 19991998, no shares of the Company's capital stock have been issued other than pursuant to Stock Options set forth already in existence on the Stock Option List and, since June 9, 1999, such date and no stock options Options have been granted. Except as set forth above and except for the Rights to, among other things, purchase Series A Participating Preferred Stock issued pursuant to the Rights Agreement, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or any of its Subsidiaries, and no obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of its Subsidiaries or other similar rights (collectively, "COMPANY SECURITIES"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. (b) Except as set forth in Section 3.2(b) All of the Company Disclosure Schedule, all of the outstanding, outstanding capital stock of, or other ownership interests in, each Subsidiary of the Company, is owned by the Company, directly or indirectly, free and clear of any Lien (as defined herein) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). All such shares have been validly issued, fully paid and nonassessable, and have been issued free of preemptive rights. There are no securities of the Company or any of its Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of its Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any Subsidiary of the Company. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary of the Company. For purposes of this Agreement, "LIEN" means, with respect to any asset (including, without limitation, any security) any option, claim, mortgage, lien, pledge, charge, security interest or encumbrance or restrictions of any kind in respect of such asset.