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 (i) 40,000,000 shares of Common Stock, of which, as of the date hereof, 5,243,956 shares were issued and outstanding (excluding shares held as treasury shares), and 194,884 shares of Common Stock are held as treasury shares and (ii) 5,000,000 shares of preferred stock, no shares of which are issued or outstanding. All of the Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of the date hereof, (i) 580,555 shares of Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding Stock Options 12 17 and (ii) 34,000 shares of Common Stock are issuable under the 1997 Stock Plan pursuant to Section 2.11(d). Section 3.2(a) of the Disclosure Schedule sets forth the outstanding Stock Options. Except as set forth above, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or 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 its subsidiaries, and no obligations of the Company or 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 its subsidiaries or other similar rights (e.g., phantom stock or stock appreciation rights). Except for the Voting Agreements and agreements issued under the Company Plans, there are no stockholder, voting, repurchase or similar agreements or understandings to which the Company is a party or otherwise bound relating to the transfer, voting or repurchase of any shares of capital stock of the Company. (b) Except as set forth on Schedule 3.2(b) of the Disclosure Schedule, or as publicly disclosed by the Company, all of the issued and outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and are 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). There are no securities of the Company or its subsidiaries issued and outstanding that are convertible into or exchangeable for, no options or other rights to acquire from the Company or 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. There are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary. For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, claim, security interest or encumbrance 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 (i) 40,000,000 shares of Common Stock, of which, as of the date hereof, 5,243,956 shares were issued and outstanding (excluding shares held as treasury shares), and 194,884 shares of Common Stock are held as treasury shares and (ii) 5,000,000 shares of preferred stock, no shares of which are issued or outstanding. All of the Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of the date hereof, (i) 580,555 shares of Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding Stock Options 12 17 18 and (ii) 34,000 shares of Common Stock are issuable under the 1997 Stock Plan pursuant to Section 2.11(d). Section 3.2(a) of the Disclosure Schedule sets forth the outstanding Stock Options. Except as set forth above, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or 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 its subsidiaries, and no obligations of the Company or 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 its subsidiaries or other similar rights (e.g., phantom stock or stock appreciation rights). Except for the Voting Agreements and agreements issued under the Company Plans, there are no stockholder, voting, repurchase or similar agreements or understandings to which the Company is a party or otherwise bound relating to the transfer, voting or repurchase of any shares of capital stock of the Company. (b) Except as set forth on Schedule 3.2(b) of the Disclosure Schedule, or as publicly disclosed by the Company, all of the issued and outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and are 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). There are no securities of the Company or its subsidiaries issued and outstanding that are convertible into or exchangeable for, no options or other rights to acquire from the Company or 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. There are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary. For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, claim, security interest or encumbrance 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 (i) 40,000,000 750,000 shares of common stock, par value $0.10 per share ("Company Common Stock"), of whichwhich 100 shares are issued and outstanding as of the date hereof ("Company Issued Shares"), all of which are owned beneficially and of record by Seller. All of the Company Issued Shares are duly authorized, validly issued, fully paid and non-assessable and are free of preemptive rights. (b) Except as set forth in this Section 2.3, as of the date hereof, 5,243,956 shares were issued and outstanding (excluding shares held as treasury shares), and 194,884 shares of Common Stock there are held as treasury shares and (ii) 5,000,000 shares of preferred stock, no shares of which are issued or outstanding. All of the Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of the date hereof, (i) 580,555 shares of Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding Stock Options 12 17 and (ii) 34,000 shares of Common Stock are issuable under the 1997 Stock Plan pursuant to Section 2.11(d). Section 3.2(a) of the Disclosure Schedule sets forth the outstanding Stock Options. Except as set forth above, there are outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or 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 acquire, or its subsidiaries, and no obligations of the Company or its subsidiaries any of the Subsidiaries to issue, any capital stock, voting securities 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 its subsidiaries Company, or other similar rights (e.g., phantom stock or including stock appreciation rights). Except for the Voting Agreements and agreements issued under ; (v) outstanding obligations of the Company Plansor any of the Subsidiaries to repurchase, there redeem or otherwise acquire any securities of the Company. There are no stockholderstockholder agreements, voting, repurchase voting trusts or similar other agreements or understandings to which the Company or any of the Subsidiaries is a party or otherwise to which it is bound relating to the transfer, voting or repurchase of any shares of capital stock of the CompanyCompany or any Subsidiary. (bc) Except as set forth on Schedule 3.2(b) All of the Disclosure Schedule, or as publicly disclosed by the Company, all of the issued and outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and are the Company's Subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as hereinafter defined) Encumbrance or any other limitation or restriction (including including, without limitation, any restriction on the right to vote or sell the same, ) except for the Permitted Encumbrances and as may otherwise be provided as a matter of law)under applicable Legal Requirements. There are no debt or equity securities of the Company or its subsidiaries issued and outstanding that are the Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiariesthe Subsidiaries, and no other contract, understanding, arrangement arrangement, or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectlyindirectly of, of any capital stock or other ownership interests in, or any other securities of, any subsidiarySubsidiary of the Company. There are no outstanding contractual obligations of the Company or its subsidiaries the Subsidiaries to repurchase, redeem redeem, or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary. For purposes Subsidiary of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, claim, security interest or encumbrance of any kind in respect of such assetthe Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 40,000,000 100,000,000 shares of Common Stock, Stock of which, as of the date hereofJuly 31, 5,243,956 shares 1997, 4,929,313 Shares were issued and outstanding (excluding shares held as treasury shares), and 194,884 shares of Common Stock are held as treasury shares and (ii) 5,000,000 shares of preferred stock, no shares of which are issued or outstanding. All outstanding shares of capital stock of the Shares Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of the date hereof, (i) 580,555 shares of Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding Stock Options 12 17 and (ii) 34,000 shares of Common Stock are issuable under the 1997 Stock Plan pursuant to Section 2.11(d). Section 3.2(a) of the Disclosure Schedule sets forth the outstanding Stock Options. Except as set forth aboveon Schedule 2.2 hereof, as of July 31, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company or its subsidiariesCompany, and no obligations obligation of the Company or its subsidiaries to issue, deliver or sell 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, performance shares, interests in the ownership or earnings of the Company or its subsidiaries or other similar rights issued by the Company (e.g.collectively, phantom stock or stock appreciation rights"Company Securities"). Except for the Voting Agreements and agreements issued under the Company Plans, there are no stockholder, voting, repurchase or similar agreements or understandings to which the Company is a party or otherwise bound relating to the transfer, voting or repurchase of any shares of capital stock of the Company. (b) Except as set forth on Schedule 3.2(b) of the Disclosure Schedule2.2 hereto, or as publicly disclosed by the Company, all of the issued and outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and are 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). There are no securities of the Company or its subsidiaries issued and outstanding that are convertible into or exchangeable for, no options or other rights to acquire from the Company or 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. There there are no outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other ownership interests in encumbrances of any subsidiary. For purposes of this Agreementnature whatsoever (collectively, "Lien" meansLiens"). Except as set forth on Schedule 2.2 hereto, with respect to any asset (includingthere are no existing options, without limitation, any security) any mortgage, lien, pledge, charge, claim, security interest calls or encumbrance commitments of any kind in respect character relating to the issued or unissued capital stock or other equity securities of such assetany subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 40,000,000 750,000 shares of Common Stockcommon stock, par value $0.10 per share ("COMPANY COMMON STOCK"), of whichwhich 100 shares are issued and outstanding as of the date hereof ("COMPANY ISSUED SHARES"), all of which are owned beneficially and of record by Seller. All of the Company Issued Shares are duly authorized, validly issued, fully paid and non-assessable and are free of preemptive rights. (b) Except as set forth in this Section 2.3, as of the date hereof, 5,243,956 shares were issued and outstanding (excluding shares held as treasury shares), and 194,884 shares of Common Stock there are held as treasury shares and (ii) 5,000,000 shares of preferred stock, no shares of which are issued or outstanding. All of the Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of the date hereof, (i) 580,555 shares of Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of outstanding Stock Options 12 17 and (ii) 34,000 shares of Common Stock are issuable under the 1997 Stock Plan pursuant to Section 2.11(d). Section 3.2(a) of the Disclosure Schedule sets forth the outstanding Stock Options. Except as set forth above, there are outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or 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 acquire, or its subsidiaries, and no obligations of the Company or its subsidiaries any of the Subsidiaries to issue, any capital stock, voting securities 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 its subsidiaries Company, or other similar rights (e.g., phantom stock or including stock appreciation rights). Except for the Voting Agreements and agreements issued under ; (v) outstanding obligations of the Company Plansor any of the Subsidiaries to repurchase, there redeem or otherwise acquire any securities of the Company. There are no stockholderstockholder agreements, voting, repurchase voting trusts or similar other agreements or understandings to which the Company or any of the Subsidiaries is a party or otherwise to which it is bound relating to the transfer, voting or repurchase of any shares of capital stock of the CompanyCompany or any Subsidiary. (bc) Except as set forth on Schedule 3.2(b) All of the Disclosure Schedule, or as publicly disclosed by the Company, all of the issued and outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and are the Company's Subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as hereinafter defined) Encumbrance or any other limitation or restriction (including including, without limitation, any restriction on the right to vote or sell the same, ) except for the Permitted Encumbrances and as may otherwise be provided as a matter of law)under applicable Legal Requirements. There are no debt or equity securities of the Company or its subsidiaries issued and outstanding that are the Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiariesthe Subsidiaries, and no other contract, understanding, arrangement arrangement, or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectlyindirectly of, of any capital stock or other ownership interests in, or any other securities of, any subsidiarySubsidiary of the Company. There are no outstanding contractual obligations of the Company or its subsidiaries the Subsidiaries to repurchase, redeem redeem, or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary. For purposes Subsidiary of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, claim, security interest or encumbrance of any kind in respect of such assetthe Company.