Common use of EMI Clause in Contracts

EMI. As of the date hereof, the authorized capital stock of EMI consists of: (i) 15,000,000 shares of EMI Common Stock, par value $0.01 per share, of which as of the date of this Agreement, there were 7,369,100 shares issued and outstanding as of December 31, 1997; and (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share ("EMI Preferred Stock") of which as of the date of this Agreement there were no shares issued and outstanding. All outstanding shares of EMI Common Stock have been validly issued by EMI and are fully paid, non-assessable and free of preemptive rights. There are no subscriptions, options, warrants, calls, rights, contracts, commitments, understandings or arrangements relating to the issuance, sale or transfer by EMI of any shares of its Capital Stock, including any right of conversion or exchange under any outstanding security or other instrument, except as disclosed in EMI's Registration Statement on Form S-1 (No. 333-09777), or in its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q or its current reports on Form 8-K, (all as may have been amended from time to time) filed pursuant to the provisions of the Securities Act of 1933 and/or the Securities Exchange Act of 1934 with the Securities and Exchange Commission.