Common use of Parent and Merger Sub Capital Structure Clause in Contracts

Parent and Merger Sub Capital Structure. The authorized capital stock of Parent consists of 30,000,000 shares of Common Stock, of which there were 12,748,179 shares issued and outstanding as of November 6, 1998 and 2,000,000 shares of Preferred Stock, 30,000 of which have been designated Series A Preferred Stock, none of which are issued and outstanding, and 662,500 of which have been designated Series B Convertible Preferred Stock, 562,000 of which are issued and outstanding. As of November 6, 1998, there were outstanding options to purchase 1,425,565 shares of Parent Common Stock. Except as described herein and as set forth in Section 3.2 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent is a party or by which it is bound obligating Parent to issue, deliver or sell, or cause to be issued delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnerships interests or similar ownership interest of Parent. All outstanding shares of Parent Common Stock and Series B Convertible Preferred Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation, Certificate of Designation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 1000 shares of Common Stock, $0.001 par value, all of which, as of the date hereof, are issued and outstanding and are held by Parent. Merger Sub was formed on or about December 17, 1998 for the purpose of consummating the Merger and has no material assets or liabilities except as necessary for such purpose.