AS OF THE
CLOSING, BUYER WILL BE A SUBSIDIARY OF PARENT.
(B)
AS OF THE DATE HEREOF, (I) THE AUTHORIZED CAPITAL STOCK OF PARENT
(THE "PARENT CAPITAL STOCK") CONSISTS OF (A) 1,000 SHARES OF COMMON STOCK, OF
WHICH (1) 925 HAVE BEEN DESIGNATED PARENT CLASS A COMMON STOCK, AND (2) 75 HAVE
BEEN DESIGNATED CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE (THE "PARENT
CLASS B COMMON STOCK"), AND (B) 1,000 SHARES OF PREFERRED STOCK, PAR VALUE $0.01
PER SHARE (THE "PARENT PREFERRED STOCK"); (II) THERE ARE ISSUED AND OUTSTANDING
(A) 925 SHARES OF PARENT CLASS A COMMON STOCK AND 75 SHARES OF PARENT CLASS B
COMMON STOCK AND (B) NO SHARES OF PARENT PREFERRED STOCK; (III) EXCEPT FOR THE
PARENT CAPITAL STOCK, THERE ARE NO EQUITY SECURITIES OF PARENT ISSUED, RESERVED
FOR ISSUANCE OR OUTSTANDING; (IV) THE PARENT CAPITAL STOCK AND ANY OTHER EQUITY
SECURITIES OF PARENT HAVE BEEN DULY AUTHORIZED, AND ARE VALIDLY ISSUED, FULLY
PAID AND NONASSESSABLE; (V) THERE ARE NO PREEMPTIVE OR OTHER OUTSTANDING RIGHTS,
OPTIONS, WARRANTS, CONVERSION RIGHTS, STOCK APPRECIATION RIGHTS, REDEMPTION
RIGHTS, REPURCHASE RIGHTS, AGREEMENTS, ARRANGEMENTS OR COMMITMENTS OF ANY
CHARACTER UNDER WHICH PARENT IS OR MAY BECOME OBLIGATED TO ISSUE OR SELL, OR
GIVING ANY PERSON A RIGHT TO SUBSCRIBE FOR OR ACQUIRE, OR IN ANY WAY DISPOSE OF,
ANY SHARES OF PARENT CAPITAL STOCK OR OTHER EQUITY SECURITIES OF PARENT, AND NO
SECURITIES OR OBLIGATIONS EVIDENCING SUCH RIGHTS ARE AUTHORIZED, ISSUED OR
OUTSTANDING; (VI) THE OUTSTANDING PARENT CAPITAL STOCK AND OTHER EQUITY
SECURITIES OF PARENT ARE NOT SUBJECT TO ANY VOTING TRUST AGREEMENT OR OTHER
CONTRACT, AGREEMENT OR ARRANGEMENT RESTRICTING OR OTHERWISE RELATING TO THE
VOTING, DIVIDEND RIGHTS OR DISPOSITION OF SUCH STOCK OR OTHER EQUITY SECURITIES;
(VII) THERE ARE NO PHANTOM STOCK OR SIMILAR RIGHTS PROVIDING ECONOMIC BENEFITS
BASED, DIRECTLY OR INDIRECTLY, ON THE VALUE OR PRICE OF THE PARENT CAPITAL STOCK
OR OTHER EQUITY SECURITIES OF PARENT; (VIII) THERE ARE NOT ANY BONDS,
DEBENTURES, NOTES OR OTHER INDEBTEDNESS OF PARENT HAVING THE RIGHT TO VOTE (OR
CONVERTIBLE INTO, OR EXCHANGEABLE FOR, SECURITIES HAVING THE RIGHT TO VOTE) ON
ANY MATTERS ON WHICH HOLDERS OF THE PARENT CAPITAL STOCK MAY VOTE; AND
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(IX) THERE ARE NOT ANY OUTSTANDING CONTRACTUAL OBLIGATIONS OF PARENT OR ANY OF
ITS SUBSIDIARIES TO REPURCHASE, REDEEM OR OTHERWISE ACQUIRE ANY SHARES OF
CAPITAL STOCK OF PARENT.
(C)
AS OF THE CLOSING, THE PURCHASE SHARES (BEFORE ADJUSTMENTS UNDER
SECTION 2.6 OR 2.7) SHALL REPRESENT 16% OF THE TOTAL OUTSTANDING EQUITY
SECURITIES OF PARENT CALCULATED ON A FULLY DILUTED BASIS, AFTER GIVING EFFECT TO
THE ISSUANCE OF THE PURCHASE SHARES AND ASSUMING FOR PURPOSES OF SUCH
CALCULATION THE CONSUMMATION OF THE REDEMPTION UNDER THE PARENT REDEMPTION
AGREEMENT BUT WITHOUT GIVING EFFECT TO ANY ADJUSTMENTS UNDER SECTION 2.6 OR 2.7;
PROVIDED, HOWEVER, THAT EQUITY SECURITIES ISSUED PURSUANT TO CLAUSE (II) OF THE
DEFINITION OF "FULLY DILUTED BASIS" SHALL NOT EXCEED THE PERMITTED PARENT
INCENTIVE AWARDS; PROVIDED, FURTHER, THAT SUCH LIMITATION SHALL NOT APPLY TO ANY
EQUITY SECURITIES