Common use of Capital Structure of Parent Clause in Contracts

Capital Structure of Parent. (a) The authorized capital stock of Parent consists of 40,000,000 shares of Parent Common Stock, of which 19,307,008 shares were outstanding as of the close of business on February 15, 2017 and 1,000,000 shares of preferred stock par value $0.0001 per share, none of which were outstanding as of the date of this Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no shares of Parent Common Stock or other shares of its capital stock reserved for issuance, except that, as of February 15, 2017, there were 2,247,923 shares of Parent Common Stock reserved for issuance pursuant to Parent’s Amended and Restated 2009 Stock Incentive Plan and 727,573 shares of Parent Common Stock subject to outstanding Parent restricted stock units. Each of the outstanding shares of capital stock or other securities of each of Parent’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any Encumbrance. Except to the extent set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.

Capital Structure of Parent. (a) The Immediately prior to the issuance of the Merger Consideration at Closing, the authorized capital stock of Parent consists will consist of 40,000,000 (i) 2,000,000,000 shares of Class A Common Stock, $0.001 par value, of which no shares will be issued and outstanding, (ii) 2,000,000,000 shares of Class B Common Stock, $0.001 par value, of which no more than 7,530,000 shares of Class B Common Stock will be issued and outstanding, and, (iii) 50,000,000 shares of Parent Common Preferred Stock, $0.001 par value, of which 19,307,008 no shares were will be issued and outstanding as of the close of business on February 15, 2017 and 1,000,000 shares of preferred stock par value $0.0001 per share, none of which were outstanding as of the date of this Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no shares of Parent Common Stock or other shares Parent Preferred Stock will be issuable upon the exercise of its capital stock reserved for issuanceoutstanding warrants, except thatconvertible notes, as of February 15, 2017, there were 2,247,923 shares of Parent Common Stock reserved for issuance pursuant to Parent’s Amended and Restated 2009 Stock Incentive Plan and 727,573 shares of Parent Common Stock subject to outstanding Parent restricted stock unitsoptions or otherwise. Each of the All outstanding shares of capital stock or other securities of each of Parent’s Subsidiaries is Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable nonassessable, not subject to preemptive rights, and owned by Parent or by a direct or indirect wholly owned Subsidiary issued in compliance with all applicable state and federal Laws concerning the issuance of Parent, free and clear of any Encumbrancesecurities. Except to for the extent set forth aboveParent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders indebtedness or other securities of which have Parent having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the stockholders ), and there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which Parent is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent on or obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, grant, extend or enter into any mattersuch security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. There are no agreements or arrangements pursuant to which Parent is or could be required to register shares of Parent Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of Parent with respect to securities of Parent.

Capital Structure of Parent. (a) The authorized capital stock of Parent consists of 40,000,000 7,000,000,000 shares of Parent Common Stock, of which 19,307,008 3,302,815,078 shares were outstanding as of the close of business on February 15January 28, 2017 2005, and 1,000,000 shares of 10,000,000 preferred stock shares, par value $0.0001 1.00 per shareshare (the “Parent Preferred Shares”), none of which no shares were authorized for issuance or outstanding as of the date close of this Agreementbusiness on January 28, 2005. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued and are validly issued, fully paid and nonassessable. Parent has no shares of Parent Common Stock or other shares of its capital stock Parent Preferred Shares reserved for issuance. As of January 28, except that2005, as of February 15, 2017, there were 2,247,923 Parent has no more than 330,000,000 shares of Parent Common Stock reserved authorized for issuance pursuant to Parent’s Amended and Restated 2009 employee or director benefit plans (the “Parent Stock Incentive Plan and 727,573 shares of Parent Common Stock subject to outstanding Parent restricted stock units. Each of the outstanding shares of capital stock or other securities of each of Parent’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any EncumbrancePlans”). Except to the extent as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its SubsidiariesParent, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. All shares of Parent Common Stock to be issued in the Merger will be, when issued in accordance with the terms of this Agreement, duly authorized and validly issued, fully paid and nonassessable and free and clear of all Liens.

Capital Structure of Parent. (a) The After the reverse stock split of Parent, and immediately prior to the issuance of the Exchange Consideration at Closing, the authorized capital stock of Parent consists will consist of 40,000,000 2,000,000,000 shares of Parent Common Stock, $0.001 par value, of which 19,307,008 shares were outstanding as of the close of business on February 15, 2017 and 1,000,000 shares of preferred stock par value $0.0001 per share, none of which were outstanding as of the date of this Agreement. All of the outstanding no more than approximately 103,247,057 shares of Parent Common Stock have been duly authorized will be issued and are validly issuedoutstanding, fully paid and nonassessable. Parent has no shares of Parent Common Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or other shares of its capital stock reserved for issuance, otherwise (except that, as of February 15, 2017, there were 2,247,923 shares of Parent Common Stock reserved for issuance pursuant to Parent’s Amended and Restated 2009 Stock Incentive Plan and 727,573 shares of Parent Common Stock subject to outstanding Parent restricted stock unitsdescribed below). Each of the All outstanding shares of capital stock or other securities of each of Parent’s Parent and its Subsidiaries is are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable nonassessable, not subject to preemptive rights, and owned by Parent or by a direct or indirect wholly owned Subsidiary issued in compliance with all applicable state and federal Laws concerning the issuance of Parent, free and clear of any Encumbrancesecurities. Except to for the extent set forth aboveParent Common Stock, there are no preemptive outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote). There are no outstanding rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound obligating Parent or any of its Subsidiaries to issue issue, deliver or sell, or cause to sell any be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its Subsidiaries or obligating Parent or any securities of its Subsidiaries to issue, grant, extend or obligations convertible enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or exchangeable into undertaking. There are no outstanding contractual obligations, commitments, understandings or exercisable forarrangements of Parent or any of its Subsidiaries to repurchase, redeem or giving otherwise acquire or make any Person a right to subscribe for or acquire, payment in respect of any securities shares of capital stock of Parent or any of its Subsidiaries, and . There are no securities agreements or obligations evidencing such rights are authorized, issued arrangements pursuant to which the Parent is or outstanding. could be required to register shares of Parent does not have outstanding any bonds, debentures, notes Common Stock or other obligations securities under the Securities Act or other agreements or arrangements with or among any security holders of which have the right Parent with respect to vote (or convertible into or exercisable for securities having of the right to vote) with the stockholders of Parent on any matterParent.

Capital Structure of Parent. (a) The Immediately prior to the issuance of the Exchange Consideration at Closing, the authorized capital stock of Parent consists will consist of 40,000,000 1,000,000,000 shares of Parent Common Stock, $0.001 par value, of which 19,307,008 shares were outstanding as of the close of business on February 15, 2017 and 1,000,000 shares of preferred stock par value $0.0001 per share, none of which were outstanding as of the date of this Agreement. All of the outstanding no more than 23,330,662 shares of Parent Common Stock have been duly authorized will be issued and are validly issuedoutstanding, fully paid and nonassessable. Parent has no shares of Parent Common Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or other shares of its capital stock reserved for issuance, otherwise (except that, as of February 15, 2017, there were 2,247,923 shares of Parent Common Stock reserved for issuance pursuant to Parent’s Amended and Restated 2009 Stock Incentive Plan and 727,573 shares of Parent Common Stock subject to outstanding Parent restricted stock unitsdescribed below). Each of the All outstanding shares of capital stock or other securities of each of Parent’s Parent and its Subsidiaries is are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable nonassessable, not subject to preemptive rights, and owned by Parent or by a direct or indirect wholly owned Subsidiary issued in compliance with all applicable state and federal Laws concerning the issuance of Parent, free and clear of any Encumbrancesecurities. Except to for the extent set forth aboveParent Common Stock, there are no preemptive outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote). There are no outstanding rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound obligating Parent or any of its Subsidiaries to issue issue, deliver or sell, or cause to sell any be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its Subsidiaries or obligating Parent or any securities of its Subsidiaries to issue, grant, extend or obligations convertible enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or exchangeable into undertaking. There are no outstanding contractual obligations, commitments, understandings or exercisable forarrangements of Parent or any of its Subsidiaries to repurchase, redeem or giving otherwise acquire or make any Person a right to subscribe for or acquire, payment in respect of any securities shares of capital stock of Parent or any of its Subsidiaries, and . There are no securities agreements or obligations evidencing such rights are authorized, issued arrangements pursuant to which the Parent is or outstanding. could be required to register shares of Parent does not have outstanding any bonds, debentures, notes Common Stock or other obligations securities under the Securities Act or other agreements or arrangements with or among any security holders of which have the right Parent with respect to vote (or convertible into or exercisable for securities having of the right to vote) with the stockholders of Parent on any matterParent.

Capital Structure of Parent. (a) The authorized capital stock of Parent consists of 40,000,000 an unlimited number of shares of Parent Common Stock, of which 19,307,008 approximately 158,037,148 shares were outstanding as of the close of business on February 15October 31, 2017 2003, and 1,000,000 shares an unlimited number of preferred stock par value $0.0001 per sharePreference Shares, none issuable in series, and an unlimited number of which Series 1 Preference Shares (collectively, the "Parent Preference Shares"). No Parent Preference Shares were outstanding as of the date close of this Agreementbusiness on October 31, 2003. All of the outstanding shares of Parent Common Stock have been been, and all shares of Parent Common Stock to be issued or delivered hereunder will be, when issued, duly authorized and are validly issued, fully paid and nonassessable. Parent has no shares of Parent Common Stock or other shares of its capital stock Parent Preference Shares reserved for issuance, except that, as of February 15, 2017, there were 2,247,923 for shares of Parent Common Stock reserved for issuance pursuant to Parent’s Amended existing Parent option and Restated 2009 Stock Incentive Plan incentive plans and 727,573 shares of existing Parent Common Stock subject to outstanding Parent restricted stock unitsoption and incentive agreements. Each of the outstanding shares of capital stock or other securities of each of Parent’s 's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and and, except for directors' qualifying shares, owned by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any Encumbrancelien, pledge, security interest, claim or other encumbrance. Except to the extent as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent the Company or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent the Company or any of its Subsidiaries, and no securities or obligations obligation evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.

Capital Structure of Parent. (a) The As of the date of this Agreement, the Parent’s authorized capital stock of Parent consists of 40,000,000 stock, the issued and outstanding shares of Parent Common Stock, of which 19,307,008 shares were outstanding as of the close of business on February 15, 2017 issued and 1,000,000 shares of preferred stock par value $0.0001 per share, none of which were outstanding as of the date of this Agreement. All of the outstanding shares of the Parent’s preferred stock and outstanding convertible notes, options, and warrants are set forth on Schedule 4.3 and in the Parent Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no shares of Parent Common Stock or other shares of its capital stock reserved for issuance, except thatSEC Documents, as of February 15defined below. Except as set forth on Schedule 4.3, 2017, there were 2,247,923 shares of Parent Common Stock reserved for issuance pursuant to Parent’s Amended and Restated 2009 Stock Incentive Plan and 727,573 shares of Parent Common Stock subject to outstanding Parent restricted stock units. Each of the all outstanding shares of capital stock or other securities of each of Parent’s Parent and its Subsidiaries is are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable nonassessable, not subject to preemptive rights, and owned by Parent or by a direct or indirect wholly owned Subsidiary issued in compliance with all applicable state and federal Laws concerning the issuance of Parent, free and clear of any Encumbrancesecurities. Except to the extent as set forth aboveon Schedule 4.3 and the Parent SEC Documents, (i) there are no preemptive or other outstanding rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound obligating Parent or any of its Subsidiaries to issue issue, deliver or sell, or cause to sell any be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its Subsidiaries or obligating Parent or any securities of its Subsidiaries to issue, grant, extend or obligations convertible enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or exchangeable into undertaking; (ii) there are no outstanding contractual obligations, commitments, understandings or exercisable forarrangements of Parent or any of its Subsidiaries to repurchase, redeem or giving otherwise acquire or make any Person a right to subscribe for or acquire, payment in respect of any securities shares of capital stock of Parent or any of its Subsidiaries, ; and (iii) there are no securities agreements or obligations evidencing such rights are authorized, issued arrangements pursuant to which the Parent is or outstanding. could be required to register shares of Parent does not have outstanding any bonds, debentures, notes Preferred Stock or other obligations securities under the Securities Act or other agreements or arrangements with or among any security holders of which have the right Parent with respect to vote (or convertible into or exercisable for securities having of the right to vote) with the stockholders of Parent on any matterParent.

Capital Structure of Parent. (a) The As of the date of this Agreement, the Parent’s authorized capital stock of Parent consists of 40,000,000 stock, the issued and outstanding shares of Parent Common Stock, of which 19,307,008 shares were outstanding as of the close of business on February 15, 2017 issued and 1,000,000 shares of preferred stock par value $0.0001 per share, none of which were outstanding as of the date of this Agreement. All of the outstanding shares of the Parent’s preferred stock and outstanding convertible notes, options, and warrants are set forth on Schedule 5.3 and in the Parent Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no shares of Parent Common Stock or other shares of its capital stock reserved for issuance, except thatSEC Documents, as of February 15defined below. Except as set forth on Schedule 5.3, 2017, there were 2,247,923 shares of Parent Common Stock reserved for issuance pursuant to Parent’s Amended and Restated 2009 Stock Incentive Plan and 727,573 shares of Parent Common Stock subject to outstanding Parent restricted stock units. Each of the all outstanding shares of capital stock or other securities of each of Parent’s Parent and its Subsidiaries is are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable nonassessable, not subject to preemptive rights, and owned by Parent or by a direct or indirect wholly owned Subsidiary issued in compliance with all applicable state and federal Laws concerning the issuance of Parent, free and clear of any Encumbrancesecurities. Except to the extent as set forth aboveon Schedule 5.3 and the Parent SEC Documents, (i) there are no preemptive or other outstanding rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound obligating Parent or any of its Subsidiaries to issue issue, deliver or sell, or cause to sell any be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its Subsidiaries or obligating Parent or any securities of its Subsidiaries to issue, grant, extend or obligations convertible enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or exchangeable into undertaking; (ii) there are no outstanding contractual obligations, commitments, understandings or exercisable forarrangements of Parent or any of its Subsidiaries to repurchase, redeem or giving otherwise acquire or make any Person a right to subscribe for or acquire, payment in respect of any securities shares of capital stock of Parent or any of its Subsidiaries, ; and (iii) there are no agreements or arrangements pursuant to which the Parent is or could be required to register shares of Parent Preferred Stock or other securities under the Securities Act or obligations evidencing such rights are authorized, issued other agreements or outstandingarrangements with or among any security holders of the Parent with respect to securities of the Parent. The Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders enough authorized shares of Parent on any matterCommon Stock to issue upon full conversion of the Parent Preferred Stock.