Common use of Capitalization; Debt Clause in Contracts

Capitalization; Debt. The capitalization of the Company, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Securities) exercisable for, or convertible into or exchangeable for any shares of Common Stock is as set forth in the SEC Filings as of the dates set forth therein. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all respects with applicable state and federal securities law, except as would not reasonably be expected to have a Material Adverse Effect. The Company owns all outstanding shares of each Subsidiary. Except as reflected in the SEC Filings or in the Disclosure Schedule, no Person is entitled to pre-emptive rights with respect to any securities of the Company. Except as reflected in the SEC Filings or in the Disclosure Schedule, there are no outstanding warrants, options, convertible securities, or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any material amounts of equity securities of any kind. Except as reflected in the SEC Filings or in the Disclosure Schedule and, except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, or right of first purchase agreements among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as reflected in the SEC Filings or in the Disclosure Schedule and, except as provided in the Registration Rights Agreement, no Person has the right to require the Company to register any securities of the Company under the 1933 Act. Except as reflected in the SEC Filings, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors). Except as reflected in the SEC Filings, the Company does not have outstanding stockholder rights plans or “poison pill” or any similar arrangement in effect giving stockholders the right to purchase any equity interest in the Company upon the occurrence of certain events. Except as disclosed in the SEC Filings, the Company has no material indebtedness outstanding as of the date hereof.

Capitalization; Debt. The capitalization of the Company, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Securities) exercisable for, or convertible into or exchangeable for any shares of Common Stock is as set forth in the SEC Filings as of the dates set forth therein. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all respects with applicable state and federal securities law, except as would not reasonably be expected to have a Material Adverse Effect. The Company owns all outstanding shares of each Subsidiary. Except as reflected in the SEC Filings or in the Disclosure Schedule, no Person is entitled to pre-emptive rights with respect to any securities of the Company. Except as reflected in the SEC Filings or in the Disclosure Schedule, there are no outstanding warrants, options, convertible securities, or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any material amounts of equity securities of any kind. Except as reflected in the SEC Filings or in the Disclosure Schedule and, and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, or right of first purchase agreements among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as reflected in the SEC Filings or in the Disclosure Schedule and, and except as provided in the Registration Rights Agreement, no Person has the right to require the Company to register any securities of the Company under the 1933 Act. Except as reflected in the SEC Filings, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors). Except as reflected in the SEC Filings, the Company does not have outstanding stockholder rights plans or “poison pill” or any similar arrangement in effect giving stockholders the right to purchase any equity interest in the Company upon the occurrence of certain events. Except as disclosed in the SEC Filings, the Company has no material indebtedness outstanding as of the date hereof.