Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. (a) As of the close of business on December 31, 1999, 7,294,478 ordinary shares, nominal value 8 Euros per share, of Parent (the "Parent Shares") were issued and outstanding, and 300,000 Parent Shares were held in Parent's treasury and reserved for grants under option and other stock-based plans. All the outstanding shares of Parent's capital stock are, and all shares which may be issued pursuant to Parent option plans will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except (i) as set forth in this Section 4.05, (ii) for 980,415 bonds of Parent convertible or exchangeable for 980,415 Parent Shares, and (iii) for 5,696,261 warrants to purchase an aggregate of 284,813 Parent Shares, as of December 31, 1999 there were outstanding (x) no shares of capital stock or other voting securities of Parent, (y) no securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent, and (z) no options, warrants or other rights to acquire from Parent, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of Parent, obligating Parent to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent or obligating Parent to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (including equity equivalents or stock appreciation rights) (the items in clauses (x), (y) and (z) being referred to collectively as the "Parent Securities"). None of Parent or its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any Parent Securities or any securities of any Parent Subsidiary, including as a result of the transactions contemplated by this Agreement. (b) There are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting of the capital stock of Parent or any of its Subsidiaries.

Capitalization of Parent. (a) The authorized capital stock of Parent consists of 100,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, par value of $0.0001 per share. As of the close of business on December 31Closing Date, 1999, 7,294,478 ordinary shares, nominal value 8 Euros per share, there will be 1,089,000 shares of Parent (the "Parent Shares") were issued and Common Stock outstanding, and 300,000 Parent Shares were held in Parent's treasury and reserved for grants under option and other stock-based plans. All the outstanding no shares of Parent's ’s preferred stock will be outstanding or designated. All shares of Parent Stock currently outstanding have been duly authorized, validly issued and are fully paid and non-assessable. There are no outstanding (i) options, warrants, calls, stock appreciation rights, phantom stock or similar rights with respect to any securities of Parent, (ii) purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require Parent to issue, sell or otherwise cause to become outstanding any of its authorized but unissued shares of capital stock areor (iii) any securities convertible into, exchangeable for or carrying a right or option to purchase shares of capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of securities or that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and right occurring in respect of holders of the capital stock of Parent. There are no conditions or circumstances that may give rise to or provide a basis for the assertion of a claim by any Person that such Person is entitled to acquire or receive from Parent any shares of Parent’s capital stock. (b) Parent owns, beneficially and of record, 100% of the interest in Merger Sub. There are not (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire or sell or issue any membership interests of Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exercisable or exchangeable for any membership interests of Merger Sub; (iii) contract, agreement or other arrangement (whether written or oral) under which Merger Sub is or may become obligated to acquire, sell or otherwise issue any membership interests; or (iv) contract, agreement or other arrangement (whether written or oral) that contains a right that is subject to a condition or circumstance the occurrence of which would give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any membership interest in Merger Sub. (c) All capital stock, membership interests or other equity securities of Parent and Merger Sub have been issued in compliance with all shares which may requirements of its Organizational Documents and any applicable Securities Laws. (d) The Merger Shares to be issued to the Members pursuant to Parent option plans will bethis Agreement, will, when issued in accordance with the respective terms thereofprovisions of this Agreement, have been duly authorized, authorized and validly issued, and be fully paid and paid, non-assessable. Except (i) as set forth in this Section 4.05, (ii) for 980,415 bonds of Parent convertible or exchangeable for 980,415 Parent Shares, assessable and (iii) for 5,696,261 warrants to purchase an aggregate of 284,813 Parent Shares, as of December 31, 1999 there were outstanding (x) no shares of capital stock or other voting securities of Parent, (y) no securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent, free and (z) no options, warrants or other rights to acquire from Parent, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments clear of any character, relating to the capital stock of Parent, obligating Parent to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent or obligating Parent to grant, extend or enter into any such option, warrant, subscription or Encumbrances other right, convertible security, agreement, arrangement or commitment (including equity equivalents or stock appreciation rights) (the items in clauses (x), (y) and (z) being referred to collectively as the "Parent Securities"). None of Parent or its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any Parent than applicable Securities or any securities of any Parent Subsidiary, including as a result of the transactions contemplated by this AgreementLaws. (b) There are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting of the capital stock of Parent or any of its Subsidiaries.

Capitalization of Parent. (a) Parent's entire authorized capital stock consists of 42,723 shares which are classified as common stock, with a par value of 500 French Francs per share ("Parent Common"). As of the close of business on December 31date hereof, 1999, 7,294,478 ordinary shares, nominal value 8 Euros per share, there are 41,140 shares of Parent Common issued and outstanding and 1,583 shares reserved for issuance in connection with options awarded under that certain Plan for Application for Shares in Axiohm (all of which options are outstanding (the "Parent SharesOutstanding Options") were issued and outstanding, and 300,000 Parent Shares were held in Parent's treasury and reserved for grants under option and other stock-based plans. All the outstanding shares of Parent's capital stock are, and all shares which may be issued pursuant to Parent option plans will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable)). Except (i) as set forth in this Section 4.05above, (ii) for 980,415 bonds of Parent convertible or exchangeable for 980,415 Parent Shares, and (iii) for 5,696,261 warrants to purchase an aggregate of 284,813 Parent Shares, as of December 31, 1999 there were are outstanding (xi) no shares of capital stock or other voting securities of Parent, (yii) no securities of Parent or any of the Parent Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of Parent, and Parent (ziii) no options, warrants or other rights to acquire from ParentParent or any of the Parent Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no preemptive obligations of Parent or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments any of any character, relating to the capital stock of Parent, obligating Parent Subsidiaries to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, (iv) no equity equivalents, interests in the ownership or earnings of Parent or obligating any of the Parent to grant, extend or enter into any such option, warrant, subscription Subsidiaries or other right, convertible security, agreement, arrangement or commitment similar rights (including equity equivalents or stock appreciation rights) (with the items securities listed in clauses (x), i) through (yiv) and (z) being referred to collectively as the "Parent Axiohm's Securities"). None , and (v) no outstanding obligations of Parent or its any of the Parent Subsidiaries has any contractual obligation to redeemrepurchase, repurchase redeem or otherwise acquire any Parent of Axiohm's Securities or to make any securities investment (by loan, capital contribution or otherwise) in any other entity. The Parent Disclosure Statement sets forth a list of any all Parent SubsidiaryOutstanding Options, including which such options are currently vested and which such options will vest as a result of the transactions contemplated by this Agreement. (b) There are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting of the capital stock of Parent or any of its Subsidiaries.

Capitalization of Parent. (a) The authorized capital stock of Parent consists of (i) 300,000,000 shares of common stock, par value $0.01 per share (the “Parent Common Stock”) and (ii) 25,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock”). As of the close date of business on December 31this Agreement, 1999, 7,294,478 ordinary shares, nominal value 8 Euros per share, (i) 29,493,769 shares of Parent (the "Parent Shares") were Common Stock are issued and outstanding, and 300,000 (ii) no shares of Parent Shares were Common Stock are held in the treasury of Parent's treasury . As of the date hereof, no shares of Parent Preferred Stock are issued and reserved for grants under option and other stock-based plansoutstanding. All the outstanding shares of Parent's capital stock are, of Parent and all shares which may of Parent Common Stock to be issued to the Sellers pursuant to this Agreement have been duly authorized. All outstanding shares of capital stock of Parent option plans have been, and, upon issuance, all shares of Parent Common Stock to be issued to the Sellers pursuant to this Agreement will be, when validly issued in accordance with the respective terms thereof, duly authorized, validly issued, and fully paid and non-assessablenonassessable, and free of preemptive or similar rights under any provision of the ▇▇▇▇▇▇▇▇ Islands Business Corporations Act (“MIBCA”) and the articles of incorporation or bylaws of Parent or any agreement to which Parent is a party or otherwise bound. (b) No antidilution or similar adjustments with respect to any Parent Securities will occur or be required as a result of the issuance and sale of the Parent Common Stock to the Sellers pursuant to this Agreement. Assuming the accuracy of the representations and warranties set forth in Section 5.26, the offer and sale of the Parent Common Stock to the Sellers pursuant to this Agreement shall be qualified or exempt from the registration requirements of the 1933 Act and the registration and/or qualification requirements of all applicable state securities Laws. (c) There is no outstanding Indebtedness of Parent or any of its Subsidiaries having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of Parent may vote. (d) Except (i) as set forth in this Section 4.056.6(d-1) of the Parent Disclosure Letter, as of the date hereof, there are no issued, reserved for issuance or outstanding (i) shares of capital stock of or other voting securities of or ownership interests in Parent, (ii) for 980,415 bonds securities of Parent convertible into or exchangeable or exercisable for 980,415 Parent Shares, and (iii) for 5,696,261 warrants to purchase an aggregate of 284,813 Parent Shares, as of December 31, 1999 there were outstanding (x) no shares of capital stock or other voting securities of or ownership interests in Parent, (yiii) no securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parentwarrants, and (z) no optionscalls, warrants options or other rights to acquire from Parent, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments obligation of any character, relating to the capital stock of Parent, obligating Parent to issue, transfer or sell, any capital stock, stock or other voting securities or ownership interests in or any securities convertible into or exchangeable or exercisable for capital stock or other voting securities or ownership interests in Parent, or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of Parent or obligating Parent to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (including equity equivalents or stock appreciation rights) (the items in clauses (x), i) through (y) and (ziv) being referred to collectively as the "“Parent Securities"”). None There are no outstanding obligations of Parent or its Subsidiaries has any contractual obligation to redeemrepurchase, repurchase redeem or otherwise acquire any Parent Securities or any securities of any Parent Subsidiary, including as a result of the transactions contemplated by this Parent Securities. Except for the Oaktree Stockholders Agreement and the ▇▇▇▇▇▇ Stockholders Agreement. (b) There are no , Parent is not a party to any voting trusts agreements, voting trusts, proxies or other similar agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting of the capital stock any shares of Parent Common Stock or other Parent Securities. Except as may be required by applicable securities Laws and regulations and other than Parent’s third amended and restated articles of incorporation and second amended and restated bylaws currently in effect, Parent is not bound by any obligations or commitments of its Subsidiariesany character restricting the transfer of, or, except as set forth in Section 6.6(d-2) of the Parent Disclosure Letter, requiring the registration for sale of, any shares of Parent Common Stock or other Parent Securities.

Capitalization of Parent. (a) The authorized share capital of Parent consists of 750,000,000 Parent Shares with a par value of USD $0.001 per share. As of the close of business on December 31June 10, 19992022, 7,294,478 ordinary sharesthere are 286,287,179 Parent Shares issued and outstanding. In addition, nominal value 8 Euros per shareas of the close of business on June 10, 2022, 8,139,101 Parent Options, 3,963,904 Parent Warrants and 2,306,887 restricted stock units of Parent are issued and outstanding. Except as disclosed above, there are no options, warrants, conversion privileges or other rights, shareholder rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by Parent of any securities of Parent (the "including Parent Shares"), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of Parent (including Parent Shares) were issued and outstanding, and 300,000 or of the Parent Subsidiaries. All outstanding Parent Shares were held in Parent's treasury have been duly authorized and reserved for grants under option validly issued, are fully paid and other stocknon-based plans. All the outstanding shares of Parent's capital stock areassessable, and all shares which may be issued pursuant to Parent option plans will be, when issued Shares issuable upon the exercise of rights under the Parent Options in accordance with the respective terms thereofhave been duly authorized and, duly authorizedupon issuance, will be validly issued, issued as fully paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights. Except (i) as set forth in this Section 4.05, (ii) for 980,415 bonds All securities of Parent convertible or exchangeable for 980,415 (including Parent Shares, Shares and (iiiParent Options) for 5,696,261 warrants to purchase an aggregate of 284,813 Parent Shares, as of December 31, 1999 there were outstanding (x) no shares of capital stock or other voting securities of Parent, (y) have been issued in compliance with all applicable Laws and Securities Laws. There are no securities of Purchaser or any of the Parent Subsidiaries outstanding which have the right to vote generally (or, other than the Parent Options and Parent Warrants, are convertible into into, or exchangeable or exercisable for shares of capital stock or voting securities of Parent, and (zhaving the right to vote generally) no options, warrants or other rights to acquire from Parent, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of with the Parent Shareholders on any character, relating to the capital stock of Parent, obligating Parent to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent or obligating Parent to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (including equity equivalents or stock appreciation rights) (the items in clauses (x), (y) and (z) being referred to collectively as the "Parent Securities")matter. None of Parent or its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any Parent Securities or any securities of any Parent Subsidiary, including as a result of the transactions contemplated by this Agreement. (b) There are no voting trusts outstanding contractual or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting of the capital stock obligations of Parent or any of the Parent Subsidiaries to repurchase, redeem or otherwise acquire any of its Subsidiariessecurities or with respect to disposing of any of its outstanding securities.

Capitalization of Parent. (a) As of the close of business on December 31, 1999, 7,294,478 ordinary shares, nominal value 8 Euros per share, The authorized capital stock of Parent consists of: (i) 125,000,000 shares of Common Stock, par value $.001 per share (the "Parent Shares") were ), of which 12,200,000 shares are issued and outstandingoutstanding and as of the date hereof, and 300,000 (ii) 25,000,000 shares of Preferred Stock, par value $.001 per share, no shares of which are outstanding as of the date hereof. All of the issued and outstanding Parent Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rights. As of the date hereof, 4,000,000 Parent Shares were held in available for issuance under Parent's treasury and reserved for grants under option and other stock-based plans. All Options to acquire approximately 1,919,000 Parent Shares were issuable upon or otherwise deliverable in connection with the exercise of options outstanding on such date and warrants to acquire 600,350 shares of Parent's capital stock are, and all shares which may be issued pursuant to Parent option plans will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessableCommon Stock were outstanding. Except as set forth above, as of the date hereof, there are no outstanding (i) as set forth in this Section 4.05, (ii) for 980,415 bonds of Parent convertible or exchangeable for 980,415 Parent Shares, and (iii) for 5,696,261 warrants to purchase an aggregate of 284,813 Parent Shares, as of December 31, 1999 there were outstanding (x) no shares of capital stock or other voting securities of Parent, ; (yii) no securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent, and ; (ziii) no options, warrants options or other rights to acquire from Parent, Parent and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments obligations of any character, relating to the capital stock of Parent, obligating Parent to issue, transfer or sell, any capital stock, voting securities securities, or securities convertible into or exchangeable for capital stock or voting securities of Parent Parent; or obligating Parent to grant(iv) equity equivalents, extend interests in the ownership or enter into any such optionearnings of Parent, warrant, subscription or other right, convertible security, agreement, arrangement or commitment similar rights (including equity equivalents or stock appreciation rights) (the items in clauses (x)collectively, (y) and (z) being referred to collectively as the "Parent Securities"). None There are no outstanding obligations of Parent or any of its Subsidiaries has any contractual obligation subsidiaries to redeemrepurchase, repurchase redeem or otherwise acquire any Parent Securities or any securities of any Parent Subsidiary, including as a result of the transactions contemplated by this Agreement. (b) Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries subsidiaries is a party with respect or to which it is bound relating to the voting of the any shares of capital stock of Parent. All of the outstanding capital stock of Parent's subsidiaries is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including, any restriction on the right to vote or sell the same) except as may be provided as a matter of Law. There are no debt or equity securities of Parent or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement, or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly of, any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its Subsidiariessubsidiaries to repurchase, redeem, or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of Parent. None of Parent's subsidiaries owns any capital stock of Parent.

Capitalization of Parent. (a) As The authorized capital stock of the close Parent consists of business on December 31150,000,000 shares of Parent Common Stock and 50,000,000 shares of undesignated preferred stock, 1999, 7,294,478 ordinary shares, nominal par value 8 Euros $0.01 per share, of Parent (“Parent Preferred Stock”). As of the "date of this Agreement, 44,464,496 shares of Parent Shares") were Common Stock are issued and outstanding, and 300,000 no shares of Parent Shares were Common Stock are held in Parent's ’s treasury and reserved for grants under option and no shares of Parent Preferred Stock are issued or outstanding. No bonds, debentures, notes or other stock-based plansinstruments or evidence of indebtedness having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which Parent’s stockholders may vote are issued or outstanding. All the outstanding shares of Parent's capital stock are, Parent Common Stock are duly authorized and all shares which may be validly issued pursuant to Parent option plans will be, when and were not issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessableviolation of any preemptive or other similar rights. Except (i) as set forth in above, as set forth on Parent Disclosure Schedule 3.2(b) or under the terms of the Parent 1999 Stock Incentive Plan and the Parent 2004 Long-Term Incentive Plan, as amended, as of the date of this Section 4.05Agreement, there are no outstanding (iiA) for 980,415 bonds voting securities of Parent; (B) securities of Parent convertible into, or exchangeable for 980,415 or exercisable for, voting securities of Parent; (C) options, warrants, calls, rights, commitments or agreements to which Parent Sharesis a party or by which it is bound, and (iii) for 5,696,261 warrants in any case obligating Parent to purchase an aggregate of 284,813 Parent Sharesissue, as of December 31deliver, 1999 there were outstanding (x) no shares of capital stock sell, purchase, redeem or other acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, voting securities of Parent, (y) no securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent, and (z) no options, warrants or other rights to acquire from Parent, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of Parent, obligating Parent to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent or obligating Parent to grant, extend or enter into any such option, warrant, subscription or other call, right, convertible securitycommitment or agreement; (D) restricted shares, agreementrestricted share units, arrangement or commitment (including equity equivalents or stock appreciation rights) (, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the items in clauses (x)value or price of, (y) any voting securities or ownership interests in, Parent; and (zE) being referred to collectively as the "Parent Securities"). None of Parent or its Subsidiaries has any contractual obligation to redeemvoting trusts, repurchase or otherwise acquire any Parent Securities or any securities of any Parent Subsidiaryproxies, including as a result of the transactions contemplated by this Agreement. (b) There are no voting trusts or other similar agreements or understandings to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound with respect to the voting of the capital stock any securities of Parent or any of its Subsidiaries. At the Closing the shares of Parent Common Stock to be issued hereunder will be duly authorized and validly issued, fully paid and nonassessable, and not subject to, or issued in violation of, any preemptive rights.

Capitalization of Parent. (a) As The total authorized capital stock of the close Parent consists of business on December 31, 1999, 7,294,478 ordinary shares, nominal value 8 Euros per share(i) 15,824,051 shares of preferred stock, of Parent which 10,824,051 shares are designated Series A Stock (the "Parent SharesPreferred Stock") were ), 7,366,666 of which designated shares are issued and outstandingoutstanding as of the date of this Agreement; and (ii) 40,000,000 shares of common stock, of which (A) 6,179,500 shares are issued and outstanding on the date of this Agreement, (B) 10,824,051 shares are reserved for issuance upon conversion of the Parent Preferred Stock, and 300,000 Parent Shares were held in (C) 1,900,000 shares are reserved for grant or exercise of options under the Parent's treasury Stock Option and reserved Incentive Plan and any other equity incentive plan for grants under option and the benefit of Parent's employees. There are no shares of capital stock of Parent of any other stock-based plans. All the class authorized, issued or outstanding. (b) Each outstanding shares share of Parent's capital stock is (i) duly authorized and validly issued and (ii) fully paid and nonassessable and free of (x) any preemptive or similar rights under the Delaware General Corporation Law and the Certificate of Incorporation and By-laws of Parent and (y) any other preemptive or similar rights. (c) Other than outstanding options to purchase Parent's common stock, there are, and all shares which may be issued pursuant to Parent option plans and, other than as set forth below, as of the Effective Time there will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except no outstanding (i) as set forth in this Section 4.05, (ii) for 980,415 bonds of Parent convertible or exchangeable for 980,415 Parent Shares, and (iii) for 5,696,261 warrants to purchase an aggregate of 284,813 Parent Shares, as of December 31, 1999 there were outstanding (x) no shares of capital stock or other voting securities of Parent, (y) no securities of Parent convertible into or exchangeable for shares of any capital stock or voting securities of Parent, and (zii) no options, warrants or other rights to acquire from Parent, and no preemptive purchase or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating subscribe to the capital stock of Parent, obligating Parent to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock of Parent, or voting securities (iii) contracts, commitments, agreements, understandings, rights (including registration rights), arrangements, calls or claims of any kind to which Parent is a party or is bound relating to the issuance of any capital stock of Parent or obligating Parent to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (including equity equivalents or stock appreciation rights) (the items in clauses (xi) through (iv), (y) and (z) being referred to collectively as together with all outstanding capital stock of Parent, collectively, the "Parent Securities"). None of The parties hereto understand and acknowledge that Parent or its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any Parent Securities or any securities of any Parent Subsidiary, including as a result of the transactions contemplated by this Agreement. (b) There are no voting trusts or other agreements or understandings to which Parent or any may issue additional shares of its Subsidiaries is a party with respect to the voting of the capital stock of Parent or any securities convertible into shares of its Subsidiariescapital stock between the date of this Agreement and the Effective Time in connection with securing the necessary financing to consummate the Merger.

Capitalization of Parent. (a) The authorized capital stock of the Parent consists of 50,000,000 shares of Parent Common Stock, of which 2,939,130 shares are issued and outstanding as of the date of this Agreement. As of the close Closing Date, the authorized capital of business on December 31, 1999, 7,294,478 ordinary shares, nominal value 8 Euros per share, Parent will consist of up to 50,000,000 shares of common stock of which the number of issued and outstanding shares will be as described in the Registration Statement. The outstanding Equity Interests of Parent (the "Parent Shares"i) were issued and outstanding, and 300,000 Parent Shares were held in Parent's treasury and reserved for grants under option and other stock-based plans. All the outstanding shares of Parent's capital stock are, and all shares which may be issued pursuant to Parent option plans will be, when issued in accordance with the respective terms thereof, have been duly authorized, validly issued, fully paid and non-assessable. Except (i) as set forth in this Section 4.05, (ii) for 980,415 bonds of Parent convertible are validly issued, fully-paid, and non-assessable and are not subject to any voting agreements, shareholders agreements or exchangeable for 980,415 Parent Sharessimilar documents, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. (b) Except for 5,696,261 warrants to purchase an aggregate of 284,813 Parent Sharesthis Agreement and the other Combination Agreements and as disclosed on Schedule 4.2(b), as of December 31there are no (i) equity interests, 1999 there were outstanding (x) no shares of capital stock profit interests or other voting securities in Parent, (ii) securities convertible or exchangeable into any equity interest or profit interests of Parent, (yiii) no securities of Parent convertible into outstanding or exchangeable reserved for shares of capital stock or voting securities of Parent, and (z) no options, warrants or other rights to acquire from Parentwarrants, and no preemptive or similar rights, subscriptions or other rightscalls, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of Parent, other Contracts obligating Parent to issue, transfer or transfer, sell, repurchase, or redeem any capital stockEquity Interests of the Parent, including the Parent Common Stock, (iv) outstanding or authorized stock appreciation, phantom, or similar rights with respect to Parent and (v) voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent or obligating Parent to granttrusts, extend or enter into any such optionshareholder agreements, warrantproxies, subscription or other right, convertible security, agreement, arrangement or commitment (including equity equivalents or stock appreciation rights) (the items in clauses (x), (y) and (z) being referred to collectively as the "Parent Securities"). None of Parent or its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any Parent Securities or any securities of any Parent Subsidiary, including as a result of the transactions contemplated by this Agreement. (b) There are no voting trusts or other agreements Contracts or understandings to which Parent or any of its Subsidiaries is a party in effect with respect to the voting or transfer of any of the capital stock of Parent Common Stock or any other equity interests in Parent. (c) There are no Contracts to which Parent is a party which require Parent to repurchase, redeem or otherwise acquire any Equity Interests or similar equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Parent and its SubsidiariesSubsidiaries do not directly or indirectly own, or have any interest in or right to acquire, any Equity Interests of any other Person. Except for the corporations and other entities formed as subsidiaries of Purchaser in connection with the other Combination Agreements, Parent does not directly or indirectly control (as such term is defined in the definition of “Affiliate”) any other Person. (d) There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of Parent.