Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. The authorized capital stock of Parent consists of 75,000,000 shares of common stock, par value $0.001 per share (the “Parent Common Stock”), of which not more than 47,076,890 shares will be, prior to the Effective Time, issued and outstanding after taking into consideration the cancellation of Parent Common Stock as indicated in Section 6.2(f)(6)(iii) hereof., Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of 75,000,000 an unlimited number of common shares of common stock, par value $0.001 per share (the “Parent Common Stock”), of which not more than 47,076,890 81,759,076 shares will be, immediately prior to the Effective TimeClosing, issued and outstanding after taking into consideration the cancellation outstanding. Except for 66,071,420 shares of Parent Common Stock as indicated in Section 6.2(f)(6)(iii) hereof.reserved for issuance upon the exercise of outstanding warrants and 5,385,000 shares of Parent Stock reserved for issuance upon the exercise of outstanding stock options, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp.Parent, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. Parent. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of 75,000,000 (a) 50,000,000 shares of common stock, par value $0.001 .001 per share (the “Parent Common Stock”), of which not more than 47,076,890 1,530,600 shares will be, prior to the Effective Time, issued and outstanding after taking into consideration the cancellation outstanding, and (b) 1,000,000 shares of Parent Common Stock as indicated in Section 6.2(f)(6)(iii) hereof.preferred stock, par value $.01 per share, of which no shares are issued or outstanding. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of 75,000,000 (a) 250,000,000 shares of common stock, par value $0.001 0.01 per share (the “Parent Common Stock”"PARENT COMMON STOCK"), of which not more than 47,076,890 shares 1,900,000 shares, held by not less than 125 shareholder of record, will be, be issued and outstanding immediately following the Effective Time to holders of the Parent Common Stock immediately prior to the Effective Time, issued and outstanding after taking into consideration the cancellation of Parent Common Stock as indicated in Section 6.2(f)(6)(iii) hereof., . Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of 75,000,000 (a) 90,000,000] shares of common stock, par value $0.001 per share (the “Parent Common Stock”), of which not more than 47,076,890 10,800,000 shares will be, prior to following the Effective Time, issued and outstanding after without taking into consideration the cancellation issuance of Parent Common Stock as indicated in Section 6.2(f)(6)(iiithe Merger or the Private Placement, and (b) hereof.10,000,000 shares of preferred stock, of which no shares are issued and outstanding. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp.Parent, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. Parent. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of 75,000,000 (a) 99,000,000 shares of common stock, par value $0.001 per share (the “Parent Common Stock”), of which not more than 47,076,890 10,545,000 shares will be, be issued and outstanding immediately prior to the Effective Time, and (b) 1,000,000 shares of preferred stock, par value $0.001 per share, none of which will be issued and outstanding after taking into consideration immediately prior to the cancellation of Parent Common Stock as indicated in Section 6.2(f)(6)(iii) hereof., Effective Time. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any personPerson.

Capitalization of Parent. The authorized capital stock of Parent consists of 75,000,000 (a) 70,000,000 shares of common stock, par value $0.001 per share (the “"Parent Common Stock”"), of which not more than 47,076,890 1,900,000 shares will be, be issued and outstanding immediately prior to the Effective Time, and (b) 5,000,000 shares of preferred stock, par value $.001 per share, none of which will be issued and outstanding after taking into consideration immediately prior top the cancellation of Parent Common Stock as indicated in Section 6.2(f)(6)(iii) hereof., Effective Time. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any personPerson.