Common use of Capitalization of Purchaser Clause in Contracts

Capitalization of Purchaser. As of the date hereof, the authorized capital stock of Purchaser consists of (x) 150,000,000 shares of Purchaser Common Stock and (y) 10,000,000 shares of preferred stock, par value $0.001 per share, of which 19,400 shares have been designated as Purchaser Preferred Stock. As of the close of business on March 15, 2013 there were outstanding (a) 7,493,343 shares of Purchaser Common Stock, (b) 14,500 shares of Purchaser Preferred Stock, (c) options to purchase an aggregate of 397,000 shares of Purchaser Common Stock (of which options to purchase an aggregate of 351,760 shares of Purchaser Common Stock were exercisable), and (d) warrants to purchase an aggregate of 2,250,762 shares of Purchaser Common Stock. Additionally, as of March 15, 2013, there were zero (0) shares of Purchaser Common Stock held by Purchaser as treasury stock. All outstanding shares of capital stock or other equity securities of Purchaser are, and all shares of capital stock of Purchaser that may be issued pursuant to the options and warrants set forth in this Section 3.3 when issued in accordance with the respective terms thereof will be, and Payment Shares when issued will be, in each case, duly authorized, validly issued and fully paid and non-assessable. No shares of capital stock or other equity interests of Purchaser are entitled to or have been issued in violation of any preemptive rights. Except as set forth above, the Purchaser Convertible Debt and that certain stockholders agreement, dated as of February 22, 2012, among People’s Liberation, Inc. (n/k/a Purchaser), Xxxxx Xxxx, TCP WR Acquisition, LLC and the other parties thereto, (i) no other equity securities of Purchaser are issued, reserved for issuance or outstanding, (ii) Purchaser is not a party to any outstanding or authorized option, warrant, right (including any preemptive right), subscription, claim of any character, agreement, obligation, convertible or exchangeable securities, or other commitments contingent or otherwise, relating to the equity or voting interests in Purchaser, pursuant to which Purchaser is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, any equity or voting interests in Purchaser or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any equity or voting interests in Purchaser, (iii) there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the equity or voting interests in Purchaser, (iv) Purchaser does not have any authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the members of Purchaser on any matter, and (v) there are no irrevocable proxies and no voting agreements with respect to any equity or voting interests in Purchaser.

Capitalization of Purchaser. As of the date hereofof this Agreement, the authorized capital stock of Purchaser consists of (x) 150,000,000 20,000,000 shares of Purchaser Common Stock and (y) 10,000,000 shares of preferred stockStock, $0.001 par value $0.001 per share, (referred to herein as "Purchaser Stock") and 1,000,000 shares of which 19,400 shares have been designated as Purchaser Preferred Stock, $0.001 par value per share ("Preferred Stock"). As of the close date of business on March 15this Agreement, 2013 there were outstanding (a) 7,493,343 no shares of Preferred Stock are issued and outstanding, and 10,087,373 shares of Purchaser Common StockStock are issued and outstanding, (b) 14,500 all of which have been validly issued and are fully paid and nonassessable. As of the date of this Agreement, no shares of Purchaser Preferred Stock, (c) options to purchase an aggregate Stock are held in the treasury of 397,000 Purchaser or by its subsidiaries. 276,917 shares of Purchaser Common Stock have been reserved for issuance upon exercise of outstanding options awarded under Purchaser's 1986 Stock Option Plan (of which options to purchase an aggregate of 351,760 the "1986 Plan"; 415,000 shares of Purchaser Common Stock were exercisable), have been reserved for issuance upon exercise of outstanding options awarded under Purchaser's 1988 Stock Option Plan (the "1988 Plan") and (d) warrants to purchase an aggregate of 2,250,762 282,500 shares of Purchaser Common StockStock have been reserved for issuance upon exercise of options awarded under Purchaser's 1996 Stock Option Plan the "1996 Plan"). AdditionallyIn addition, 361,250 shares of Purchaser Stock have been reserved for issuance upon exercise of warrants granted by Purchaser to underwriters and others (the "Warrants"). Except for options granted under the 1986, 1988 and 1996 Plans and the Warrants, as of March 15, 2013the date of this Agreement, there were zero (0) shares of Purchaser Common Stock held by Purchaser as treasury stock. All outstanding shares of capital stock or other equity securities of Purchaser areare no options, and all shares of capital stock of Purchaser that may be issued pursuant to the options and warrants set forth in this Section 3.3 when issued in accordance with the respective terms thereof will bewarrants, and Payment Shares when issued will berights, in each casesubscriptions, duly authorized, validly issued and fully paid and non-assessable. No shares of capital stock or other equity interests of Purchaser are entitled to or have been issued in violation of any preemptive rights. Except as set forth above, the Purchaser Convertible Debt and that certain stockholders agreement, dated as of February 22, 2012, among People’s Liberation, Inc. (n/k/a Purchaser), Xxxxx Xxxx, TCP WR Acquisition, LLC and the other parties thereto, (i) no other equity securities of Purchaser are issued, reserved for issuance or outstanding, (ii) Purchaser is not a party to any outstanding or authorized option, warrant, right (including any preemptive right), subscription, claim claims of any character, agreementagreements, obligationobligations, convertible or exchangeable securities, or other commitments commitments, contingent or otherwise, relating to the equity or voting interests in Purchaser, Purchaser Stock pursuant to which Purchaser is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, any equity or voting interests in issue shares of Purchaser or any securities convertible into, exchangeable for, or evidencing Stock. All of the right to subscribe for or acquire, any equity or voting interests in Purchaser, (iii) there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the equity or voting interests in Purchaser, (iv) shares of Purchaser does not have any authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which Stock have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the members of Purchaser on any matter, same voting and (v) there are no irrevocable proxies and no voting agreements with respect to any equity or voting interests in Purchaserother rights.

Capitalization of Purchaser. (a) The Purchaser's entire authorized capital stock consists of 50,000,000 shares, 40,000,000 of which are classified as Common Stock, $.01 par value ("Purchaser Common Stock"), and 10,000,000 of which are classified as Preferred Stock, par value $.01 per share, with 200,000 shares designated as Series A Junior Participating Preferred Stock; and, prior to the Effective Time will consist of 100,000,000 shares, 90,000,000 of which will be classified as Purchaser Common Stock. As of the date hereof, the authorized capital stock no shares of Purchaser consists of (x) 150,000,000 Preferred Stock are issued or outstanding, 24,516,623 shares of Purchaser Common Stock are outstanding and (y) 10,000,000 shares of preferred stock, par value $0.001 per share, of which 19,400 shares have been designated as Purchaser Preferred Stock. As of the close of business on March 15, 2013 there were outstanding (a) 7,493,343 shares of Purchaser Common Stock, (b) 14,500 shares of Purchaser Preferred Stock, (c) options to purchase an aggregate of 397,000 shares of Purchaser Common Stock (of which options to purchase an aggregate of 351,760 4,433,943 shares of Purchaser Common Stock were exercisablereserved for issuance upon exercise of options outstanding under the Purchaser's stock option plans (the "Outstanding Purchaser Options"), and (d) warrants to purchase an aggregate of 2,250,762 shares of Purchaser Common Stock. Additionally, as of March 15, 2013, there were zero (0) 98,479 shares of Purchaser Common Stock held by were reserved for issuance upon exercise of outstanding warrants (the "Outstanding Purchaser Warrants"), 1,351,319 shares of Purchaser Common Stock were reserved for issuance upon exercise of future option grants under the Purchaser's stock option plans and 50,000 shares of Purchaser Common Stock were reserved for issuance in connection with the Purchaser's employee stock purchase plan. Except as treasury stock. All set forth above or in the Purchaser Disclosure Schedule, there are outstanding (i) no shares of capital stock or other equity voting securities of the Purchaser, (ii) no securities of the Purchaser are, and all shares or any of capital stock of the Purchaser that may be issued pursuant to the options and warrants set forth in this Section 3.3 when issued in accordance with the respective terms thereof will be, and Payment Shares when issued will be, in each case, duly authorized, validly issued and fully paid and non-assessable. No Subsidiaries convertible into or exchangeable for shares of capital stock or other equity interests of Purchaser are entitled to or have been issued in violation of any preemptive rights. Except as set forth above, the Purchaser Convertible Debt and that certain stockholders agreement, dated as of February 22, 2012, among People’s Liberation, Inc. (n/k/a Purchaser), Xxxxx Xxxx, TCP WR Acquisition, LLC and the other parties thereto, (i) no other equity voting securities of Purchaser are issued, reserved for issuance or outstanding, (ii) Purchaser is not a party to any outstanding or authorized option, warrant, right (including any preemptive right), subscription, claim of any character, agreement, obligation, convertible or exchangeable securities, or other commitments contingent or otherwise, relating to the equity or voting interests in Purchaser, pursuant to which Purchaser is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, any equity or voting interests in Purchaser or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any equity or voting interests in Purchaser, (iii) there are no outstanding options, warrants or authorized stock appreciationother rights to acquire from the Purchaser or any of the Purchaser Subsidiaries (including any rights issued or issuable under a shareholder rights plan or similar arrangement), phantom and no obligations of the Purchaser or any of the Purchaser Subsidiaries to issue any capital stock, profit participation voting securities or similar rights with respect to the equity securities convertible into or exchangeable for capital stock or voting interests in securities of the Purchaser, (iv) no equity equivalents, interests in the ownership or earnings of the Purchaser does not have or any authorized or outstanding bonds, debentures, notes of the Purchaser Subsidiaries or other Indebtedness the holders of which have the right to vote similar rights (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the members of Purchaser on any mattersecurities listed in clauses (i) through (iv) referred to collectively as the "Sylvan Securities"), and (v) there are no irrevocable proxies and no voting agreements with respect outstanding obligations of the Purchaser or any of the Purchaser Subsidiaries to repurchase, redeem or otherwise acquire any equity Sylvan Securities or voting interests to make any investment (by loan, capital contribution or otherwise) in Purchaserany other entity.

Capitalization of Purchaser. As of the date hereof, the The authorized capital stock of Purchaser consists of (x) 150,000,000 60,000,000 shares of Purchaser Class A Common Stock and (y) 10,000,000 shares of preferred stockStock, par value $0.001 .01 per shareshare ("Class A Common Stock"), 30,000,000 shares of Class B Common Stock, and two million shares of Preferred Stock, par value $.01 per share ("Preferred Stock"), of which 19,400 shares have been designated there were issued and outstanding as Purchaser Preferred Stock. As of the close of business on March 15December 31, 2013 there were outstanding (a) 7,493,343 1997, 24,420,120 shares of Purchaser Class A Common Stock, (b) 14,500 Stock and 12,373,294 shares of Purchaser Class B Common Stock and no shares of Preferred Stock, (c) options to purchase an aggregate of 397,000 shares of Purchaser Common Stock (of which options to purchase an aggregate of 351,760 shares of Purchaser Common Stock were exercisable), and (d) warrants to purchase an aggregate of 2,250,762 shares of Purchaser Common Stock. Additionally, as of March 15, 2013, there were zero (0) shares of Purchaser Common Stock held by Purchaser as treasury stock. All There are no other outstanding shares of capital stock or other equity securities or ownership interests of Purchaser are, and all other than shares of capital stock Class A Common Stock issued after December 31, 1997, upon the exercise of options issued under Purchaser's Equity Incentive Plan and its Stock Option Plan for Non-Employee Directors (collectively, the "Purchaser Stock Option Plans"). All outstanding shares of Purchaser that may be have been duly authorized, validly issued, fully paid and are non- assessable and free and clear of any Lien or Restriction, except Liens or Restrictions created by or imposed upon the holders thereof. As of December 31, 1997, Purchaser has reserved (i) 1,176,444 shares of Class A Common Stock for issuance upon exercise of outstanding options issued pursuant to the options Purchaser Stock Option Plans and warrants set forth in this Section 3.3 when issued in accordance with the respective terms thereof will be, and Payment Shares when issued will be, in each case, duly authorized, validly issued and fully paid and non-assessable. No (ii) 2,031,671 shares of Class A Common Stock for issuance upon exercise of stock options available for grant under the Purchaser Stock Option Plans. Other than stock appreciation rights related to subsidiaries or divisions of Purchaser that Purchaser has the option to satisfy in shares of Class A Common Stock, the adoption of any employee incentive or stock option plan subsequent to December 31, 1997 that is approved by the stockholders of Purchaser, the grant subsequent to December 31, 1997 of options pursuant to such plans or pursuant to the Purchaser Stock Option Plans and other than this Agreement or shares of Class B Common Stock that may be converted to shares of Class A Common Stock, there are no other subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any nature relating to the capital stock or other equity securities or ownership interests of Purchaser are entitled to or have been issued in violation of any preemptive rights. Except as set forth above, the Purchaser Convertible Debt and that certain stockholders agreement, dated as of February 22, 2012, among People’s Liberation, Inc. (n/k/a Purchaser), Xxxxx Xxxx, TCP WR Acquisition, LLC and the other parties thereto, (i) no other equity securities of Purchaser are issued, reserved for issuance or outstanding, (ii) Purchaser is not a party to any outstanding or authorized option, warrant, right (including any preemptive right), subscription, claim of any character, agreement, obligation, convertible or exchangeable securities, or other commitments contingent or otherwise, relating to the equity or voting interests in Purchaser, pursuant to which otherwise obligating Purchaser is or may become obligated to issue, deliver transfer, deliver, sell, repurchase, redeem or sell otherwise acquire, or cause to be issued, delivered or transferred, delivered, sold, repurchased, redeemed or otherwise acquired, any shares of the capital stock or any phantom shares, phantom equity interests or voting stock or equity appreciation rights, or other ownership interests in of Purchaser or obligating Purchaser to grant, extend or enter into any securities convertible intosuch option, exchangeable forwarrant, call, right, commitment or evidencing the right agreement. The UVSG Shares to subscribe for or acquirebe issued pursuant to this Agreement will, any equity or voting interests in Purchaserwhen issued, (iii) there are no outstanding or authorized stock appreciationbe duly authorized, phantom stockvalidly issued, profit participation or similar rights with respect to the equity or voting interests in Purchaser, (iv) Purchaser does not have any authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the members of Purchaser on any matterfully paid, and (v) there are no irrevocable proxies non-assessable and no voting agreements with respect free and clear of any Liens and not subject to any equity Restrictions (other than any restrictions on transfer arising under the Securities Act or voting interests in Purchaserstate securities laws).