Common use of Parent Capitalization Clause in Contracts

Parent Capitalization. (a) The authorized capital stock of Parent consists of (i) two hundred million (200,000,000) shares of common stock, $0.001 par value (the “Parent Common Stock”) and (ii) ten million (10,000,000) shares of preferred stock, $0.001 par value. Except as set forth in Section 6.3 of the Parent Disclosure Schedule, as of the date hereof, (i) ten (10) shares of Parent Common Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable and (ii) no shares of Parent Common Stock are held in the treasury of Parent. The Parent Common Stock to be issued to the Company Stockholders in the Merger, when issued in accordance with the terms hereof, will be (i) duly authorized, validly issued, fully paid and nonassessable (ii) free and clear of all Liens, (iii) not subject to preemptive rights created by statute, the Parent’s Articles of Incorporation or By-Laws or any agreement to which the Parent is a party or is bound, and (iv) will, when issued, be registered under the Securities Act and the Exchange Act and registered or exempt from registration under applicable Blue Sky Laws. (b) Except as set forth in Section 6.3 of the Parent Disclosure Schedule or as specifically contemplated by this Agreement or the Purchase Agreements, immediately after the Effective Time, there will be no: (i) outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or its Subsidiaries is a party or by which it is bound obligating Parent or its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or its Subsidiaries or obligating Parent or its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking; (ii) outstanding obligations of Parent or its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its Subsidiaries; and (iii) outstanding bond, debenture, note or other indebtedness of Parent or its Subsidiaries having the right to vote on any matters on which holders of capital stock of Parent or its Subsidiaries may vote is issued or outstanding.

Parent Capitalization. (a) As of October 31, 2013, the authorized capital of Parent consists of 100,000,000 shares of Parent Common Stock, of which 28,771,497 shares are issued and outstanding, and 5,000,000 shares of Parent preferred stock, none of which are issued and outstanding. The authorized rights, preferences, privileges and restrictions of the capital stock of Parent consists are as stated in Parent’s certificate of incorporation. (ib) two hundred million (200,000,000) shares As of common stockOctober 31, $0.001 par value (the “Parent Common Stock”) and (ii) ten million (10,000,000) shares of preferred stock, $0.001 par value. Except as set forth in Section 6.3 of the Parent Disclosure Schedule, as of the date hereof2013, (i) ten (10) 3,457,779 shares of Parent Common Stock are issued and outstandingreserved for issuance under Parent’s 2012 Stock Incentive Plan, all of which 2,224,358 shares are validly issuedsubject to outstanding options and restricted stock units, fully paid and non-assessable and (ii) no 2,243,147 shares of Parent Common Stock are held in issuable upon the treasury exercise of outstanding options under Parent’s Amended and Restated 2004 Stock Option and Incentive Plan (clauses (i) and (ii), collectively, the “Parent Options”). (c) Except for the Parent Options, as of October 31, 2013: (i) there are no other existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) or agreements to which Parent is a party requiring the issuance, sale or transfer by Parent of any additional shares of capital stock or other equity securities of Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock of Parent or other equity securities of Parent. The ; and (ii) there are no outstanding stock appreciation, phantom stock, profit participation or similar rights issued by or through Parent with respect to Parent. (d) All shares of Parent Common Stock to have been duly authorized and validly issued, and are fully paid and nonassessable and have been issued and granted in all material respects in compliance with all applicable securities laws. All shares of Parent Common Stock which may be issued pursuant to the Company Stockholders in the MergerTransaction, when issued in accordance with the terms hereof, will be (i) voting stock that is duly authorized, validly issued, fully paid and nonassessable (ii) nonassessable, free and clear of all Liens, any Liens created by Parent (iiiincluding restrictions on rights of disposition other than restrictions created under applicable securities laws) and not subject to any preemptive rights created by statute, the Parent’s Articles certificate of Incorporation incorporation or By-Laws laws of Parent or any agreement to which the Parent is a party or is bound, and (iv) will, when issued, be registered under the Securities Act and the Exchange Act and registered or exempt from registration under applicable Blue Sky Laws. (b) Except as set forth in Section 6.3 of the Parent Disclosure Schedule or as specifically contemplated by this Agreement or the Purchase Agreements, immediately after the Effective Time, there will be no: (i) outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind Contract to which Parent or its Subsidiaries is a party or by which it is bound obligating Parent or its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or its Subsidiaries or obligating Parent or its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking; (ii) outstanding obligations of Parent or its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its Subsidiaries; and (iii) outstanding bond, debenture, note or other indebtedness of Parent or its Subsidiaries having the right to vote on any matters on which holders of capital stock of Parent or its Subsidiaries may vote is issued or outstandingbound.

Parent Capitalization. (a) The authorized capital stock of Parent consists of (i) two hundred million (200,000,000) 75,000,000 shares of common stockCommon Stock, par value $0.001 par value (the “Parent Common Stock”) per share, and (ii) ten million (10,000,000) 5,000,000 shares of preferred stock, par value $0.001 par value. Except as set forth in Section 6.3 per share, of the Parent Disclosure Schedule, as of the date hereof, which (ia) ten (10) 29,000,000 shares of Parent Common Stock are issued and outstanding (as of April 29, 2010 and before giving effect to the issuances to be made at the Effective Time) (b) no shares of preferred stock are outstanding, and (c) no shares of Parent Common Stock or preferred stock are held by Parent in its treasury. No other shares of capital stock or other voting securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all of which are such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and (ii) no shares of Parent Common Stock are held and, except as set forth in the treasury of Parent. The Parent Common Stock to be issued to the Company Stockholders in the MergerSEC Documents, when issued in accordance with the terms hereof, will be (i) duly authorized, validly issued, fully paid and nonassessable (ii) free and clear of all Liens, (iii) not subject to any purchase option, call option, right of first refusal, preemptive rights created by statuteright, subscription right or any similar right under any provision of the DGCL, the Parent’s Articles Charter Documents of Incorporation or By-Laws Parent or any agreement Contract to which the Parent is a party or is otherwise bound. As of the date hereof, and there are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (ivor convertible into, or exchangeable for, securities having the right to vote) will, when issued, be registered under on any matters on which holders of the Securities Act and the Exchange Act and registered or exempt from registration under applicable Blue Sky Laws. Parent Stock may vote (b) “Voting Parent Debt”). Except as set forth in Section 6.3 the Parent SEC Documents, as of the Parent Disclosure Schedule or as specifically contemplated by date of this Agreement or the Purchase Agreements, immediately after the Effective TimeAgreement, there will be no: (i) outstanding securities, are no options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which Parent or its Subsidiaries is a party or by which it is bound (a) obligating Parent or its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or its Subsidiaries or any Voting Parent Debt, (b) obligating Parent or its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking; undertaking or (iic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Parent. Except as set forth in the Parent SEC Documents, there are no outstanding contractual obligations of Parent or its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent. Except as set forth in the Parent or its Subsidiaries; and (iii) outstanding bondSEC Documents, debenture, note or other indebtedness Parent is not a party to any agreement granting any security holder of Parent or its Subsidiaries having the right to vote on any matters on which holders cause Parent to register shares of the capital stock or other securities of Parent or its Subsidiaries may vote is issued or outstandingheld by such security holder under the Securities Act.

Parent Capitalization. (a) The Schedule 5.7(a) sets out particulars of the authorized capital stock and issued shares and other Convertible Securities of Parent consists of (i) two hundred million (200,000,000) shares of common stock, $0.001 par value (the “Parent Common Stock”) and (ii) ten million (10,000,000) shares of preferred stock, $0.001 par value. Except as set forth in Section 6.3 of the Parent Disclosure Schedule, as of the date hereof, including the number of shares of the following: (i) ten (10) shares of Parent Common Stock are issued and outstandingoutstanding Parent Shares; (ii) granted stock options, all including vesting schedule and exercise price; (iii) Parent Shares reserved for future award grants under any equity incentive plan; (iv) each series of which preferred stock of Parent; and (v) warrants or stock purchase rights. Other than the shares and other Convertible Securities listed as issued and outstanding on Schedule 5.7(a), there are no other issued or outstanding shares and other Convertible Securities in the capital of Parent. All the shares and other Convertible Securities indicated on such Schedule as being issued and outstanding have been duly authorized and validly issued, all such outstanding shares are fully paid and non-assessable and (ii) no all such outstanding shares were issued in compliance with all applicable foreign, state and federal laws concerning the issuance of securities. The rights, preferences, privileges and restrictions of the Merger Consideration consisting of Parent Shares are as stated in the Organizational Documents of Parent and as provided by the Delaware General Corporation Law. Each share of preferred stock of Parent is convertible into Parent Shares on a one-for-one basis as of the date hereof, and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Parent Common Stock are held in the treasury any series of preferred stock of Parent. The Parent Common Stock to For purposes of hereof, “Convertible Securities” means any right, unit, option, warrant or any other security, including, without limitation, any loan, note or any other instrument or agreement evidencing indebtedness of Parent, which may be issued to the Company Stockholders converted or exchanged into shares in the Merger, when issued capital of Parent or which carries a right to acquire shares in the capital of the Parent. (b) Upon issuance in accordance with this Agreement, the terms hereof, Merger Consideration consisting of Parent Shares will be (i) duly authorized, validly issued, fully paid and nonassessable (ii) non-assessable, free and clear of all Liens, Encumbrances imposed or created by or otherwise resulting from the acts or omissions of Parent (iii) not except for subject to preemptive rights created by statute, the Parent’s Articles of Incorporation or By-Laws or any agreement to which the Parent is a party or is bound, and (iv) will, when issued, be registered under the Securities Act and the Exchange Act and registered or exempt from registration under applicable Blue Sky Laws. (b) Except as restrictions set forth in Section 6.3 of the Parent Disclosure Schedule or as specifically contemplated by this Agreement or the Purchase Lock-Up Agreements, immediately after the Effective TimeVoting Agreement, there will be no: (i) outstanding securitiesthe Right of First Refusal and Co-Sale Agreement and the Bylaws of Parent, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind as amended from time to which Parent or its Subsidiaries is a party or by which it is bound obligating Parent or its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or its Subsidiaries or obligating Parent or its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking; (ii) outstanding obligations of Parent or its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its Subsidiaries; and (iii) outstanding bond, debenture, note or other indebtedness of Parent or its Subsidiaries having the right to vote on any matters on which holders of capital stock of Parent or its Subsidiaries may vote is issued or outstandingtime).

Parent Capitalization. (a) The authorized share capital stock of the Parent consists of (i) two hundred million (200,000,000) 60,000,000 ordinary shares of common stock, $0.001 par value NIS0.01 each (the “Parent Common StockOrdinary Shares”) and (ii) ten million (10,000,000) shares as at the close of preferred stockbusiness on May 20, $0.001 par value. Except as set forth in Section 6.3 of the Parent Disclosure Schedule, as of the date hereof2013, (i) ten (10) shares of 38,758,698 Parent Common Stock Ordinary Shares are issued and outstanding, all of which . 6,917,892 Parent Ordinary Shares are validly issued, fully paid reserved for issuance under the share incentive plans operated by Parent and non-assessable 2,951,071 Parent Ordinary Shares are subject to issuance pursuant to outstanding options to acquire Parent Ordinary Shares issued under the option plans operated by the Parent. No Parent Ordinary Shares are issued and (ii) no shares of Parent Common Stock are held in the treasury of Parentthe Company. The Parent Common Stock to be issued Since May 20, 2013 to the Company Stockholders in date of this Agreement, there have been no issuances by Parent of Parent Ordinary Shares, other than the Merger, when issued in accordance with issuance of Parent Ordinary Shares upon the terms hereof, will be (i) exercise of Parent Outstanding Options. All Parent Ordinary Shares are duly authorized, validly issued, fully paid and nonassessable (ii) free non-assessable, and clear have been issued in compliance with all applicable U.S. federal, state and non-U.S. Legal Requirements. The rights, preferences and privileges of all Liens, (iii) not subject to preemptive rights created by statute, the Parent’s Articles of Incorporation or By-Laws or any agreement to which the Parent is a party or is bound, and (iv) will, when issued, be registered under Ordinary Shares are as set forth in the Securities Act and the Exchange Act and registered or exempt from registration under applicable Blue Sky Lawsarticles of association of Parent. (b) Except as set forth in Section 6.3 of the Parent Disclosure Schedule or as specifically contemplated by this Agreement or the Purchase Agreements, immediately after the Effective Time, there will be noabove: (i) outstanding securitiesthere are no shares, debentures or any other securities of Parent authorized, issued or outstanding; (ii) there are no existing options, warrants, calls, preemptive rights, commitmentsIndebtedness having general voting rights or debt convertible into securities having such rights (“Parent Voting Debt”), or subscriptions or other rights, agreements, arrangements or undertakings commitments of any kind character (including any shareholder rights plan or similar plan commonly referred to which as a “poison pill”), relating to the issued or unissued share capital of the Parent or its Subsidiaries is a party or by which it is bound obligating the Parent or its Subsidiaries to issue, deliver transfer or sell, sell or cause to be issued, delivered transferred or soldsold any shares or Parent Voting Debt of, additional shares of capital stock or other voting equity interest in, the Parent, or securities of Parent convertible into or its Subsidiaries exchangeable for such shares or equity interests, or obligating the Parent to make any payment linked to the value of the Parent Ordinary Shares, or its Subsidiaries obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, subscription or other right, commitment, agreement, arrangement or undertakingcommitment; and (iiiii) there are no outstanding contractual obligations of the Parent or its Subsidiaries to repurchase, redeem or otherwise acquire the Parent Ordinary Shares, or other share capital of the Parent or to provide funds to make any shares investment (in the form of a loan, capital stock contribution or otherwise) in any other entity. (c) The Parent Ordinary Shares constituting the Aggregate Merger Consideration, when and if issued, will be duly authorized, validly issued, fully paid, non-assessable free of any Lien, not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Israeli Companies Law 1999, the Parent’s articles of association, or any Contract to which Parent is a party and which is material to the business of Parent, and free of any other restriction on transfer other than restrictions on transfer contained in this Agreement and under any applicable Legal Requirement. Parent has duly authorized and reserved a sufficient number of Parent or its Subsidiaries; Ordinary Shares for issuance upon payment of the Aggregate Merger Consideration in accordance with the terms and (iii) outstanding bond, debenture, note or other indebtedness of Parent or its Subsidiaries having the right to vote on any matters on which holders of capital stock of Parent or its Subsidiaries may vote is issued or outstandingthis Agreement.

Parent Capitalization. (a) The As of date hereof, the authorized capital stock of Parent consists solely of (i) two hundred million (200,000,000) 100,000,000 shares of common stock, $0.001 par value (the “Parent Common Stock”) , of which 15,187,330 shares were issued and (ii) ten million (10,000,000) shares of preferred stock, $0.001 par value. Except as set forth in Section 6.3 of the Parent Disclosure Schedule, outstanding as of the date hereofOctober 23, (i) ten (10) 2015. All outstanding shares of Parent Common Stock have been duly authorized and validly issued in accordance with Applicable Legal Requirements, are issued and outstanding, all of which are validly issued, fully paid and non-assessable nonassessable and (ii) no shares of Parent Common Stock are held in the treasury of Parent. The Parent Common Stock to be issued to the Company Stockholders in the Merger, when were issued in accordance with the terms hereof, will be (i) duly authorized, validly issued, fully paid and nonassessable (ii) free and clear registration or qualification provisions of all Liens, (iii) not subject to preemptive rights created by statute, the Parent’s Articles of Incorporation or By-Laws or any agreement to which the Parent is a party or is bound, and (iv) will, when issued, be registered under the Securities Act and the Exchange Act and registered any relevant state securities Applicable Legal Requirements, or exempt from registration under applicable Blue Sky Laws. (b) pursuant to valid exemptions therefrom Except as set forth disclosed in Section 6.3 the SEC Reports or in the ordinary course of the Parent Disclosure Schedule or business, as specifically contemplated by this Agreement or the Purchase Agreementsof September 30, immediately after the Effective Time, there will be no2015: (i) outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements there are no Share Equivalents applicable to any capital stock or undertakings other equity interests of any kind to which Parent or any of its Subsidiaries is a party or by which it is bound obligating Parent or its Subsidiaries (A) to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or the capital stock or other equity interests of any of its Subsidiaries or obligating Parent any securities or its Subsidiaries obligations convertible into or exchangeable for any such shares, or (B) to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingShare Equivalents; (ii) outstanding obligations Parent is not party to any material Contracts with respect to (or which affect) the voting, giving of written consents with respect to the voting, transfer, conversion, issuance, or registration, of the Parent Common Stock or its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the capital stock or other equity interests of Parent or any of its Subsidiaries; and (iii) there are no outstanding bondobligations of Parent or any of its Subsidiaries to redeem, debenturerepurchase, note or otherwise acquire any of the Parent Common Stock or the capital stock or other indebtedness equity interests of any of its Subsidiaries. (b) No stock plan, stock purchase, stock option or other agreement or understanding between Parent or its Subsidiaries having and any holder of the right to vote on any matters on which holders of capital stock of Parent or the capital stock or other equity interests of any of its Subsidiaries may vote is Subsidiaries, or rights exercisable or convertible therefor, provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding, including adjustments to or resets of the exercise price of any outstanding security of Parent or any of its Subsidiaries, as a result of the consummation of the transactions contemplated hereby. (c) As of the Closing, the issuance of the Parent Common Stock to be issued pursuant to Section 1.2(c) will have been duly authorized by Parent and, when issued and delivered to the applicable Holders in accordance with the terms of this Agreement, the Parent Common Stock will be validly issued, fully paid and nonassessable, free of any and all Liens other than Permitted Equity Liens and any Liens arising under this Agreement or outstandingthe Equity Consideration Restricted Stock Agreements, and, assuming the accuracy of the applicable Holder’s representations and warranties set forth in the Equity Consideration Restricted Stock Agreements, issued in compliance with all applicable federal and state securities Applicable Legal Requirements. None of the Parent Common Stock issued pursuant to this Agreement will, upon issuance, be subject to any preemptive rights, rights of first refusal, or other rights to purchase the Parent Common Stock (whether in favor of Parent or any other Person) pursuant to any Contract of Parent.