Common use of Parent Capitalization Clause in Contracts

Parent Capitalization. The authorized capital stock of Parent consists of 75,000,000 shares of Common Stock, $.001 par value per share, of which 24,760,620 shares were issued and outstanding as of the close of business on October 31, 1999, and 5,000,000 shares of Preferred Stock, $.001 par value per share, of which no shares were issued and outstanding as of the close of business on October 31, 1999. As of the close of business on October 31, 1999, Parent had reserved (a) 6,630,000 shares of Common Stock for issuance to employees and independent contractors pursuant to Parent's 1996 Stock Option Plan (the "PARENT EMPLOYEE STOCK OPTION PLAN"), of which, as of October 31, 1999, 4,073,942 shares had been issued pursuant to option exercises and 1,939,774 shares were subject to outstanding, unexercised options (b) 250,000 shares of Common Stock for issuance to directors pursuant to Parent's 1999 Directors' Stock Option Plan (the "PARENT DIRECTORS STOCK OPTION PLAN"), of which, as of October 31, 1999, no shares had been issued pursuant to option exercises and 50,000 shares were subject to outstanding, unexercised options and (c) options to purchase 560,267 shares were outstanding under the Marketwave stock plan assumed by Parent. As of October 31, 1999, 20,000 shares of Common Stock were issuable pursuant to an outstanding warrant. There are no other outstanding shares of capital stock or voting securities of Parent other than shares of Parent Common Stock issued after the date of this Agreement upon the exercise of options issued under the Parent Employee Stock Option Plan or the Parent Directors Stock Option Plan. Other than as contemplated under this Agreement, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Parent or Merger Sub is a party or by which either of them is bound obligating Parent or Merger Sub to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of Parent or Merger Sub or obligating Parent or Merger Sub to grant, extend or enter into any such option, warrant, call, right, commitment or agreement.

Parent Capitalization. The (a) As of the date of this Agreement, the authorized capital stock of Parent consists of 75,000,000 9,000,000,000 shares of Parent Common Stock, $.001 par value per share, of which 24,760,620 shares were issued Stock and outstanding as of the close of business on October 31, 1999, and 5,000,000 50,000,000 shares of Parent Preferred Stock, $.001 par value per share, of which no shares were issued and outstanding as of the close of business on October 31, 1999. As of the close of business on October 31September 20, 19992018, Parent had reserved (ai) 6,630,000 4,452,964,967 shares of Common Stock for issuance to employees and independent contractors pursuant to Parent's 1996 Stock Option Plan (the "PARENT EMPLOYEE STOCK OPTION PLAN"), of which, as of October 31, 1999, 4,073,942 shares had been issued pursuant to option exercises and 1,939,774 shares were subject to outstanding, unexercised options (b) 250,000 shares of Common Stock for issuance to directors pursuant to Parent's 1999 Directors' Stock Option Plan (the "PARENT DIRECTORS STOCK OPTION PLAN"), of which, as of October 31, 1999, no shares had been issued pursuant to option exercises and 50,000 shares were subject to outstanding, unexercised options and (c) options to purchase 560,267 shares were outstanding under the Marketwave stock plan assumed by Parent. As of October 31, 1999, 20,000 shares of Parent Common Stock were issuable issued and outstanding; (ii) no shares of Parent Preferred Stock were issued and outstanding; (iii) 2,324,114 shares of Parent Common Stock were owned by Parent as treasury stock; (iv) 278,902,853 shares of Parent Common Stock were reserved for issuance pursuant to an outstanding warrantthe Parent Stock Incentive Plans. There are no other All of the issued and outstanding shares of capital stock or voting securities of Parent are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. (b) Except as set forth in Section 4.2(a), as of the close of business on September 20, 2018: (i) Parent does not have any other than shares of Parent Common Stock, Parent Preferred Stock issued after the date of this Agreement upon the exercise of options issued under the or other capital stock or equity interests outstanding, (ii) Parent Employee Stock Option Plan has not issued, granted or the Parent Directors Stock Option Plan. Other than as contemplated under this Agreementis bound by any outstanding options, there are no other optionsequity-based awards, equity-linked securities, warrants, puts, calls, subscription rights, commitments preemptive rights, redemption rights or agreements securities convertible or exchangeable into capital stock or equity securities of Parent and (iii) Parent is not party to any character Contract obligating Parent to which (A) issue, transfer or sell any shares of capital stock or other equity interests of Parent or Merger Sub is a party securities convertible into or exchangeable or exercisable for such capital stock or equity interests, (B) issue, grant or be bound by which either any options, equity-based awards, equity-linked securities, warrants, puts, calls, subscription rights, preemptive rights, redemption rights or securities convertible or exchangeable into capital stock or equity securities of them is bound obligating Parent or Merger Sub to issue, deliver, sell(C) redeem, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, otherwise acquire any shares of the capital stock or equity securities of Parent or Merger Sub or obligating Parent or Merger Sub to grant, extend or enter into any such option, warrant, call, right, commitment or agreementParent.

Parent Capitalization. (a) As of August 9, 2013, the authorized capital of Parent consists of 250,000,000 shares of Parent Common Stock, of which 81,385,302 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 of 75,000,000 shares of Common Stock, $.001 par value per share, of which 24,760,620 shares were issued and outstanding are as of the close of business on October 31, 1999, and 5,000,000 shares of Preferred Stock, $.001 par value per share, of which no shares were issued and outstanding as of the close of business on October 31, 1999. As of the close of business on October 31, 1999, Parent had reserved (a) 6,630,000 shares of Common Stock for issuance to employees and independent contractors pursuant to stated in Parent's 1996 Stock Option Plan (the "PARENT EMPLOYEE STOCK OPTION PLAN"), certificate of which, as of October 31, 1999, 4,073,942 shares had been issued pursuant to option exercises and 1,939,774 shares were subject to outstanding, unexercised options incorporation. (b) 250,000 shares of Common Stock for issuance to directors pursuant to Parent's 1999 Directors' Stock Option Plan (the "PARENT DIRECTORS STOCK OPTION PLAN"), of which, as of October 31, 1999, no shares had been issued pursuant to option exercises and 50,000 shares were subject to outstanding, unexercised options and (c) options to purchase 560,267 shares were outstanding under the Marketwave stock plan assumed by Parent. As of October 31August 9, 19992013, 20,000 shares of Common Stock were issuable pursuant to an outstanding warrant. There are no other outstanding shares of capital stock or voting securities of Parent other than 8,753,190 shares of Parent Common Stock issued after the date are reserved for issuance under Parent's 2012 Equity Incentive Plan, of this Agreement upon the exercise which 6,103,092 shares are subject to outstanding options and restricted stock units ("Parent Options") to purchase shares of options issued under Parent Common Stock. (c) Except for (x) the Parent Employee Stock Option Plan or Options and as set forth in Part 3.4(c) of the Parent Directors Stock Option Plan. Other than Disclosure Schedule, and (y) those rights set forth in Part 3.4(c) of the Parent Disclosure Schedule, as contemplated under this Agreementof August 9, 2013: (i) there are no other existing options, warrants, calls, rights (including conversion rights, commitments preemptive rights, co-sale rights, rights of first refusal or other similar rights) or agreements to which the Parent is a party requiring the issuance, sale or transfer by Parent of any character 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; 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 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 Merger, including upon exercise of Company Options assumed by Parent hereunder will be, when issued in accordance with the terms hereof and, in the case of assumed Company Options, thereof, voting stock that is duly authorized, validly issued, fully paid and nonassessable, free and clear of any Encumbrances created by Parent (including restrictions on rights of disposition other than restrictions created under applicable securities laws) and not subject to any preemptive rights created by statute, the Amended and Restated Certificate of Incorporation or Bylaws of Parent or any Contract to which Parent or Merger Sub is a party or by which either of them it is bound obligating Parent or Merger Sub to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of Parent or Merger Sub or obligating Parent or Merger Sub to grant, extend or enter into any such option, warrant, call, right, commitment or agreementbound.

Parent Capitalization. The authorized capital stock of Parent consists of 75,000,000 shares of Common Stock, $.001 par value per share, of which 24,760,620 21,874,844 shares were issued and outstanding as of the close of business on October August 31, 1999, and 5,000,000 shares of Preferred Stock, $.001 par value per share, of which no shares were issued and outstanding as of the close of business on October August 31, 1999. As of the close of business on October August 31, 1999, Parent had reserved (a) 6,630,000 6,330,000 shares of Common Stock for issuance to employees and independent contractors pursuant to Parent's 1996 Stock Option Plan (the "PARENT EMPLOYEE STOCK OPTION PLAN"), of which, as of October August 31, 1999, 4,073,942 shares had been issued pursuant to option exercises and 1,939,774 1,375,774 shares were subject to outstanding, unexercised options and (b) 250,000 shares of Common Stock for issuance to directors pursuant to Parent's 1999 Directors' Stock Option Plan (the "PARENT DIRECTORS STOCK OPTION PLAN"), of which, as of October August 31, 1999, no shares had been issued pursuant to option exercises and 50,000 shares were subject to outstanding, unexercised options and (c) options to purchase 560,267 shares were outstanding under the Marketwave stock plan assumed by Parentoptions. As of October August 31, 1999, 20,000 shares of Common Stock were issuable pursuant to an outstanding warrant. There are no other outstanding shares of capital stock or voting securities of Parent other than shares of Parent Common Stock issued after the date of this Agreement upon the exercise of options issued under the Parent Employee Stock Option Plan or the Parent Directors Stock Option Plan. Other than as contemplated under this Agreement, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Parent or Merger Sub is a party or by which either of them is bound obligating Parent or Merger Sub to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of Parent or Merger Sub or obligating Parent or Merger Sub to grant, extend or enter into any such option, warrant, call, right, commitment or agreement.

Parent Capitalization. The (a) As of October 29, 2018, the authorized capital stock of Parent consists of 75,000,000 100,000,000 shares of Parent Common Stock, $.001 par value per share, of which 24,760,620 36,483,515 shares were are issued and outstanding as of the close of business on October 31, 1999outstanding, and 5,000,000 shares of Preferred StockParent preferred stock, $.001 par value per share, none of which no shares were are issued and outstanding as outstanding. The rights, preferences, privileges and restrictions of the close capital stock of business on October 31, 1999. As Parent are as stated in Parent’s certificate of the close of business on October 31, 1999, Parent had reserved (a) 6,630,000 shares of Common Stock for issuance to employees and independent contractors pursuant to Parent's 1996 Stock Option Plan (the "PARENT EMPLOYEE STOCK OPTION PLAN"), of which, as of October 31, 1999, 4,073,942 shares had been issued pursuant to option exercises and 1,939,774 shares were subject to outstanding, unexercised options incorporation. (b) 250,000 shares of Common Stock for issuance to directors pursuant to Parent's 1999 Directors' Stock Option Plan (the "PARENT DIRECTORS STOCK OPTION PLAN"), of which, as of October 31, 1999, no shares had been issued pursuant to option exercises and 50,000 shares were subject to outstanding, unexercised options and (c) options to purchase 560,267 shares were outstanding under the Marketwave stock plan assumed by Parent. As of October 3129, 19992018, 20,000 shares of Common Stock were issuable pursuant to an outstanding warrant. There are no other outstanding shares of capital stock or voting securities of Parent other than (i) 10,279,094 shares of Parent Common Stock issued after the date are reserved for issuance under Parent’s 2012 Stock Incentive Plan, of this Agreement which 4,142,806 shares are subject to outstanding options or restricted stock units, (ii) 220,623 shares of Parent Common Stock are issuable upon the exercise of outstanding options issued under Parent’s Amended and Restated 2004 Stock Option and Incentive Plan, (iii) 840,000 shares of Parent Common Stock are subject to outstanding options or restricted stock units under Parent’s 2018 Inducement Plan, (iv) 625,000 shares of Parent Common Stock are subject to outstanding options and restricted stock units under Parent’s 2014 Stock Option Inducement Plan and (v) no shares of Parent Common Stock are subject to outstanding options or restricted stock units under Parent’s ▇▇▇▇ ▇▇▇ Inducement Plan (clauses (i) through (v), collectively, the “Parent Options”). (c) Except for the Parent Employee Stock Option Plan or the Parent Directors Stock Option Plan. Other than Options, as contemplated under this Agreementof October 29, 2018: (i) there are no other existing options, warrants, calls, rights (including conversion rights, commitments preemptive rights, co-sale rights, rights of first refusal or other similar rights) or agreements of any character to which Parent is a party requiring the issuance, sale or Merger Sub 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; 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 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 Transaction, when issued in accordance with the terms hereof, will be voting stock that is duly authorized, validly issued, fully paid and nonassessable, free and clear of any Liens created by Parent (including restrictions on rights of disposition other than restrictions created under applicable securities laws) and not subject to any preemptive rights created by statute, the certificate of incorporation or bylaws of Parent or any Contract to which Parent is a party or by which either of them it is bound obligating Parent or Merger Sub to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of Parent or Merger Sub or obligating Parent or Merger Sub to grant, extend or enter into any such option, warrant, call, right, commitment or agreementbound.

Parent Capitalization. The authorized capital stock of Parent consists of 75,000,000 (i) fifty million (50,000,000) shares of Parent Common Stock, $.001 of which no more than 770,083 shares of Parent Common Stock shall be issued and outstanding immediately prior to the Effective Time, after giving effect to the Stock Repurchase, but without giving effect to the issuance of shares of Parent Common Stock or Parent Preferred Stock pursuant to Section 1.5(a)(ii) or the issuance of shares of Parent Preferred Stock in the Private Placement, and (ii) five million (5,000,000) shares of Preferred Stock, par value $0.001 per share, of which 24,760,620 One Hundred Fourteen Thousand (114,000) are designated as Series A Convertible Preferred Stock, of which no shares were are issued and outstanding as of the close date of business on October 31, 1999, and 5,000,000 shares of Preferred Stock, $.001 par value per share, of which no shares were issued and outstanding as this Agreement. Section 3.3 of the close Parent Disclosure Letter sets forth the number of business on October 31, 1999. As of the close of business on October 31, 1999, Parent had reserved (a) 6,630,000 shares of Common Stock for issuance to employees and independent contractors pursuant to Parent's 1996 Stock Option Plan (the "PARENT EMPLOYEE STOCK OPTION PLAN"), of which, as of October 31, 1999, 4,073,942 shares had been issued pursuant to option exercises and 1,939,774 shares were subject to outstanding, unexercised options (b) 250,000 shares of Common Stock for issuance to directors pursuant to Parent's 1999 Directors' Stock Option Plan (the "PARENT DIRECTORS STOCK OPTION PLAN"), of which, as of October 31, 1999, no shares had been issued pursuant to option exercises and 50,000 shares were subject to outstanding, unexercised options and (c) options to purchase 560,267 shares were outstanding under the Marketwave stock plan assumed by Parent. As of October 31, 1999, 20,000 shares of Common Stock were issuable pursuant to an outstanding warrant. There are no other outstanding shares of capital stock or voting securities of Parent other than shares of Parent Common Stock issued after held by each of the shareholders of Parent (the “Parent Shareholders”) as of the date of this Agreement upon Agreement (A) No shares of Capital Stock of Parent are subject to preemptive rights or any other similar rights or any Liens suffered or permitted by Parent; (B) there are no outstanding options, rights, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable for, any shares of Capital Stock of Parent, Merger Sub or Name Change Merger Sub, or agreements or other arrangements by which Parent is or may become bound to issue additional shares of Capital Stock of Parent, Merger Sub or Name Change Merger Sub or options, rights, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable for, any shares of Capital Stock of Parent, Merger Sub or Name Change Merger Sub; (C) there are no agreements or other arrangements under which Parent, Merger Sub or Name Change Merger Sub is obligated to register the exercise sale of options issued any of its securities under the Parent Employee Stock Option Plan Securities Act; (D) there are no outstanding securities or the Parent Directors Stock Option Plan. Other than as contemplated under this Agreementinstruments of Parent, Merger Sub or Name Change Merger Sub that contain any redemption or similar provisions, and there are no agreements or other arrangements by which Parent, Merger Sub or Name Change Merger Sub is or may become bound to redeem a security of Parent, Merger Sub or Name Change Merger Sub, and there are no other optionsshareholder agreements or similar agreements to which Parent, warrantsMerger Sub, callsName Change Merger Sub or, rightsto the knowledge of Parent, commitments any holder of Parent’s Capital Stock is a party; (E) there are no securities or instruments containing anti-dilution or similar provisions that will or may be triggered by the issuance of the shares of Parent Common Stock, Parent Preferred Stock, the ▇▇▇▇ Warrant or the Private Placement Warrants pursuant to the transactions contemplated hereby, including the Merger and the Private Placement; (F) Parent does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (G) to Parent’s knowledge, no officer or director of any character to which Parent or Merger Sub is a party or by which either of them is bound obligating Parent or Merger Sub to issueParent, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of Parent or Merger Sub or obligating Parent or Name Change Merger Sub to grantor beneficial owner of any outstanding shares of Parent Common Stock has pledged shares of Parent Common Stock in connection with a margin account or other loan secured by such Parent Common Stock. There is no voting trust, extend agreement or enter into arrangement among any such option, warrant, call, right, commitment of the record or agreementbeneficial holders of Parent Common Stock or Parent Preferred Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock or Parent Preferred Stock.