Common use of Parent Capitalization Clause in Contracts

Parent Capitalization. (a) The authorized capital stock of Parent consists of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock, $0.001 par value per share. As of the close of business on December 16, 2020, there were (i) 72,867,924 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding and (ii) no shares of common stock or preferred stock are held in treasury. (b) Except as set forth in the Parent SEC Reports or in Section 5.5(b) of the Buyer Disclosure Schedules, (i) there are no Equity Interests of any class of Parent, or any security exchangeable into or exercisable for such Equity Interests, issued, reserved for issuance or outstanding, (ii) there are no options, warrants, equity securities, calls, rights, commitments or agreements to which Parent is a party or by which Parent is bound obligating Parent to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other Equity Interests of Parent or any security or rights convertible into or exchangeable or exercisable for any such shares or other Equity Interests, or obligating Parent to grant, extend, otherwise modify or amend or enter into any such option, warrant, Equity Interest, call, right, commitment or agreement, (iii) Parent has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right, or to issue or distribute to holders of any Equity Interests of Parent any evidences of Indebtedness or assets of Parent, and (iv) Parent has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any Equity Interests or to pay any dividend or to make any other distribution in respect thereof.

Parent Capitalization. (a) The authorized capital stock of Parent consists of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock, $0.001 par value per share. As of the close of business on December 16, 2020the Business Day prior to the date hereof, there were (i) 72,867,924 59,629,313 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding and (ii) no shares of common stock or preferred stock are held in treasury. (b) Except as set forth in the Parent SEC Reports or in Section 5.5(b6.5(b) of the Buyer Disclosure Schedules, (i) there are no Equity Interests of any class of Parent, or any security exchangeable into or exercisable for such Equity Interests, issued, reserved for issuance or outstanding, (ii) there are no options, warrants, equity securities, calls, rights, commitments or agreements to which Parent is a party or by which Parent is bound obligating Parent to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other Equity Interests of Parent or any security or rights convertible into or exchangeable or exercisable for any such shares or other Equity Interests, or obligating Parent to grant, extend, otherwise modify or amend or enter into any such option, warrant, Equity Interest, call, right, commitment or agreement, (iii) Parent has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right, or to issue or distribute to holders of any Equity Interests of Parent any evidences of Indebtedness or assets of Parent, and (iv) Parent has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any Equity Interests or to pay any dividend or to make any other distribution in respect thereof.

Parent Capitalization. (a) The As of date hereof, the authorized capital stock of Parent consists solely of 500,000,000 100,000,000 shares of common stock and 10,000,000 Parent Common Stock, of which 15,187,330 shares of preferred stock, $0.001 par value per share. As of the close of business on December 16, 2020, there were (i) 72,867,924 shares of common stock issued and outstanding and no as of October 23, 2015. All outstanding shares of preferred stock Parent Common Stock have been duly authorized and validly issued in accordance with Applicable Legal Requirements, are fully paid and outstanding nonassessable and (ii) no shares were issued in accordance with the registration or qualification provisions of common stock the Securities Act and any relevant state securities Applicable Legal Requirements, or preferred stock are held in treasury. (b) pursuant to valid exemptions therefrom Except as set forth disclosed in the Parent SEC Reports or in Section 5.5(b) the ordinary course of the Buyer Disclosure Schedulesbusiness, as of September 30, 2015: (i) there are no Equity Interests Share Equivalents applicable to any capital stock or other equity interests of any class of Parent, Parent or any security exchangeable into or exercisable for such Equity Interests, issued, reserved for issuance or outstanding, (ii) there are no options, warrants, equity securities, calls, rights, commitments or agreements to which Parent is a party or by which Parent is bound of its Subsidiaries obligating Parent or its Subsidiaries (A) to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other Equity Interests of Parent or the capital stock or other equity interests of any security of its Subsidiaries or rights any securities or obligations convertible into or exchangeable or exercisable for any such shares or other Equity Interestsshares, or obligating Parent (B) to grant, extend, otherwise modify or amend extend or enter into any such optionShare Equivalents; (ii) Parent is not party to any material Contracts with respect to (or which affect) the voting, warrantgiving of written consents with respect to the voting, Equity Interesttransfer, callconversion, rightissuance, commitment or agreementregistration, of the Parent Common Stock or the capital stock or other equity interests of any of its Subsidiaries; and (iii) Parent has there are no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right, or to issue or distribute to holders of any Equity Interests outstanding obligations of Parent or any evidences of Indebtedness or assets of Parentits Subsidiaries to redeem, and (iv) Parent has no obligation (contingent or otherwise) to purchaserepurchase, redeem or otherwise acquire any of the Parent Common Stock or the capital stock or other 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 and any holder of the capital stock of Parent or the capital stock or other equity interests of any of its 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 Interests Liens and any Liens arising under this Agreement or the 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 pay this Agreement will, upon issuance, be subject to any dividend preemptive rights, rights of first refusal, or other rights to make purchase the Parent Common Stock (whether in favor of Parent or any other distribution in respect thereofPerson) pursuant to any Contract of Parent.