Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. Parent's authorized capital stock consists solely of (a) 20,000,000 shares of Parent Common Stock. As of October 31, 1997, (i) 9,120,741 shares of Parent Common Stock were issued and outstanding, (ii) 1,810,000 shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 shares of Parent Common Stock were issuable upon conversion of convertible securities granted or issuable by Parent. Except as set forth on Section 3.4 of the Parent Disclosure Schedule, since October 31, 1997, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock is, and all shares of Parent Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereof, other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7) or in Section 3.4 to the Parent Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent; and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

Capitalization of Parent. Parent's authorized capital stock consists solely of (a) 20,000,000 50,000,000 shares of common stock, $0.10 par value per share ("Parent Common Stock"), and (b) 500,000 shares of preferred stock, $0.01 par value per share ("Parent Preferred Stock"), of which 200,000 shares have been designated as Series A Junior Participating Preferred Stock (the "Parent Series A Preferred Stock"). As of October 31August 11, 1997, (i) 9,120,741 12,283,127 shares of Parent Common Stock were issued and outstanding, (ii) 1,810,000 1,457,985 shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 shares of Parent Common Stock were issuable upon conversion of options, warrants or convertible securities granted or issuable by Parent, and (iii) no shares of Parent Preferred Stock were issued and outstanding. Except as set forth on Section 3.4 of the Parent Disclosure Schedule, since October 31Since August 11, 1997, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock is, and all shares of Parent Common Stock to be issued in connection with the Merger will bebe at the time of issuance, duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereof, other than the rights ("Parent Rights") issued under the rights agreement, dated as of October 23, 1996, between Parent and ChaseMellon Shareholder Services, L.L.C. (the "Parent Rights Agreement"), and other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7) or in Section 3.4 to the Parent Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent; and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

Capitalization of Parent. Parent's (a) The authorized capital stock of Parent consists solely of two hundred fifty million (a250,000,000) 20,000,000 shares of Parent Common Stock and one million (1,000,000) shares of preferred stock, par value $0.0001 per share (“Parent Preferred Stock”), of which there were issued and outstanding as of the close of business on the date hereof, nine million five hundred twenty-three eight hundred ten (9,523,810) shares of Parent Common Stock and zero (0) shares of Parent Preferred Stock. There are no other outstanding shares of capital stock or other securities of Parent other than Parent Common Stock issuable after the date hereof upon the exercise of warrants (“Parent Warrants”). All outstanding shares of Parent Common Stock and Parent Preferred Stock have been duly authorized, validly issued, fully paid and are nonassessable. As of the close of business on the date hereof, Parent has reserved twelve million (12,000,000) shares of Parent Common Stock. As of October 31, 1997, (i) 9,120,741 shares of which are subject to outstanding and unexercised Parent Common Stock were issued and outstanding, (ii) 1,810,000 shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 shares of Parent Common Stock were issuable upon conversion of convertible securities granted or issuable by ParentWarrants. Except as set forth on Section 3.4 Schedule 3.2 of the Parent Disclosure Schedule, since October 31, 1997, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock is, and all shares of Parent Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereofSchedules, other than as set forth above, in this Agreement and the Parent SEC Documents (as defined in Section 3.7) or in Section 3.4 to the Parent Disclosure ScheduleWarrants, there are no outstanding shares of capital stock or subscriptions, other options, warrants, puts, calls, agreementsrights, understandingssecurities, claims or other commitments or rights agreements of any type relating character to the issuancewhich Parent is a party or by which it is bound obligating Parent to issue, sale deliver, sell, repurchase or transfer by Parent of any securities of Parentredeem, nor are there outstanding any securities which are convertible into or exchangeable for cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Parent; and Parent has no obligation or obligating Parent to grant, extend or enter into any such option, warrant, call, right, security, commitment or agreement. All outstanding shares of any kind to issue any additional securities or to pay for securities capital stock of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally were issued in compliance with holders of Parent Common Stockall applicable federal and state securities Laws.

Capitalization of Parent. (a) Parent's entire authorized capital stock consists solely of 42,723 shares which are classified as common stock, with a par value of 500 French Francs per share (a) 20,000,000 shares of "Parent Common Stock. As of October 31, 1997, (i) 9,120,741 shares of Parent Common Stock were issued and outstanding, (ii) 1,810,000 shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 shares of Parent Common Stock were issuable upon conversion of convertible securities granted or issuable by Parent. Except as set forth on Section 3.4 of the Parent Disclosure Schedule, since October 31, 1997, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock is, and all shares of Parent Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rightsCommon"). As of the date hereof, other than there are 41,140 shares of Parent Common issued and outstanding and 1,583 shares reserved for issuance in connection with options awarded under that certain Plan for Application for Shares in Axiohm (all of which options are outstanding (the "Parent Outstanding Options")). Except as set forth above, in the Parent SEC Documents (as defined in Section 3.7) or in Section 3.4 to the Parent Disclosure Schedule, there are outstanding (i) no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any voting securities of Parent, nor are there outstanding (ii) no securities of Parent or any securities which are of the Parent Subsidiaries convertible into or exchangeable for any shares of capital stock or other voting securities of Parent; Parent (iii) no options, warrants or other rights to acquire from Parent or any of the Parent Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and Parent has no obligation of any kind to issue any additional securities or to pay for securities obligations of Parent or any predecessor. of the Parent has Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, (iv) no outstanding bondsequity equivalents, debentures, notes interests in the ownership or earnings of Parent or any of the Parent Subsidiaries or other similar rights (with the securities listed in clauses (i) through (iv) referred to collectively as "Axiohm's Securities"), and (v) no outstanding obligations the holders of which have the right to vote generally with holders of Parent Common Stockor any of the Parent Subsidiaries to repurchase, redeem or otherwise acquire any of Axiohm's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. The Parent Disclosure Statement sets forth a list of all Parent Outstanding Options, which such options are currently vested and which such options will vest as a result of the transactions contemplated by this Agreement.

Capitalization of Parent. Parent's authorized capital stock consists solely of (a) 20,000,000 shares As of the close of business on December 31, 1999, 7,294,478 ordinary shares, nominal value 8 Euros per share, of Parent Common Stock. As of October 31, 1997, (ithe "Parent Shares") 9,120,741 shares of Parent Common Stock were issued and outstanding, (ii) 1,810,000 and 300,000 Parent Shares were held in Parent's treasury and reserved for grants under option and other stock-based plans. All the outstanding shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 shares of Parent Common Stock were issuable upon conversion of convertible securities granted or issuable by Parent. Except as set forth on Section 3.4 of the Parent Disclosure Schedule, since October 31, 1997, Parent has not issued any shares of its 's capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock isare, and all shares of Parent Common Stock to which may be issued in connection with the Merger pursuant to Parent option plans will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued, fully paid and nonassessable and free of any preemptive rightsnon-assessable. As of the date hereof, other than Except (i) as set forth abovein this Section 4.05, in the (ii) for 980,415 bonds of Parent SEC Documents convertible or exchangeable for 980,415 Parent Shares, and (iii) for 5,696,261 warrants to purchase an aggregate of 284,813 Parent Shares, as defined in Section 3.7of December 31, 1999 there were outstanding (x) or in Section 3.4 to the Parent Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any voting securities of Parent, nor are there outstanding any (y) no securities which are of Parent convertible into or exchangeable for any shares of capital stock or voting securities of Parent; , and Parent has (z) no obligation options, warrants or other rights to acquire from Parent, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any kind character, relating to issue the capital stock of Parent, obligating Parent to issue, transfer or sell, any additional capital stock, voting securities or to pay securities convertible into or exchangeable for capital stock or voting securities of Parent or obligating Parent to grant, extend or enter into any predecessor. Parent has no outstanding bondssuch option, debentureswarrant, notes subscription or other similar obligations right, convertible security, agreement, arrangement or commitment (including equity equivalents or stock appreciation rights) (the holders of which have items in clauses (x), (y) and (z) being referred to collectively as the right to vote generally with holders "Parent Securities"). None of Parent Common Stockor its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any Parent Securities or any securities of any Parent Subsidiary, including as a result of the transactions contemplated by this Agreement.

Capitalization of Parent. Parent's authorized capital stock consists solely of (a) 20,000,000 25,000,000 shares of common stock, $.01 par value per share ("Parent Common Stock"), and (b) 5,000,000 shares of preferred stock, $.01 par value per share ("Parent Preferred Stock"). As of October 31November 4, 1997, (i) 9,120,741 14,610,121 shares of Parent Common Stock were issued of which 14,607,729 were outstanding and outstanding2,392 were held by Parent as treasury shares, (ii) 1,810,000 862,547 shares of Parent Common Stock were issuable upon the exercise of options or warrants and 5,012,107 shares of Parent Common Stock were issuable upon conversion of options, warrants or convertible securities granted or issuable by ParentParent and (iii) no shares of Parent Preferred Stock were issued and outstanding. Except as set forth on Section 3.4 Since September 30, 1997, with the exception of the Parent Disclosure ScheduleCommon Stock issued to EFC pursuant to the Plan and the Securities Purchase Agreement and to Enron Capital & Trade Resources Corp. ("ECT") pursuant to the Stock Purchase Agreement dated November 21, since October 311997 (the "Stock Purchase Agreement"), 1997by and between Parent and ECT, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock of Parent is, and all shares of Parent Common Stock to be issued in connection with the Merger will bebe when issued in accordance with Article II, duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereof, other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7) above or in Section 3.4 on Schedule 3.3 to the Parent Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent; and Parent has no obligation of any kind to issue any additional securities securities, other than the Parent Common Stock to be issued to EFC pursuant to the Plan and the Securities Purchase Agreement and to ECT pursuant to the Stock Purchase Agreement or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

Capitalization of Parent. Parent's As of May 15, 2015, the authorized capital stock of Parent consists solely of (a) 20,000,000 1,000,000,000 ordinary shares of Parent Common Stock. As $0.0001 each, of October 31, 1997, (i) 9,120,741 which 178,752,678 shares of Parent Common Stock were are issued and outstanding, (ii) 1,810,000 and 4,000,000 euro deferred shares of €.01 each, of which 4,000,000 are issued and outstanding. All of the issued and outstanding ordinary shares of Parent Common Stock were issuable upon have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth in Section 5.3 of the exercise Parent Disclosure Schedule, as of options the date of this Agreement, there are no outstanding agreements, subscriptions, warrants, options, rights or warrants and 5,012,107 commitments (nor has Parent granted any other right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating Parent to purchase, redeem, issue or sell any ordinary shares or other securities of Parent Common Stock were issuable upon conversion Parent, including any security or obligation of any kind convertible securities granted into or issuable by exchangeable or exercisable for any ordinary shares or other security of Parent. Except as set forth on in Section 3.4 5.3 of the Parent Disclosure Schedule, since October 31, 1997, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock is, and all shares of Parent Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereof, other than as set forth above, in the Parent SEC Documents (as defined in Section 3.7i) or in Section 3.4 to the Parent Disclosure Schedule, there are no outstanding shares or authorized equity equivalents, restricted stock awards, restricted stock units, leveraged share awards, stock appreciation, phantom stock, dividend equivalent rights, profit participation, or other equity awards of capital stock Parent or subscriptionsits Subsidiaries, optionsand (ii) there are no voting trusts, warrants, puts, calls, stockholder agreements, understandingsproxies, claims or other commitments or rights of any type relating similar Contracts with respect to the issuance, sale or transfer by Parent voting of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of the capital stock of Parent; and Parent has no obligation of any kind or its Subsidiaries to issue any additional securities or to pay for securities of which Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stockits Subsidiaries is a party.

Capitalization of Parent. Parent's The total authorized capital stock consists solely of (a) 20,000,000 ------------------------ Parent is 100,000,000 shares of Parent Common Stock, of which 16,359,446 shares are issued and outstanding and none of which are held in the treasury of Parent, 50,000,000 shares of Parent preferred stock, $.001 par value, of which 45,137 shares of Series A Preferred Stock are issued and outstanding. As of October 31, 1997, (i) 9,120,741 The outstanding shares of Parent Common Stock and Parent preferred stock have been duly and validly issued and are fully paid and non-assessable and were issued free of preemptive rights except for the anti-dilution rights available to the Xxxx Group (as such term is defined in that certain Amended and outstandingRestated Shareholders Agreement ("Shareholders Agreement") dated April 30, 1997, by and among Parent and the Shareholders (iias such term is defined in the Shareholders Agreement)) 1,810,000 under the Shareholders Agreement (the "Xxxx Rights"). The shares of Parent Common Stock were issuable upon issued to the exercise of options or warrants Stockholders at the Closing (and 5,012,107 any additional shares of Parent Common Stock were issuable upon conversion of convertible securities granted or issuable by Parent. Except as set forth on issued to the Stockholders pursuant to Section 3.4 of the Parent Disclosure Schedule, since October 31, 1997, Parent has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Parent capital stock is, and all shares of Parent Common Stock to 4.10) shall be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable non-assessable and free of any all preemptive rightsrights except for the Xxxx Rights. As At the Closing, the shares of Parent Common Stock issued to the Stockholders shall constitute 5% of the date hereof, other than Parent Common Stock on a fully-diluted basis. Except as set forth above, in the Parent SEC Documents (as defined in Section 3.7) or in Section 3.4 to the Parent on Schedule 3.2 of Parent's Disclosure Schedule, there are no outstanding neither Parent nor any of Parent's Subsidiaries has granted any option, warrant, subscription or similar right to any person or entity to purchase or acquire any rights with respect to any shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent; and Parent has no obligation of any kind to issue any additional securities or to pay for securities equity interests of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common StockParent's Subsidiaries.