Common use of Authorized and Outstanding Securities Clause in Contracts

Authorized and Outstanding Securities. As of the date hereof, the authorized capital stock of Parent consists of (i) 300,000,000 shares of Parent Common Stock, (ii) 100,000 shares of Series A preferred stock, par value $0.001 per share (“Parent Series A Preferred Stock”), and (iii) 50,000 shares of Series B preferred stock, par value $0.001 per share (“Parent Series B Preferred Stock”, and together with the Parent Series A Preferred Stock, the “Parent Preferred Stock”). As of the date of this Agreement, 13,784,711 shares of Parent Common Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable. Parent has reserved 3,750,000 shares of Parent Common Stock for issuance under Parent’s 2011 Executive Incentive Plan (the “Parent Incentive Plan”). The number of options to purchase shares of Parent Common Stock and restricted stock units issued under the Parent Incentive Plan as of the date of this Agreement are set forth in Section 3.6(a) of the Parent Disclosure Schedule. Parent has reserved 452,858 shares of Parent Common Stock for issuance under warrants to purchase Parent Common Stock outstanding as of the date hereof (the “Parent Warrants”). As of the date of this Agreement, no shares of Parent Series A Preferred Stock and no shares of Parent Series B Preferred Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable. Except as set forth in this Section 3.6 and except for stock options granted pursuant to the Parent Incentive Plan and the Parent Warrants set forth in Part 3.6 of the Parent Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Parent or Merger Sub or obligating Parent or Merger Sub to issue or sell any shares of capital stock of, or other equity interests in, Parent or Merger Sub. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, and all shares of Parent Common Stock issued pursuant to this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. There are no outstanding contractual obligations of Parent or Merger Sub to repurchase, redeem or otherwise acquire any shares of Parent Common Stock or any capital stock of Merger Sub.

Authorized and Outstanding Securities. As of the date hereof, the authorized capital stock of Parent consists of (i) 300,000,000 shares of Parent Common Stock, (ii) 100,000 shares of Series A preferred stock, par value $0.001 per share (“Parent Series A Preferred Stock”), and (iii) 50,000 shares of Series B preferred stock, par value $0.001 per share (“Parent Series B Preferred Stock”, and together with the Parent Series A Preferred Stock, the “Parent Preferred Stock”). As of the date of this Agreement, 13,784,711 74,656,683 shares of Parent Common Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable. Parent has reserved 3,750,000 30,000,000 shares of Parent Common Stock for issuance under Parent’s 2011 Executive Incentive Plan (the “Parent Incentive Plan”). The number , of which (x) options to purchase 17,517,049 shares of Parent Common Stock are currently outstanding and (y) restricted stock units issued under the representing 1,840,000 shares of Parent Incentive Plan Common Stock are outstanding as of the date of this Agreement are set forth in Section 3.6(a) of the Parent Disclosure ScheduleAgreement. Parent has reserved 452,858 36,228,636 shares of Parent Common Stock for issuance under warrants to purchase Parent Common Stock outstanding as of the date hereof (the “Parent Warrants”). As of the date of this Agreement, no 34,275 shares of Parent Series A Preferred Stock and no 21,803.5 shares of Parent Series B Preferred Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable. Except as set forth in this Section 3.6 and except for stock options granted pursuant to the Parent Incentive Plan and the Parent Warrants set forth in Part 3.6 of the Parent Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Parent or Merger Sub or obligating Parent or Merger Sub to issue or sell any shares of capital stock of, or other equity interests in, Parent or Merger Sub. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, and all shares of Parent Common Stock issued pursuant to this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. There are no outstanding contractual obligations of Parent or Merger Sub to repurchase, redeem or otherwise acquire any shares of Parent Common Stock or any capital stock of Merger Sub.

Authorized and Outstanding Securities. As of the date hereof, the authorized capital stock of Parent consists of (i) 300,000,000 shares of Parent Common Stock, 48,265,731 of which are reserved for issuance to the holders of Company Capital Stock and Company Options pursuant to this Agreement, and (ii) 100,000 1,000,000 shares of Series A preferred stock, par value $0.001 per share (“Parent Series A Preferred Stock”), and (iii) 50,000 shares of Series B preferred stock, par value $0.001 per share (“Parent Series B Preferred Stock”, and together with the Parent Series A Preferred Stock, the “Parent Preferred Stock”). As of the date of this Agreement, 13,784,711 76,470,041 shares of Parent Common Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable. Parent has reserved 3,750,000 30,000,000 shares of Parent Common Stock for issuance under Parent’s 2011 Executive Incentive Plan (the “Parent Incentive Plan”). The number , of which (x) options to purchase 16,259,978 shares of Parent Common Stock are currently outstanding and (y) restricted stock units issued under the representing 2,670,001 shares of Parent Incentive Plan Common Stock are outstanding as of the date of this Agreement are set forth in Section 3.6(a) of the Parent Disclosure ScheduleAgreement. Parent has reserved 452,858 9,029,091 shares of Parent Common Stock for issuance under warrants to purchase Parent Common Stock outstanding as of the date hereof (the “Parent Warrants”). As of the date of this Agreement, no shares of Parent Series A Preferred Stock and no shares of Parent Series B Preferred Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable. Except as set forth in this Section 3.6 and except for stock options granted pursuant to the Parent Incentive Plan and the Parent Warrants set forth in Part 3.6 of the Parent Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Parent or Merger Sub or obligating Parent or Merger Sub to issue or sell any shares of capital stock of, or other equity interests in, Parent or Merger Sub. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, and all shares of Parent Common Stock issued pursuant to this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. There are no outstanding contractual obligations of Parent or Merger Sub to repurchase, redeem or otherwise acquire any shares of Parent Common Stock or any capital stock of Merger Sub.