Common use of Parent and Merger Sub Capital Structure Clause in Contracts

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of the Parent consists of 100,000,000 shares of Common Stock and 3,000,000 shares of preferred stock, par value $.001 per share ("Parent Preferred Stock"). As of the date of this Agreement, the outstanding capitalization of the Parent consists of (i) 3,181,818 shares of Parent Common Stock, (ii) no shares of Parent Preferred Stock, and (iii) no options and warrants to purchase shares of Parent Common Stock. All outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. As of the date hereof there are no outstanding options, warrants, subscriptions, conversion or other rights, agreements or other commitments obligating Parent to issue any shares of its Parent Common Stock or any securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of Parent Common Stock. (b) The authorized capital stock of Merger Sub consists of 1,000,000 shares of common stock, 1,000 shares of which, as of the date hereof, are issued and outstanding and are held by Parent. All such shares have been duly authorized, and all such issued and outstanding shares have been validly issued, are fully paid and nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof.