Common use of Acquiror Capital Structure Clause in Contracts

Acquiror Capital Structure. The authorized capital stock of Acquiror consists of 100,000,000 shares of Acquiror Common Stock, of which there were issued and outstanding as of the close of business on March 5, 2007, 11,877,796 shares of Acquiror Common Stock. There are no other outstanding shares of capital stock or voting securities of Acquiror other than shares of Acquiror Common Stock issued on or after March 5, 2007 upon the exercise of options issued under the stock option plans of Acquiror. The authorized capital stock of Sub consists of 1,000 shares of Common Stock, all of which are issued and outstanding and are held by Acquiror. All outstanding shares of Acquiror and Sub have been duly authorized, validly issued, fully paid and are nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. As of the close of business on December 31, 2006, Acquiror has reserved an aggregate of 2,407,412 shares of Acquiror Common Stock for issuance to employees, directors and independent contractors upon exercise of outstanding options to acquire shares of Acquiror Common Stock issued under Acquiror’s stock option plans. Other than as contemplated by this Agreement, and except as described in this Section 4.2, there are no other options, warrants, calls, rights, commitments or agreements to which Acquiror or Sub is a party or by which either of them is bound obligating Acquiror or 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 Acquiror or Sub or obligating Acquiror or Sub to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. The shares of Acquiror Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid, and non-assessable and issued in compliance with all applicable federal or state securities laws.

Acquiror Capital Structure. The authorized capital stock of Acquiror consists of 100,000,000 30,000,000 shares of Acquiror Common Stock and 10,000,000 shares of Preferred Stock, par value $.01 ("ACQUIROR PREFERRED STOCK"), of which there were issued and outstanding as of the close of business on March 5September 30, 20071998, 11,877,796 11,940,434 shares of Acquiror Common Stock and no shares of Acquiror Preferred Stock. There are no other outstanding shares of capital stock or voting securities of Acquiror other than shares of Acquiror Common Stock issued on or after March 5October 1, 2007 1998 upon the exercise of options issued under the stock option plans of Acquiror. The authorized capital stock of Sub consists of 1,000 shares of Common Stock, all of which are issued and outstanding and are held by Acquiror. All outstanding shares of Acquiror and Sub have been duly authorized, validly issued, fully paid and are nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. As of the close of business on December 31September 30, 20061998, Acquiror has reserved an aggregate of 2,407,412 1,245,488 shares of Acquiror Common Stock for issuance to employees, directors and independent contractors upon exercise of outstanding options to acquire shares of Acquiror Common Stock issued under Acquiror’s 's stock option plans. Other than as contemplated by this Agreement, and except as described in this Section 4.2, there are no other options, warrants, calls, rights, commitments or agreements to which Acquiror or Sub is a party or by which either of them is bound obligating Acquiror or 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 Acquiror or Sub or obligating Acquiror or Sub to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. The shares of Acquiror Common Stock to be issued pursuant to the Merger (including shares of Acquiror Common Stock issued upon exercise of Target Options assumed by Acquiror) will be duly authorized, validly issued, fully paid, and non-assessable and issued in compliance with all applicable federal or state securities laws.

Acquiror Capital Structure. The authorized capital stock of Acquiror consists of 100,000,000 30,000,000 shares of Acquiror Common Stock and 10,000,000 shares of Preferred Stock, par value $.01 ("ACQUIROR PREFERRED STOCK"), of which there were issued and outstanding as of the close of business on March 5September 29, 20072000, 11,877,796 10,910,152 shares of Acquiror Common Stock and no shares of Acquiror Preferred Stock. There are no other outstanding shares of capital stock or voting securities of Acquiror other than shares of Acquiror Common Stock issued on or after March 5October 1, 2007 2000 upon the exercise of options issued under the stock option plans of Acquiror. The authorized capital stock of Sub consists of 1,000 shares of Common Stock, all of which are issued and outstanding and are held by Acquiror. All outstanding shares of Acquiror and Sub have been duly authorized, validly issued, fully paid and are nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. As of the close of business on December 31September 29, 20062000, Acquiror has reserved an aggregate of 2,407,412 2,191,790 shares of Acquiror Common Stock for issuance to employees, directors and independent contractors upon exercise of outstanding options to acquire shares of Acquiror Common Stock issued under Acquiror’s 's stock option plans. Other than as contemplated by this Agreement, and except as described in this Section 4.2, there are no other options, warrants, calls, rights, commitments or agreements to which Acquiror or Sub is a party or by which either of them is bound obligating Acquiror or 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 Acquiror or Sub or obligating Acquiror or Sub to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. The shares of Acquiror Common Stock to be issued pursuant to the Merger (including shares of Acquiror Common Stock issued upon exercise of Target Options assumed by Acquiror) will be duly authorized, validly issued, fully paid, and non-assessable and issued in compliance with all applicable federal or state securities laws.

Acquiror Capital Structure. The authorized capital stock of -------------------------- Acquiror consists of 100,000,000 60,000,000 shares of Common Stock, par value of $0.01 per share ("Acquiror Common Stock") and 3,000,000 shares of Preferred Stock, par value $0.01 per share ("Acquiror Preferred Stock"), of which there were issued and outstanding as of the close of business on March 5December 31, 20071998, 11,877,796 23,362,772 shares of Acquiror Common Stock and no shares of Acquiror Preferred Stock. There are no other outstanding shares of capital stock or voting securities of Acquiror other than shares of Acquiror Common Stock issued on after December 31, 1998 under Acquiror's 1997 Employee Stock Purchase Plan and the Acquiror's 1998 Employee Stock Purchase Plan (collectively, the "ESPP") or after March 5, 2007 upon the exercise of options issued under the stock option plans of Acquiror's 1982 Employee Incentive Stock Option Plan, 1992 Stock Option Plan or 1997 Director Stock Option Plan. The authorized capital stock of Sub consists of 1,000 shares of Common Stock, all of which are issued and outstanding and are held by Acquiror. All outstanding shares of Acquiror and Sub have been duly authorized, validly issued, fully paid and are nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. As of the close of business on December 31, 20061998, Acquiror has reserved an aggregate of 2,407,412 2,485,959 shares of Acquiror Common Stock for issuance to employees, directors and independent contractors upon exercise of outstanding options to acquire shares of Acquiror Common Stock issued under Acquiror’s the Acquiror stock option plansplans and an aggregate of 0 shares of Common Stock for issuance upon exercise of outstanding warrants. Other than as contemplated by this AgreementAgreement or under the ESPP, and except as described in this Section 4.2, there are no other options, warrants, calls, rights, commitments or agreements to which Acquiror or Sub is a party or by which either of them is bound obligating Acquiror or 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 Acquiror or Sub or obligating Acquiror or Sub to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. The shares of Acquiror Common Stock to be issued pursuant to the Merger (including shares of Acquiror Common Stock issued upon exercise of Target Options assumed by Acquiror) have been reserved for issuance and will be duly authorized, validly issued, fully paid, and non-non- assessable and issued in compliance with all applicable federal or state securities laws.

Acquiror Capital Structure. The authorized capital stock -------------------------- of Acquiror consists of 100,000,000 225,000,000 shares of Acquiror Common Stock and 10,000,000 shares of Preferred Stock, par value $0.00067 per share ("ACQUIROR PREFERRED STOCK"), of which there were issued and outstanding as of the close of business on March 5September 30, 20071997, 11,877,796 43,099,792 shares of Acquiror Common Stock and no shares of Acquiror Preferred Stock. There are no other outstanding shares of capital stock or voting securities of Acquiror other than shares of Acquiror Common Stock issued on after October 1, 1997 under the Yahoo! Inc. 1996 Employee Stock Purchase Plan (the "ESPP") or after March 5, 2007 upon the exercise of options issued under the stock option plans of AcquirorYahoo! Inc. 1995 Stock Option Plan and the Yahoo! Inc. 1996 Director Stock Option Plan. The authorized capital stock of Sub consists of 1,000 shares of Common Stock, all of which are issued and outstanding and are held by Acquiror. All outstanding shares of Acquiror and Sub have been duly authorized, validly issued, fully paid and are nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. As of the close of business on December 31September 30, 20061997,, Acquiror has reserved an aggregate of 2,407,412 9,540,890 shares of Acquiror Common Stock for issuance to employees, directors and independent contractors upon exercise of outstanding options to acquire shares of Acquiror Common Stock issued under Acquiror’s the Acquiror stock option plansplans and an aggregate of 48,000 shares of Common Stock for issuance upon exercise of outstanding warrants. Other than as contemplated by this AgreementAgreement or under the ESPP, and except as described in this Section 4.2, there are no other options, warrants, calls, rights, commitments or agreements to which Acquiror or Sub is a party or by which either of them is bound obligating Acquiror or 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 Acquiror or Sub or obligating Acquiror or Sub to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. The shares of Acquiror Common Stock to be issued pursuant to the Merger (including shares of Acquiror Common Stock issued upon exercise of Target Options and Target Warrants assumed by Acquiror) will be duly authorized, validly issued, fully paid, and non-assessable and issued in compliance with all applicable federal or state securities laws.