Common use of Acquiror Capitalization Clause in Contracts

Acquiror Capitalization. (a) The authorized capital stock of Acquiror currently consists exclusively of: (i) 100,000,000 shares of Acquiror Common Stock, of which, as of the date of this Agreement (the “Acquiror Capitalization Date”), 55,236,093 shares were issued and outstanding, and 2,880,876 shares were held in the treasury of Acquiror; and (ii) 1,000,000 shares of Acquiror’s preferred stock, $0.001 par value per share (the “Acquiror Preferred Stock”), of which no shares were issued and outstanding as of the Acquiror Capitalization Date. Acquiror does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the stockholders of Acquiror on any matter. All of the issued and outstanding shares of Acquiror Capital Stock have been, and those shares of Acquiror Common Stock to be issued pursuant to the Merger will be, duly authorized and validly issued and fully paid, nonassessable and free of preemptive rights. Acquiror’s securities are not listed, or quoted, for trading on any U.S. domestic or foreign securities exchange, other than the Nasdaq Global Select Market and Acquiror satisfies all of the quantitative maintenance criteria of the Nasdaq Global Select Market.

Acquiror Capitalization. (a) The authorized capital stock of Acquiror currently consists exclusively of: (i) 100,000,000 20,000,000 shares of Acquiror Common Stock, of which, as of the date immediately preceding the date of this Agreement (the “Acquiror Capitalization Date”), 55,236,093 15,597,619 shares were issued and outstanding, and 2,880,876 shares were held in the treasury of Acquiror; and (ii) 1,000,000 250,000 shares of Acquiror’s preferred stock, $0.001 1.00 par value per share (the “Acquiror Preferred Stock”), of which no shares were issued and outstanding as of the Acquiror Capitalization Date. Acquiror does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the stockholders of Acquiror on any matter. All of the issued and outstanding shares of Acquiror Capital Stock have been, and those shares of Acquiror Common Stock to be issued pursuant to the Merger will be, duly authorized and validly issued and fully paid, nonassessable and free of preemptive rights. Acquiror’s securities are not listed, or quoted, for trading on any U.S. domestic or foreign securities exchange, other than the Nasdaq Global Select Market and Acquiror satisfies all of the quantitative maintenance criteria of the Nasdaq Global Select Market.

Acquiror Capitalization. (a) The authorized capital stock of Acquiror currently consists exclusively of: (i) 100,000,000 66,666,667 shares of Acquiror Common Stock, of which, as of the date of this Agreement December 31, 2016 (the “"Acquiror Capitalization Date”"), 55,236,093 38,236,028 shares were issued and outstanding, and 2,880,876 633,232 shares were held in the treasury of Acquiror; and (ii) 1,000,000 shares of Acquiror’s 's preferred stock, $0.001 par value per share (the “"Acquiror Preferred Stock”"), of which no shares were issued and outstanding as of the Acquiror Capitalization Date. Acquiror does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the stockholders of Acquiror on any matter. All of the issued and outstanding shares of Acquiror Capital Stock have been, and those shares of Acquiror Common Stock to be issued pursuant to the Merger will be, duly authorized and validly issued and fully paid, nonassessable and free of preemptive rights. Acquiror’s 's securities are not listed, or quoted, for trading on any U.S. domestic or foreign securities exchange, other than the Nasdaq NASDAQ Global Select Market and Acquiror satisfies all of the quantitative maintenance criteria of the Nasdaq NASDAQ Global Select Market.

Acquiror Capitalization. (a) The authorized capital stock of Acquiror currently consists exclusively of: (i) 100,000,000 20,000,000 shares of Acquiror Common Stock, of which, as of the date of this Agreement March 31, 2017 (the “Acquiror Capitalization Date”), 55,236,093 13,161,219 shares were issued and outstanding, and 2,880,876 shares were held in the treasury of Acquiror; and (ii) 1,000,000 250,000 shares of Acquiror’s preferred stock, $0.001 1.00 par value per share (the “Acquiror Preferred Stock”), of which no shares were issued and outstanding as of the Acquiror Capitalization Date. Acquiror does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the stockholders of Acquiror on any matter. All of the issued and outstanding shares of Acquiror Capital Stock have been, and those shares of Acquiror Common Stock to be issued pursuant to the Merger Stock and Asset Purchase will be, duly authorized and validly issued and fully paid, nonassessable and free of preemptive rights. Acquiror’s securities are not listed, or quoted, for trading on any U.S. domestic or foreign securities exchange, other than the Nasdaq NASDAQ Global Select Market and Acquiror satisfies all of the quantitative maintenance criteria of the Nasdaq NASDAQ Global Select Market.

Acquiror Capitalization. (a) The authorized capital stock of Acquiror currently consists exclusively of: (i) 100,000,000 20,000,000 shares of Acquiror Common Stock, of which, as of the date of this Agreement (the “Acquiror Capitalization Date”), 55,236,093 13,936,957 shares were issued and outstanding, and 2,880,876 shares were held in the treasury of Acquiror; and (ii) 1,000,000 250,000 shares of Acquiror’s preferred stock, $0.001 1.00 par value per share (the “Acquiror Preferred Stock”), of which no shares were issued and outstanding as of the Acquiror Capitalization Date. Acquiror does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the stockholders of Acquiror on any matter. All of the issued and outstanding shares of Acquiror Capital Stock have been, and those shares of Acquiror Common Stock to be issued pursuant to the Merger will be, duly authorized and validly issued and fully paid, nonassessable non-assessable and free of preemptive rights. Acquiror’s securities are not listed, or quoted, for trading on any U.S. domestic or foreign securities exchange, other than the Nasdaq Global Select Market and Acquiror satisfies all of the quantitative maintenance criteria of the Nasdaq Global Select Market.