Common use of Acquiror Stock Clause in Contracts

Acquiror Stock. As of the date of this Agreement, the authorized capital stock of Acquiror consists of 130,000,000 shares of capital stock, of which 125,000,000 shares are designated as Acquiror Common Stock, and 5,000,000 shares of preferred stock (the “Acquiror Preferred Stock” and together with the Acquiror Common Stock, the “Acquiror Stock”). As of the Effective Date, the authorized capital stock of Acquiror will consist of 165,000,000 shares of capital stock, of which 160,000,000 shares are designated as Acquiror Common Stock, and 5,000,000 shares of Acquiror Preferred Stock. As of August 7, 2007, (a) 70,444,085 shares of Acquiror Common Stock were issued and outstanding, (b) no shares of Acquiror Preferred Stock were issued and outstanding, (c) 6,631,702 shares of Acquiror Common Stock were reserved for issuance upon the exercise of options issued or issuable under Acquiror’s 2003 Flexible Stock Plan, 1999 Flexible Stock Plan, 1996 Non-Qualified Stock Option Plan and 1999 Employee Stock Purchase Plan, eXI Wireless, Inc. 2000 Share Option Plan, as amended, Digital Axxxx.xxx Inc. Stock Option Plan and 225,000 shares of Acquiror Common Stock reserved for issuance of stock options granted outside of the Acquiror Stock Plans (the “Acquiror Stock Options”), (d) 4,229,154 shares of Acquiror Common Stock were reserved for issuance under outstanding warrants to purchase Acquiror Common Stock, excluding shares that may be issued due to anti-dilution provisions (the “Acquiror Warrants”), and (e) 100,296 shares of Acquiror Common Stock were held in treasury. The outstanding shares of Acquiror Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive or anti-dilution rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Acquiror Stock Options, the Acquiror Warrants and 426,781 shares to be issued pursuant to the terms of certain settlement and employment agreements, there are no shares of Acquiror Common Stock authorized and reserved for issuance, Acquiror does not have any Rights issued or outstanding with respect to Acquiror Stock, and Acquiror does not have any commitment to authorize, issue or sell any Acquiror Stock or Rights as a result of this Agreement or otherwise, except pursuant to this Agreement. Section 4.3(e) of the Acquiror Disclosure Schedule sets forth a list of the holders of outstanding Acquiror Stock Options, Acquiror restricted stock grants and Acquiror Warrants, the date that each such Acquiror Stock Option, Acquiror restricted stock grant or Acquiror Warrant was granted, the number of shares of Acquiror Common Stock subject to each such Acquiror Stock Option, Acquiror restricted stock grant or Acquiror Warrant, the vesting schedule of each such Acquiror Stock Option, Acquiror restricted stock grant or Acquiror Warrant and the price at which each such Acquiror Stock Option or Acquiror Warrant may be exercised.

Acquiror Stock. As of the date of this Agreement, the The authorized capital stock of Acquiror consists of 130,000,000 45,000,000 shares of capital stock, of which 125,000,000 40,000,000 shares are designated as Acquiror Common Stock, and 5,000,000 shares of preferred stock stock, $0.001 par value per share (the “Acquiror Preferred Stock” and together with the Acquiror Common Stock, the “Acquiror Stock”). As of the Effective DateSeptember 4, the authorized capital stock of Acquiror will consist of 165,000,000 shares of capital stock, of which 160,000,000 shares are designated as Acquiror Common Stock, and 5,000,000 shares of Acquiror Preferred Stock. As of August 7, 20072009, (a) 70,444,085 13,810,628 shares of Acquiror Common Stock were issued and outstanding, (b) no shares of Acquiror Preferred Stock were issued and outstanding, (c) 6,631,702 1,477,853 shares of Acquiror Common Stock were reserved for issuance upon the exercise of options issued or issuable under Acquiror’s 2003 2007 Stock Incentive Plan, 2005 Flexible Stock Plan, 1999 and 2002 Flexible Stock Plan, 1996 Non-Qualified Stock Option Plan and 1999 Employee Stock Purchase Plan, eXI Wireless, Inc. 2000 Share Option Plan, as amended, Digital Axxxx.xxx Inc. Stock Option Plan and 225,000 313,122 shares of Acquiror Common Stock reserved for issuance of stock options granted outside of the Acquiror Stock Plans (the “Acquiror Stock Options”), (d) 4,229,154 no warrants to purchase shares of Acquiror Common Stock were reserved for issuance under outstanding warrants to purchase Acquiror Common Stock, excluding shares that may be issued due to anti-dilution provisions (the “Acquiror Warrants”)are outstanding, and (e) 100,296 no shares of Acquiror Common Stock were held in treasury. The outstanding shares of Acquiror Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive or anti-dilution rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Acquiror Stock Options, the Acquiror Warrants and 426,781 shares to be issued pursuant to the terms of certain settlement and employment agreements, there are no shares of Acquiror Common Stock authorized and reserved for issuance, Acquiror does not have any Rights issued or outstanding with respect to Acquiror Stock, and Acquiror does not have any commitment to authorize, issue or sell any Acquiror Stock or Rights as a result of this Agreement or otherwise, except pursuant to this Agreement. Section 4.3(e) of the Acquiror Disclosure Schedule sets forth a list of the holders of outstanding Acquiror Stock Options, Options and Acquiror restricted stock grants and Acquiror Warrantsgrants, the date that each such Acquiror Stock Option, Option or Acquiror restricted stock grant or Acquiror Warrant was granted, the number of shares of Acquiror Common Stock subject to each such Acquiror Stock Option, Option or Acquiror restricted stock grant or Acquiror Warrantgrant, the vesting schedule of each such Acquiror Stock Option, Option or Acquiror restricted stock grant or Acquiror Warrant and the price at which each such Acquiror Stock Option or Acquiror Warrant may be exercised. Except as set forth in Section 4.3(e) of the Acquiror Disclosure Schedule, no options, warrants or other rights to purchase from Acquiror or any Subsidiary, agreements or other obligations of Acquiror or any Subsidiary to issue or other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests in Acquiror or any Subsidiary are outstanding; and, there is no agreement, understanding or arrangement among Acquiror or any Subsidiary and each of their respective stockholders or members or any other Person relating to the ownership or disposition of any capital stock of Acquiror or any Subsidiary or the election of directors of Acquiror or any Subsidiary or the governance of Acquiror’s or any Subsidiary’s affairs, and such agreements, understandings and arrangements, if any, will not be breached or violated as a result of the execution and delivery of, or the consummation of the transactions contemplated by this Agreement.

Acquiror Stock. As of the date of this Agreement, the The authorized capital stock of the Acquiror consists of 130,000,000 100,000,000 shares of capital stock, par value $.04 per share, of which 125,000,000 50,000,000 shares are designated as Acquiror Common Stock, and 5,000,000 50,000,000 shares of preferred stock are undesignated (the “"Acquiror Preferred Undesignated Stock” " and together with the Acquiror Common Stock, the “"Acquiror Stock”"). As of the Effective DateMarch 31, the authorized capital stock of Acquiror will consist of 165,000,000 shares of capital stock, of which 160,000,000 shares are designated as Acquiror Common Stock, and 5,000,000 shares of Acquiror Preferred Stock. As of August 7, 20072000, (a) 70,444,085 21,575,273 shares of Acquiror Common Stock were issued and outstanding, and (b) no shares of Acquiror Preferred Undesignated Stock were issued and outstanding, (c) 6,631,702 1,525,000 shares of Acquiror Common Stock were reserved for issuance upon the exercise of options issued or issuable under the Acquiror’s 2003 Flexible Stock Plan, 1999 Flexible Stock Plan, 1996 Non-Qualified 's 1995 Stock Option Plan and 1999 1996 Non-Employee Stock Purchase Plan, eXI Wireless, Inc. 2000 Share Option Plan, as amended, Digital Axxxx.xxx Inc. Director Stock Option Plan and 225,000 shares of Acquiror Common Stock reserved for issuance of stock options granted outside of the Acquiror Stock Plans (the “"Acquiror Stock Options”), ") and (d) 4,229,154 314,258 shares of Acquiror Common Stock were reserved for issuance under outstanding warrants to purchase Acquiror Common Stock, excluding shares that may be issued due to anti-dilution provisions Stock (the “"Acquiror Warrants”"), and (e) 100,296 shares of Acquiror Common Stock were held in treasury. The outstanding shares of Acquiror Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive or anti-dilution rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Acquiror Stock Options, Options and the Acquiror Warrants and 426,781 shares the convertible notes ("Convertible Notes") which are proposed to be issued issued, offered and sold pursuant to the terms of certain settlement and employment agreementsSEC registration 333-35544 filed April 25, 2000, there are no shares of Acquiror Common Stock authorized and reserved for issuance, the Acquiror does not have any Rights issued or outstanding with respect to Acquiror Exhibit 2.7-28 29 Stock, and the Acquiror does not have any commitment to authorize, issue or sell any Acquiror Stock or Rights as a result of this Agreement or otherwiseRights, except pursuant to this Agreement. Section 4.3(e) The Convertible Notes, when issued, will have a conversion price of not less than the Acquiror Disclosure Schedule sets forth fair market value of a list of the holders of outstanding Acquiror Stock Options, Acquiror restricted stock grants and Acquiror Warrants, the date that each such Acquiror Stock Option, Acquiror restricted stock grant or Acquiror Warrant was granted, the number of shares share of Acquiror Common Stock subject to each such Acquiror Stock Option, Acquiror restricted stock grant or Acquiror Warrant, the vesting schedule of each such Acquiror Stock Option, Acquiror restricted stock grant or Acquiror Warrant and the price at which each such Acquiror Stock Option or Acquiror Warrant may be exercisedStock.

Acquiror Stock. As of the date of this Agreement, the The authorized capital stock of Acquiror consists of 130,000,000 100,000,000 shares of capital stock, par value $.04 per share, of which 125,000,000 50,000,000 shares are designated as common stock (the "Acquiror Common Stock"), and 5,000,000 50,000,000 shares of preferred stock are undesignated (the “"Acquiror Preferred Undesignated Stock” and together with the Acquiror Common Stock, the “Acquiror Stock”"). As of the Effective DateMarch 31, the authorized capital stock of Acquiror will consist of 165,000,000 shares of capital stock, of which 160,000,000 shares are designated as Acquiror Common Stock, and 5,000,000 shares of Acquiror Preferred Stock. As of August 7, 20072000, (a) 70,444,085 21,575,273 shares of Acquiror Common Stock were issued and outstanding, (b) no shares of Acquiror Preferred Undesignated Stock were issued and outstanding, (c) 6,631,702 shares of Acquiror Common Stock were reserved for issuance upon the exercise of options issued or issuable under Acquiror’s 2003 Flexible Stock Plan, 1999 Flexible Stock Plan, 1996 Non-Qualified Stock Option Plan and 1999 Employee Stock Purchase Plan, eXI Wireless, Inc. 2000 Share Option Plan, as amended, Digital Axxxx.xxx Inc. Stock Option Plan and 225,000 shares of Acquiror Common Stock reserved for issuance of stock options granted outside of the Acquiror Stock Plans (the “Acquiror Stock Options”), (d) 4,229,154 1,525,000 shares of Acquiror Common Stock were reserved for issuance under outstanding warrants to purchase Acquiror Common Stock, excluding shares that may be issued due to anti-dilution provisions (the “Acquiror Warrants”)Acquiror's Stock Option Plans, and (ed) 100,296 314,258 shares of Acquiror Common Stock were held in treasuryreserved for issuance under Acquiror Warrants. The outstanding shares of Acquiror Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive or anti-dilution rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the as set forth in Acquiror's Disclosure Schedule and Acquiror Stock Options, the Acquiror Warrants and 426,781 shares Shares to be issued pursuant to the terms Agreement and Plan of certain settlement Merger between and employment agreementsamong Kinnxxx Xxxestments, Inc., Acquiror and SW Acquisition, Inc. (the "Kinnxxx Xxxeement") and Acquiror Warrants and the convertible notes ("Convertible Notes") which are proposed to be issued, offered and sold pursuant to SEC registration 333-35544 filed April 25, 2000, there are no shares of Acquiror Common Stock authorized and reserved for issuance, Acquiror does not have any Rights issued or outstanding with respect to Acquiror Stock, and Acquiror does not have any commitment or plans to authorize, issue or sell any Acquiror Stock or Rights as a result of this Agreement or otherwiseRights, except pursuant to this Agreement. Section 4.3(e) of the Acquiror Disclosure Schedule sets forth a list of the holders of outstanding Acquiror Stock Options, Acquiror restricted stock grants and Acquiror Warrants, the date that each such Acquiror Stock Option, Acquiror restricted stock grant or Acquiror Warrant was granted, the number of shares of Acquiror Common Stock subject to each such Acquiror Stock Option, Acquiror restricted stock grant or Acquiror Warrant, the vesting schedule of each such Acquiror Stock Option, Acquiror restricted stock grant or Acquiror Warrant and the price at which each such Acquiror Stock Option or Acquiror Warrant may be exercised.

Acquiror Stock. As of the date of this Agreement, the The authorized capital stock of the Acquiror consists of 130,000,000 100,000,000 shares of capital stock, par value $.04 per share, of which 125,000,000 50,000,000 shares are designated as Acquiror Common Stock, and 5,000,000 50,000,000 shares of preferred stock are undesignated (the “Acquiror Preferred Stock” and together with the Acquiror Common Stock"ACQUIROR UNDESIGNATED STOCK" AND TOGETHER WITH THE ACQUIROR COMMON STOCK, the “Acquiror Stock”THE "ACQUIROR STOCK"). As of the Effective DateMarch 31, the authorized capital stock of Acquiror will consist of 165,000,000 shares of capital stock, of which 160,000,000 shares are designated as Acquiror Common Stock, and 5,000,000 shares of Acquiror Preferred Stock. As of August 7, 20072000, (a) 70,444,085 21,575,273 shares of Acquiror Common Stock were issued and outstanding, and (b) no shares of Acquiror Preferred Undesignated Stock were issued and outstanding, (c) 6,631,702 1,525,000 shares of Acquiror Common Stock were reserved for issuance upon the exercise of options issued or issuable under the Acquiror’s 2003 Flexible Stock Plan, 1999 Flexible Stock Plan, 1996 Non-Qualified 's 1995 Stock Option Plan and 1999 1996 Non-Employee Stock Purchase Plan, eXI Wireless, Inc. 2000 Share Option Plan, as amended, Digital Axxxx.xxx Inc. Director Stock Option Plan and 225,000 shares of Acquiror Common Stock reserved for issuance of stock options granted outside of the Acquiror Stock Plans (the “Acquiror Stock Options”), "ACQUIROR STOCK OPTIONS") and (d) 4,229,154 314,258 shares of Acquiror Common Stock were reserved for issuance under outstanding warrants to purchase Acquiror Common Stock, excluding shares that may be issued due to anti-dilution provisions Stock (the “Acquiror Warrants”"ACQUIROR WARRANTS"), and (e) 100,296 shares of Acquiror Common Stock were held in treasury. The outstanding shares of Acquiror Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive or anti-dilution rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Acquiror Stock Options, Options and the Acquiror Warrants and 426,781 shares the convertible notes ("CONVERTIBLE NOTES") which are proposed to be issued issued, offered and sold pursuant to the terms of certain settlement and employment agreementsSEC registration 333-35544 filed April 25, 2000, there are no shares of Acquiror Common Stock authorized and reserved for issuance, the Acquiror does not have any Rights issued or outstanding with respect to Acquiror Stock, and the Acquiror does not have any commitment to authorize, issue or sell any Acquiror Stock or Rights as a result of this Agreement or otherwiseRights, except pursuant to this Agreement. Section 4.3(e) The Convertible Notes, when issued, will have a conversion price of not less than the Acquiror Disclosure Schedule sets forth fair market value of a list of the holders of outstanding Acquiror Stock Options, Acquiror restricted stock grants and Acquiror Warrants, the date that each such Acquiror Stock Option, Acquiror restricted stock grant or Acquiror Warrant was granted, the number of shares share of Acquiror Common Stock subject to each such Acquiror Stock Option, Acquiror restricted stock grant or Acquiror Warrant, the vesting schedule of each such Acquiror Stock Option, Acquiror restricted stock grant or Acquiror Warrant and the price at which each such Acquiror Stock Option or Acquiror Warrant may be exercisedStock.