Common use of Authorized and Outstanding Shares Clause in Contracts

Authorized and Outstanding Shares. The authorized capital stock of Parent consists of 300,000,000 shares of Parent Common Stock and 1,000,000 shares of Parent Preferred Stock, (the “Parent Preferred Stock”). As of the close of business on the date immediately preceding the date of this Agreement, there were 101,494,158 issued and outstanding shares of Parent Common Stock, no shares of Parent Common Stock held by Parent in its treasury, and no issued and outstanding shares of Parent Preferred Stock. Section 3.3(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of all outstanding shares of Parent Common Stock subject to outstanding options, warrants or similar rights (collectively, the “Parent Equity Rights”), held in escrow, or reserved for future issuance. Except as set forth therein, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent Common Stock. All shares of Parent Common Stock are, and all shares of Parent Common Stock which may be issued and outstanding immediately prior to the Effective Time as permitted under this Agreement shall be when issued, duly authorized, validly issued, fully paid and nonassessable shares of Parent Common Stock free and clear of all liens and encumbrances and not subject to any preemptive rights.

Authorized and Outstanding Shares. The authorized capital stock of Parent consists of 300,000,000 2,000,000,000 shares of Parent Common Stock Stock, par value $0.00001 and 1,000,000 shares of Parent Preferred Stock, (the “Parent Preferred Stock”). As of the close of business on the date immediately preceding the date of this Agreement, there were 101,494,158 13,236,697 shares issued and outstanding shares of Parent Common Stock, no shares of Parent Common Stock held by Parent in its treasury, and no issued and outstanding shares of Parent Preferred Stock. Section 3.3(a4.3(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of all outstanding shares of Parent Common Stock subject to outstanding options, warrants or similar rights (collectively, the “Parent Equity Rights”), held in escrow, or reserved for future issuance. Except as set forth therein, in Section 4.3(a) of the Parent Disclosure Letter there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent Common Stock. All shares of Parent Common Stock are, and all shares of Parent Common Stock which may be issued and outstanding immediately prior to the Effective Time as permitted under this Agreement shall be when issued, duly authorized, validly issued, fully paid and nonassessable shares of Parent Common Stock free and clear of all liens and encumbrances and not subject to any preemptive rights.