Common use of Capitalization and Related Matters Clause in Contracts

Capitalization and Related Matters. 5.2.1 As of November 24, 2003, the authorized capital of Parent consists of 150,000,000 shares of Common Stock, 29,798,598 of which are issued and outstanding and 50,000,000 shares of Preferred Stock, no shares of which are issued and outstanding. The authorized capital share of Borrower consists of 50,000,000 shares of common stock, par value $0.001 per share, 15,968,000 shares of which are issued and outstanding, and all of which are directly owned and held of record by Parent. The authorized capital share of Cayman Sub I consists of 50,000 shares of common stock, par value $1.00 per share, 50,000 shares of which are issued and outstanding, and all of which are directly owned and held of record by Parent. The authorized capital share of Cayman Sub II consists of 50,000 shares of common stock, par value $1.00 per share, 50,000 shares of which are issued and outstanding, and all of which are directly owned and held of record by Cayman Sub I. 5.2.2 Except as set forth in Section 5.2.1 or on Schedule 5.2.2, no Credit Party has outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, or has outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans. No Credit Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. All of the outstanding shares of each Credit Party’s capital stock are validly issued, fully paid and nonassessable. The Underlying Common Stock has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Warrants and Parent’s Articles of Incorporation, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws. 5.2.3 Assuming the truth and accuracy of the representations and warranties of each Purchaser contained in this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement and the Underlying Common Stock are, or will be, exempt from the registration and prospectus delivery requirements of the Securities Act, and are, or will be, exempt from registration or qualification under the registration, permit or qualification requirements of all applicable state securities laws.

Capitalization and Related Matters. 5.2.1 (a) The authorized capital stock of Purchaser (“Purchaser Capital Stock”) consists of 590,000,000 shares of Purchaser Common Stock and 10,000,000 shares of preferred stock. As of November 24the date hereof, 2003, the authorized capital of Parent consists of 150,000,000 68,873,219 shares of Purchaser Common Stock, 29,798,598 Stock (net of which are treasury shares) were issued and outstanding and 50,000,000 shares outstanding. As of Preferred Stockthe date hereof, no shares of which Purchaser Company Preferred Stock are issued and outstanding. The authorized capital share As of Borrower consists the date hereof, Purchaser has outstanding employee stock options to purchase an aggregate of 50,000,000 5,847,648 shares of common stock, par value $0.001 per share, 15,968,000 Purchaser Common Stock (of which options to purchase an aggregate of 1,399,396 shares of Purchaser Common Stock were exercisable) (“Purchaser Options”). Other than the Purchaser Options and except pursuant to the Purchaser’s 2014 Omnibus Incentive Plan, there are no outstanding subscriptions, options, warrants, commitments, preemptive rights, deferred compensation rights, agreements, arrangements or commitments of any kind to which are issued and outstanding, and all of which are directly owned and held of record by Parent. The authorized capital share of Cayman Sub I consists of 50,000 shares of common stock, par value $1.00 per share, 50,000 shares of which are issued and outstanding, and all of which are directly owned and held of record by Parent. The authorized capital share of Cayman Sub II consists of 50,000 shares of common stock, par value $1.00 per share, 50,000 shares of which are issued and outstanding, and all of which are directly owned and held of record by Cayman Sub I. 5.2.2 Except as set forth in Section 5.2.1 or on Schedule 5.2.2, no Credit Party has outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation featuresthe Purchaser is a party relating to the issuance of, or has outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exercisable or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans. No Credit Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire for, any shares of its capital stock or of any warrants, options class or other rights to acquire its capital stockequity interests of the Purchaser. All shares of the Purchaser Capital Stock have been duly authorized, and all issued and outstanding shares of each Credit Party’s capital stock Purchaser Common Stock have been validly issued and are fully paid and non-assessable. (b) The shares of Purchaser Common Stock to be issued in accordance with this Agreement will, upon such issuance, be duly authorized, validly issued, fully paid and nonassessable. The Underlying Common Stock has been duly and validly reserved for issuance andnon-assessable, upon issuance free of any Liens (other than Liens created by this Agreement or any obligations of the holder thereof to comply with applicable laws in accordance connection with the terms of the Warrants and Parent’s Articles of Incorporationsale or transfer thereof), will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws. 5.2.3 Assuming the truth and accuracy of the representations and warranties of each Purchaser contained in this Agreement, the offer, sale and issuance issued without violation of the Securities as contemplated by this Agreement and the Underlying Common Stock are, Act or will be, exempt from the registration and prospectus delivery requirements of the Securities Act, and are, or will be, exempt from registration or qualification under the registration, permit or qualification requirements of all applicable state securities laws.