Common use of Capitalization; Debt Schedule Clause in Contracts

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company's stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Preferred Shares, Warrants and Preferred Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Preferred Shares and exercise of the Warrants and the Preferred Warrants is set forth on Schedule 3.5 hereto. All outstanding shares of capital stock of the Company have been validly issued, fully paid and nonassessable, and all shares of capital stock issued by any Subsidiary have been validly issued, fully paid and nonassessable, free and clear of all Liens other than Permitted Liens. All outstanding shares of capital stock of the Company were issued, sold and delivered in full compliance with all applicable Federal and state securities laws. No shares of the capital stock of the Company are subject to preemptive rights or any other similar rights of security holders of the Company or any Liens created by or through the Company. Except as set forth on Schedule 3.5, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company, or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries (whether pursuant to anti-dilution, "reset" or other similar provisions). Except as disclosed on Schedule 3.5 hereto, the Company or a Subsidiary or the Company owns all of the capital stock of each Subsidiary of the Company. Except as described on Schedule 3.5 hereto, neither the Company nor any of its Subsidiaries has any material Debt outstanding as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereofCompany, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company's ’s stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Preferred Shares, Warrants and Preferred Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Preferred Shares and exercise of the Warrants and the Preferred Warrants Warrants, is set forth on Schedule 3.5 3.5(i) hereto. All outstanding shares of capital stock of the Company have been been, or upon issuance will be, validly issued, fully paid and nonassessable, non-assessable. All of the direct and indirect Subsidiaries of the Company are set forth on Schedule 3.5(ii) hereto. The Company or a Company Subsidiary owns all shares of the capital stock issued by any Subsidiary have been of each Company Subsidiary, which capital stock is validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens other than Permitted Liens. All outstanding shares of capital stock of the Company were issued, sold and delivered in full compliance with all applicable Federal and state securities laws. No no shares of the capital stock of the Company or any Company Subsidiary are subject to preemptive rights or any other similar rights of security holders the stockholders of the Company or any such Company Subsidiary or any Liens created by or through the CompanyCompany or any such Company Subsidiary. Except as set forth disclosed on Schedule 3.53.5(i) or as contemplated herein, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any Company Subsidiary, or arrangements by which the Company or any Company Subsidiary is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries Company Subsidiary (whether pursuant to anti-dilution, "“reset" ” or other similar provisions). Except as disclosed on Schedule 3.5 hereto, 3.5(iv) identifies all Debt of the Company or a Subsidiary or and/or the Company owns all of the capital stock of each Subsidiary of the Company. Except as described on Schedule 3.5 hereto, neither the Company nor any of its Subsidiaries has any material Debt currently outstanding as of the date hereof, and Schedule 3.5(v) identifies all Liens encumbering any of the assets of the Company and/or the Company Subsidiaries as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereofCompany, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company's ’s stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Preferred Shares, Warrants Notes and Preferred Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Preferred Shares Notes and exercise of the Warrants and the Preferred Warrants Warrants, is set forth on Schedule 3.5 hereto. All outstanding shares of capital stock of the Company have been been, or upon issuance will be, validly issued, fully paid and nonassessablenon-assessable. All Subsidiaries of the Company are disclosed on Schedule 3.5 hereto. Except as disclosed on Schedule 3.5 hereto, and the Company or a wholly-owned Subsidiary of the Company owns all shares of the capital stock issued by any of each Subsidiary have been of the Company, which capital stock is validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens other than Permitted Liens. All outstanding shares of capital stock of the Company were issued, sold and delivered in full compliance with all applicable Federal and state securities laws. No no shares of the capital stock of the Company or any of its Subsidiaries are subject to preemptive rights or any other similar rights of security holders the shareholders of the Company or any such Subsidiary or any Liens created by or through the CompanyCompany or any such Subsidiary. Except as set forth disclosed on Schedule 3.53.5 or as contemplated herein, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries (whether pursuant to anti-dilution, "“reset" ” or other similar provisions). Except as disclosed on Schedule 3.5 hereto, identifies all Debt of the Company or a Subsidiary or the Company owns all of the capital stock of each Subsidiary of the Company. Except as described on Schedule 3.5 hereto, neither the Company nor any of and/or its Subsidiaries has any material Debt currently outstanding in excess of $25,000 as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereofCompany, Software and Games, including its their respective authorized capital stockshare capital, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company's their respective stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Preferred Shares, Warrants and Preferred WarrantsNotes) exercisable for, or convertible into or exchangeable for any of their respective shares of Common Stock and the number of shares Company Common Shares initially to be reserved for issuance upon conversion of the Preferred Shares and exercise of the Warrants and the Preferred Warrants Notes, is set forth on Schedule 3.5 heretoSCHEDULE 3.5. All outstanding shares of share capital stock of the Company have been has been, or upon issuance will be, validly issued, fully paid and nonassessablenon-assessable. All Material Subsidiaries of the Company are disclosed on SCHEDULE 3.5. Except as disclosed on SCHEDULE 3.5, and the Company or a wholly-owned Subsidiary of the Company owns all shares of the share capital stock issued by any of each Material Subsidiary have been of the Company, which share capital is validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens other than Permitted Liens. All outstanding shares of the share capital stock of the Company were issued, sold and delivered in full compliance with all applicable Federal and state securities laws. No shares or any of the capital stock of the Company are its Material Subsidiaries is not subject to preemptive rights or any other similar rights of security holders the shareholders of the Company or any such Material Subsidiary or any Liens created by or through the CompanyCompany or any such Material Subsidiary. Except as set forth disclosed on Schedule 3.5SCHEDULE 3.5 or as contemplated herein, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of share capital stock of the CompanyCompany or any of its Material Subsidiaries, or arrangements by which the Company or any of its Material Subsidiaries is or may become bound to issue additional shares of share capital stock of the Company or any of its Material Subsidiaries (whether pursuant to anti-dilution, "reset" or other similar provisions). Except as disclosed on Schedule SCHEDULE 3.5 hereto, identifies all Debt of the Company or a Subsidiary or the Company owns all and/or its Material Subsidiaries currently outstanding in excess of the capital stock of each Subsidiary of the Company. Except as described on Schedule 3.5 hereto, neither the Company nor any of its Subsidiaries has any material Debt outstanding $500,000 as of the date hereof, and identifies all Liens on any of the Property of the Company or any of its Material Subsidiaries, except for such Liens that do not individually or in the aggregate materially affect the value of such property or materially interfere with the use made of such Property by the Company and the Material Subsidiaries.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereofCompany, Software and Games, including its their respective authorized capital stockshare capital, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company's their respective stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Preferred Shares, Warrants and Preferred WarrantsNotes) exercisable for, or convertible into or exchangeable for any of their respective shares of Common Stock and the number of shares Company Common Shares initially to be reserved for issuance upon conversion of the Preferred Shares and exercise of the Warrants and the Preferred Warrants Notes, is set forth on Schedule 3.5 hereto3.5. All outstanding shares of share capital stock of the Company have been has been, or upon issuance will be, validly issued, fully paid and nonassessablenon-assessable. All Material Subsidiaries of the Company are disclosed on Schedule 3.5. Except as disclosed on Schedule 3.5, and the Company or a wholly-owned Subsidiary of the Company owns all shares of the share capital stock issued by any of each Material Subsidiary have been of the Company, which share capital is validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens other than Permitted Liens. All outstanding shares of the share capital stock of the Company were issued, sold and delivered in full compliance with all applicable Federal and state securities laws. No shares or any of the capital stock of the Company are its Material Subsidiaries is not subject to preemptive rights or any other similar rights of security holders the shareholders of the Company or any such Material Subsidiary or any Liens created by or through the CompanyCompany or any such Material Subsidiary. Except as set forth disclosed on Schedule 3.53.5 or as contemplated herein, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of share capital stock of the CompanyCompany or any of its Material Subsidiaries, or arrangements by which the Company or any of its Material Subsidiaries is or may become bound to issue additional shares of share capital stock of the Company or any of its Material Subsidiaries (whether pursuant to anti-dilution, "“reset" ” or other similar provisions). Except as disclosed on Schedule 3.5 hereto, identifies all Debt of the Company or a Subsidiary or the Company owns all and/or its Material Subsidiaries currently outstanding in excess of the capital stock of each Subsidiary of the Company. Except as described on Schedule 3.5 hereto, neither the Company nor any of its Subsidiaries has any material Debt outstanding $500,000 as of the date hereof, and identifies all Liens on any of the Property of the Company or any of its Material Subsidiaries, except for such Liens that do not individually or in the aggregate materially affect the value of such property or materially interfere with the use made of such Property by the Company and the Material Subsidiaries.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereofCompany, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company's ’s stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Preferred Shares, Warrants and Preferred Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Preferred Shares and exercise of the Warrants and the Preferred Warrants Warrants, is set forth on Schedule 3.5 3.5(i) hereto. All outstanding shares of capital stock of the Company have been been, or upon issuance will be, validly issued, fully paid and nonassessablenon-assessable. Except as disclosed on Schedule 3.5(ii) hereto, and no Subsidiary of the Company other than the Company Subsidiaries possesses or owns assets having a fair market value in excess of $50,000. Except as disclosed on Schedule 3.5(iii) hereto, the Company or a Company Subsidiary owns all shares of the capital stock issued by any Subsidiary have been of each Company Subsidiary, which capital stock is validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens other than Permitted Liens. All outstanding shares of capital stock of the Company were issued, sold and delivered in full compliance with all applicable Federal and state securities laws. No no shares of the capital stock of the Company or any Company Subsidiary are subject to preemptive rights or any other similar rights of security holders the stockholders of the Company or any such Company Subsidiary or any Liens created by or through the CompanyCompany or any such Company Subsidiary. Except as set forth disclosed on Schedule 3.53.5(i) or as contemplated herein, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any Company Subsidiary, or arrangements by which the Company or any Company Subsidiary is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries Company Subsidiary (whether pursuant to anti-dilution, "“reset" ” or other similar provisions). Except Schedule 3.5(iv) identifies all Liabilities (as disclosed on Schedule 3.5 hereto, defined in Section 4.10(b) hereof) of the Company or a Subsidiary or and/or the Company owns all Subsidiaries currently outstanding in excess of $50,000 as of the capital stock of each Subsidiary date hereof, and Schedule 3.5(v) identifies all Liens encumbering any of the Company. Except as described on Schedule 3.5 hereto, neither assets of the Company nor any of its and/or the Company Subsidiaries has any material Debt outstanding as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company's stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Preferred Shares, Warrants Shares and Preferred Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Preferred Shares and exercise of the Warrants and the Preferred Warrants is set forth on Schedule 3.5 hereto. All outstanding shares of capital stock of the Company have been validly issued, fully paid and nonassessablenonassessable and, and except as set forth on Schedule 3.5 hereto, all shares of capital stock and other ownership interests issued by any Subsidiary have been validly issued, fully paid and nonassessable, free and clear of all Liens other than Permitted Liens. All outstanding shares of capital stock of the Company were issued, sold and delivered in full compliance with all applicable Federal and state securities laws. No shares of the capital stock of the Company are subject to preemptive rights or any other similar rights of security holders of the Company or any Liens created by or through the Company. Except as set forth on Schedule 3.5, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company, or arrangements by which the Company is or may become bound to issue additional shares of capital stock (or other ownership interests) of the Company or any of its Subsidiaries (whether pursuant to anti-dilution, "reset" or other similar provisions). Except as disclosed on Schedule 3.5 hereto, the Company or a Subsidiary or of the Company owns all of the capital stock of each Subsidiary of the Company. Except as described on Schedule 3.5 hereto, neither the Company nor any of its Subsidiaries has any material Debt outstanding as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereofCompany, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company's ’s stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Preferred Shares, Warrants and Preferred Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Preferred Shares and exercise of the Warrants and the Preferred Warrants is set forth on Schedule 3.5 3.5(i) hereto. All outstanding shares of capital stock of the Company have been been, or upon issuance will be, validly issued, fully paid and nonassessable, non-assessable. All of the direct and indirect Subsidiaries of the Company are set forth on Schedule 3.5(ii) hereto. The Company or a Company Subsidiary owns all shares of the capital stock issued by any Subsidiary have been of each Company Subsidiary, which capital stock is validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens other than Permitted Liens. All outstanding shares of capital stock of the Company were issued, sold and delivered in full compliance with all applicable Federal and state securities laws. No no shares of the capital stock of the Company or any Company Subsidiary are subject to preemptive rights or any other similar rights of security holders the stockholders of the Company or any such Company Subsidiary or any Liens created by or through the CompanyCompany or any such Company Subsidiary. Except as set forth disclosed on Schedule 3.53.5(i), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any Company Subsidiary, or arrangements by which the Company or any Company Subsidiary is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries Company Subsidiary (whether pursuant to anti-dilution, "“reset" ” or other similar provisions). Except as disclosed on Schedule 3.5 hereto, 3.5(iv) identifies all Debt of the Company or a Subsidiary or and/or the Company owns all of the capital stock of each Subsidiary of the Company. Except as described on Schedule 3.5 hereto, neither the Company nor any of its Subsidiaries has any material Debt currently outstanding as of the date hereof, and Schedule 3.5(v) identifies all Liens encumbering any of the assets of the Company and/or the Company Subsidiaries as of the date hereof.