Common use of Capitalization; Issuance of Shares Clause in Contracts

Capitalization; Issuance of Shares. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 65,000,000 shares of Common Stock, of which 4,171,072 shares are issued and outstanding, and 2,000,000 shares of preferred stock, of which 1,000,000 shares have been designated Series B Preferred Stock, 18,003 shares of which shares are issued and outstanding, 300,000 shares of which have been designated Series C Preferred Stock all of which are issued or outstanding and 420,000 shares of which have been designated Series C-1 Preferred Stock, none of which are issued and outstanding but up to all of which is issuable upon conversion of that certain Convertible Promissory Note dated May 25, 1999 issued to Actel Corporation. All of the issued and outstanding shares of Preferred Stock and Common Stock have been duly and validly issued and are fully paid and non-assessable. Except as set forth in Section 3.4 of the Disclosure Schedule (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Company is authorized or outstanding, (ii) the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company, and (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof.

Capitalization; Issuance of Shares. (aA) As of the date of this Agreement, the authorized capital stock of the Company consists of 65,000,000 shares of Common Stock, of which 4,171,072 shares are issued and outstanding, and 2,000,000 shares of preferred stock, of which 1,000,000 shares have been designated Series B Preferred Stock, 18,003 shares of which shares are issued and outstanding, 300,000 shares of which have been designated Series C Preferred Stock all of which are issued or outstanding and 420,000 shares of which have been designated Series C-1 Preferred Stock, none of which are issued and outstanding but up to all of which is issuable upon conversion of that certain Convertible Promissory Note dated May 25, 1999 issued to Actel Corporation. All of the issued and outstanding shares of Preferred Stock and Common Stock have been duly and validly issued and are fully paid and non-assessable. Except as set forth in Section 3.4 of the Disclosure Schedule (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Company is authorized or outstanding, (ii) the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company, and (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof.

Capitalization; Issuance of Shares. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 65,000,000 shares of Common Stock, of which 4,171,072 41,971,495 shares are issued and outstanding, and 2,000,000 shares of series preferred stock, of which 1,000,000 shares have been designated Series B Preferred Stock, 18,003 1,000,000 shares of which shares are issued and outstanding, and 300,000 shares of which have been designated Series C Preferred Stock all of which are issued or outstanding and 420,000 shares of which have been designated Series C-1 Preferred Stock, none of which are is issued or outstanding. The Company has adopted and outstanding but up to all filed the Certificate of which is issuable upon conversion Designations with the Secretary of that certain Convertible Promissory Note dated May 25, 1999 issued to Actel CorporationState of the State of Delaware. All of the issued and outstanding shares of Preferred Stock and Common Stock have been duly and validly issued and are fully paid and non-assessable. Except as set forth in Section 3.4 of the Disclosure Schedule (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Company is authorized or outstanding, (ii) the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company, and (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof. All of the issued and outstanding shares of capital stock of the Company have been offered, issued and sold by the Company in compliance with applicable Federal and state securities laws.