Common use of Capitalization of Company Clause in Contracts

Capitalization of Company. The Company's capital stock is divided into common stock ("Common Stock") and preferred stock. The authorized capital stock of the Company consists of 4,368,200 shares of Series A Preferred Stock, of which, immediately after the Closing Date, 4,270,336 shares are issued or outstanding, 731,800 shares of Series B Preferred Stock, of which, immediately after the Closing Date, 637,790 shares are issued or outstanding, and 22,500,000 shares of Class A Common Stock, of which, immediately after the Closing Date, 4,811,189 shares will be outstanding on a fully diluted basis, and 2,500,000 shares of Class B Common Stock, of which, immediately after the Closing Date, 3,422,983 shares will be outstanding on a fully diluted basis (in each case taking into account all outstanding warrants, options and other rights to purchase the Common Stock and Preferred Stock). When the Warrant to be purchased by the Purchaser hereunder has been delivered as provided herein, the Warrant Shares (i) together with all outstanding shares of Common Stock, Preferred Stock and shares of Common Stock issuable upon exercise of all outstanding Options (as defined below) of the Company will not exceed the number of shares that have been authorized by the Company's Restated Certificate of Incorporation ("Certificate"), (ii) will have been duly authorized to be issued by the Company's board of directors, (iii) will, upon payment therefor in accordance with the terms of the Warrant, be duly and validly issued, fully paid and nonassessable and (iv) will have been reserved for issuance pursuant to the terms of the Warrant.

Capitalization of Company. The Company's capital stock is divided into common Common Stock and preferred stock ("Common StockPREFERRED STOCK") and preferred stock). The authorized capital stock of the Company consists of 4,368,200 20,000,000 shares of Series A Preferred Stock, of which, immediately after the Closing Datedate of the Closing, 4,270,336 shares are issued or outstanding, 731,800 shares of Series B Preferred Stock, of which, immediately after the Closing Date, 637,790 no shares are issued or outstanding, and 22,500,000 300,000,000 shares of Class A Common Stock, of which, immediately after the Closing Datedate of the Closing, 4,811,189 6,278,881 shares will be outstanding on a fully diluted basis, and 2,500,000 shares of Class B Common Stock, of which, immediately after the Closing Date, 3,422,983 shares will be outstanding on a fully diluted basis (in each case taking into account all outstanding warrants, options and other rights to purchase the Common Stock and Preferred Stock). When the Warrant to be purchased by the Purchaser hereunder at the Closing has been delivered as provided herein, the Warrant Shares (i) together with all outstanding shares of Common Stock, Preferred Stock and shares of Common Stock issuable upon exercise of all outstanding Options (as defined below) of the Company will not exceed the number of shares that have been authorized by the Company's Restated Certificate Articles of Incorporation ("Certificate")Incorporation, (ii) will have been duly authorized to be issued by the Company's board of directors, (iii) will, upon payment therefor in accordance with the terms of the Warrant, be duly and validly issued, fully paid and nonassessable and (iv) will have been reserved for issuance pursuant to the terms of the Warrant.

Capitalization of Company. The Company's capital stock is divided into common stock ("Common Stock"a) and preferred stock. The authorized capital stock of the Company consists will, on and as of 4,368,200 the Closing Date (as defined in Article III hereof), consist of: (i) 11,000,000 shares of Series A the Company's Common Stock, par value $.001 per share (the "COMMON STOCK") (ii) and 900,000 shares of the Company's Preferred Stock, par value $.001. per share, of whichwhich (A) 250,000 shares have been designated Class A Redeemable Nonconvertible Preferred Stock (the "CLASS A PREFERRED STOCK") and (B) 650,000 shares have been designated Class B Convertible Preferred Stock (the "CLASS B PREFERRED STOCK" and, immediately after together with the Closing DateClass A, 4,270,336 shares are issued or outstanding, 731,800 shares of Series B Preferred Stock, the "PREFERRED STOCK"). A description of which, immediately after the Closing Date, 637,790 shares are issued or outstanding, Preferred Stock and 22,500,000 shares of Class A Common Stock, of which, immediately after the Closing Date, 4,811,189 shares will be outstanding on a fully diluted basis, and 2,500,000 shares of Class B Common Stock, of which, immediately after the Closing Date, 3,422,983 shares will be outstanding on a fully diluted basis (in each case taking into account all outstanding warrants, options and other rights to purchase the Common Stock and Preferred Stock). When of the Warrant to preferences, voting powers, rights and privileges thereof will be purchased by stated in the Purchaser hereunder has been delivered as provided Company's Certificate of Incorporation (herein, as from time to time amended and in effect, called the Warrant Shares "CERTIFICATE OF INCORPORATION"), as the same will be amended on or prior to the Closing Date by a Certificate of Amendment in or substantially in the form of EXHIBIT A attached hereto (ithe "CERTIFICATE OF AMENDMENT"). (b) together with all outstanding shares On and as of Common Stockthe Closing Date (and prior to giving effect to the transactions contemplated by this Agreement), Preferred Stock and 2,650,000 shares of Common Stock issuable upon exercise will be validly issued and outstanding, and will be fully-paid and non-assessable, and no shares of all outstanding Options (as defined below) of the Company Preferred Stock will not exceed the number of shares that have been authorized by the Company's Restated Certificate of Incorporation ("Certificate"), (ii) will have been duly authorized to be issued by the Company's board of directors, (iii) will, upon payment therefor in accordance with the terms of the Warrant, be duly and validly issued, fully paid and nonassessable and (iv) will have been reserved for issuance pursuant to the terms of the Warrantoutstanding.