Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 480,000,000 shares of common stock, par value $0.0001 per share, of which not more than 7,694,700 shares will be, prior to the Effective Time, issued and outstanding after taking into consideration the cancellation of certain shares of Parent Common Stock, as indicated in Section 7.2(f)(4) hereof, and (b) 20,000,000 shares of “blank check” preferred stock, par value $.0001 per share, of which no shares are issued and outstanding on the date hereof. Except as disclosed in Schedule 3.4, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 480,000,000 100,000,000 shares of common stock, par value $0.0001 0.001 per share, of which not more than 7,694,700 12,782,000 shares will be, prior to the Effective Time, issued and outstanding after taking into consideration the cancellation of certain shares of Parent Common Stock, as indicated in Section 7.2(f)(46.2(g)(iv) hereof, and (b) 20,000,000 except that, at the Effective Time or shortly thereafter, Parent shall increase its authorized capital stock to 200,000,000 shares of “blank check” preferred common stock, par value $.0001 per share0.001, of which no shares are issued and outstanding on the date as contemplated by Section 5.4 hereof. Except as disclosed in Schedule 3.4, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. Parent. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent Common Stock are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 480,000,000 50,000,000 shares of common stock, par value $0.0001 .0001 per shareshare (the "PARENT COMMON STOCK"), of which not more than 7,694,700 4,000,000 shares will be, prior to the Effective Time, issued and outstanding outstanding, after taking into consideration the cancellation of certain shares of Parent Common Stock, Stock as indicated in Section 7.2(f)(47.2(f)(7)(iii) hereof, and (b) 20,000,000 10,000,000 shares of “blank check” preferred stock, par value $.0001 per share, of which no shares are issued and outstanding on the date hereofor outstanding. Except as disclosed in Schedule 3.4, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent Parent, Acquisition Corp. or Acquisition Corp.LLC, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Parent, Acquisition Corp. or LLC. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any personPerson.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 480,000,000 500,000,000 shares of common stock, no par value $0.0001 per shareshare (the "Parent Common Stock"), of which not more than 7,694,700 4,827,724 shares will be, prior to the Effective Time, issued and outstanding outstanding, after taking into consideration the cancellation of certain shares three and three quarters-for-one forward split of Parent Common Stock, Stock as indicated in Section 7.2(f)(47.2(f)(7)(iii) hereof, and (b) 20,000,000 50,000,000 shares of “blank check” preferred stock, no par value $.0001 per share, of which no shares are issued and outstanding on the date hereofor outstanding. Except as disclosed in Schedule 3.4, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 480,000,000 40,000,000 shares of common stock, par value $0.0001 per share (the “Parent Common Stock”), of which not more than 2,500,000 shares will, following the Effective Time, be issued and outstanding, before taking into consideration the issuance of Parent Common Stock in the Merger, and (b) 10,000,000 shares of preferred stock, par value $0.0001 per share, of which not more than 7,694,700 shares will be, prior to the Effective Time, issued and outstanding after taking into consideration the cancellation of certain shares of Parent Common Stock, as indicated in Section 7.2(f)(4) hereof, and (b) 20,000,000 shares of “blank check” preferred stock, par value $.0001 per share, of which no shares are have been, or will be issued and outstanding on at the date hereofClosing, designated as any series of Preferred Stock (the “Parent Preferred Stock”). Except as disclosed in Schedule 3.4, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person.