Common use of Company Capitalization Clause in Contracts

Company Capitalization. As of the date hereof, the Company has an authorized capitalization as set forth in the Registration Statement, the Disclosure Package and the Prospectus under the heading “Capitalization;” all the outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to any pre-emptive or similar rights; except as described in the Disclosure Package, the Registration Statement and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; each of the Common Stock and Preferred Stock conforms in all material respects to the applicable description thereof contained in the Disclosure Package and the Prospectus; and all of the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly authorized and validly issued, are fully paid and non-assessable (except (a), in the case of any foreign subsidiary, for directors’ qualifying shares and (b) except as otherwise described in the Registration Statement, the Disclosure Package and the Prospectus or the documents incorporated by reference therein) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party (except (a) in the case of any foreign subsidiary, for directors’ qualifying shares and (b) except as otherwise described in the Registration Statement, the Disclosure Package and the Prospectus or the documents incorporated by reference therein).

Company Capitalization. The authorized capital stock of the Company consists of 150,000,000 shares of Common Shares and 5,000,000 shares of preferred stock, $0.001 par value per share, of the Company (“Preferred Stock”). As of the date hereofof this Agreement (i) 23,444,234 Common Shares were issued and outstanding, (ii) no shares of Preferred Stock were issued and outstanding, (iii) 3,750,000 Common Shares were reserved for issuance pursuant to the Company has an authorized capitalization as set forth Stock Plan, of which 2,038,061 Common Shares are subject to outstanding Options, (iv) 3,087,500 Common Shares were reserved for issuance pursuant to outstanding Warrants and (v) no Common Shares were held in the Registration Statement, treasury of the Disclosure Package and the Prospectus under the heading “Capitalization;” all the Company. All outstanding shares of capital stock of the Company have been been, and all shares that may be issued pursuant to any Options or Warrants will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of shares that have not yet been issued, are will be) fully paid and paid, nonassessable and are not subject to any pre-emptive free of preemptive rights. Except as set forth in this Section 3.05 and as otherwise set forth on Section 3.05 of the Company Disclosure Schedule, or similar rights; except as described in for changes since the Disclosure Package, date of this Agreement resulting from the Registration Statement exercise of Options or Warrants outstanding on such date and disclosed on Section 3.05 of the ProspectusCompany Disclosure, there are no outstanding rights (includingnot now, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable forand at the Effective Time there will not be, any outstanding (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) options, warrants or other rights, agreements or arrangements to acquire from the Company, or other obligations or commitments of the Company to issue, transfer or sell any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities or other equity interest in interests in, the Company or any Subsidiary of the Company, (iv) restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, the Company, (v) voting trusts, proxies or other similar agreements or understandings to which the Company or any of its subsidiariesSubsidiaries is a party granting to any person or group of persons the right to elect, or to designate or nominate for election, a director to the Company Board or by which the Company or any contract, commitment, agreement, understanding or arrangement of its Subsidiaries is bound with respect to the voting of any kind relating to the issuance shares of any capital stock of the Company or any such subsidiaryof its Subsidiaries, (vi) contractual obligations or commitments of any character to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound restricting the transfer of, or requiring the registration for sale of, any such convertible or exchangeable securities shares of capital stock of the Company or any such rightsof its Subsidiaries, warrants or options; each (vii) obligations of the Common Stock and Preferred Stock conforms in Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the capital stock of the Company. No capital stock of the Company is owned by any Subsidiary of the Company. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Option as a result of the Merger. All outstanding Company Shares, all material respects to the applicable description thereof contained in the Disclosure Package and the Prospectus; outstanding Options, and all of the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by Subsidiary of the Company have been duly authorized issued and validly issued, are fully paid granted in compliance with (i) all applicable securities Laws and non-assessable (except (a), in the case of any foreign subsidiary, for directors’ qualifying shares other applicable Laws and (bii) except as otherwise described all requirements set forth in the Registration Statement, the Disclosure Package and the Prospectus or the documents incorporated by reference therein) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party (except (a) in the case of any foreign subsidiary, for directors’ qualifying shares and (b) except as otherwise described in the Registration Statement, the Disclosure Package and the Prospectus or the documents incorporated by reference therein)applicable contracts.

Company Capitalization. As of the date hereof, the Company has an authorized capitalization as set forth in the Registration Statement, the Disclosure Package Statement and the Prospectus under the heading “Capitalization;” all the outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to any pre-emptive or similar rights; except as described in the Disclosure Package, the Registration Statement and the ProspectusProspectus or the documents incorporated by reference therein, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; each the capital stock of the Common Stock and Preferred Stock Company conforms in all material respects to the applicable description thereof contained in the Disclosure Package and Registration Statement the Prospectus; and all of the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly authorized and validly issued, are fully paid and non-assessable (except (a), in the case of any foreign subsidiary, for directors’ qualifying shares and (b) except as otherwise described in the Registration Statement, the Disclosure Package Statement and the Prospectus or the documents incorporated by reference therein) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party (except (a) in the case of any foreign subsidiary, for directors’ qualifying shares and (b) except as otherwise described in the Registration Statement, the Disclosure Package Statement and the Prospectus or the documents incorporated by reference therein).

Company Capitalization. As of the date hereof, the Company has an authorized capitalization as set forth in the Registration Statement, the Disclosure Package Statement and the Prospectus under the heading “Capitalization;” all the outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to any pre-emptive or similar rights; except as described in the Disclosure Package, the Registration Statement and the ProspectusProspectus or the documents incorporated by reference therein, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; each the capital stock of the Common Stock and Preferred Stock Company conforms in all material respects to the applicable description thereof contained in the Disclosure Package and Registration Statement the Prospectus; and all of the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly authorized and validly issued, are fully paid and non-assessable (except (a), in the case of any foreign subsidiary, for directors’ qualifying shares and (b) except as otherwise described in the Registration Statement, the Disclosure Package Statement and the Prospectus or the documents incorporated by reference therein) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim (collectively, any “Liens”) of any third party (except (a) for any Liens arising under the Company’s $30.0 million revolving credit facility or the $15.0 million credit facility entered into by Seamap Pte. Ltd., (b) in the case of any foreign subsidiary, for directors’ qualifying shares and (bc) except as otherwise described in the Registration Statement, the Disclosure Package Statement and the Prospectus or the documents incorporated by reference therein).

Company Capitalization. As of the date hereof, the Company has an authorized capitalization as set forth in the Registration Statement, the Disclosure Package Statement and the Prospectus under the heading “Capitalization;” all the outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to any pre-emptive or similar rights; except as described in the Disclosure Package, the Registration Statement and the ProspectusProspectus or the documents incorporated by reference therein, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; each the capital stock of the Common Stock and Preferred Stock Company conforms in all material respects to the applicable description thereof contained in the Disclosure Package and Registration Statement the Prospectus; and all of the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly authorized and validly issued, are fully paid and non-assessable (except (a), in the case of any foreign subsidiary, for directors’ qualifying shares and (b) except as otherwise described in the Registration Statement, the Disclosure Package Statement and the Prospectus or the documents incorporated by reference therein) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim (collectively, any “Liens”) of any third party (except (a) in the case of any foreign subsidiary, for directors’ qualifying shares and (b) except as otherwise described in the Registration Statement, the Disclosure Package Statement and the Prospectus or the documents incorporated by reference therein).