Parent Common Stock and Warrants to Purchase Shares of Parent Common Stock. The entire authorized capital stock of Parent consists of 500,000,000 shares of Common Stock, $.001 par value per share, of which 54,520,000 shares are issued and outstanding as of March 5, 2014 and a maximum of 4,200,000 shares will be issued and outstanding as of the consummation of the Merger, and 10,000,000 shares of Preferred Stock, $.001 par value per share, none of which are issued or outstanding. In addition, as of the date of this Agreement, Parent has issued warrants to purchase 3,500,000 shares of Parent Common Stock and as of the consummation of the Merger, Parent will have outstanding warrants to purchase 3,500,000 shares of Parent Common Stock, all of which shall be exercisable for a period of five (5) years at an exercise price of $1.50 per share. All outstanding shares of Parent Common Stock are validly issued, fully paid, non-assessable and not subject to any preemptive rights, or to any agreement to which Parent is a party or by which Parent may be bound that would conflict with the obligations of Parent under this Agreement or the transactions contemplated hereby. The shares of Parent Common Stock to be issued pursuant to the terms of this Agreement are validly authorized and reserved for issuance and, when such shares of Parent Common Stock have been duly delivered pursuant to the terms of this Agreement, will be fully paid and non-assessable and issued in compliance with all applicable securities laws and other applicable Legal Requirements, and will not have been issued in violation of any preemptive or similar right of any stockholder of Parent or other Person. The shares of Parent Common Stock issued in the Merger shall have the right to be voted in the election of directors of Parent.
Parent Common Stock and Warrants. At the Effective Time, each share of Parent Common Stock and each Parent Warrant then issued and outstanding shall remain issued, outstanding and unchanged.
Parent Common Stock and Warrants. The shares of Parent Common Stock and Parent 2011 Warrants and Parent 2012 Warrants to be issued pursuant to the Merger have been duly authorized and when issued and delivered in accordance with this Agreement will be validly issued, fully paid and non-assessable and free of any Liens (other than Liens (i) described in any legend required by this Agreement, the Parent 2011 Warrants or the Parent 2012 Warrants to be placed on any shares of Parent Common Stock, (ii) set forth in the Parent 2011 Warrants or the Parent 2012 Warrants, (iii) arising under applicable securities Laws, (iv) set forth in this Agreement, the Escrow Agreement or the Letter of Transmittal or (v) created or caused to be created by the recipient thereof). The shares of Parent Common Stock will be transferred from treasury in compliance in all material respects with applicable securities Laws, assuming the accuracy of representations and warranties related to the status of each holder of Company Series B Preferred Stock as an Accredited Investor. The Parent Common Stock underlying Parent 2011 Warrants and Parent 2012 Warrants have been duly and validly authorized and reserved for issuance upon exercise of such warrants and when issued and delivered in accordance with the terms of such warrants will be validly issued, fully paid and non-assessable and free of any Liens (other than Liens (i) described in any legend required by this Agreement, the Parent 2011 Warrants or the Parent 2012 Warrants to be placed on any shares of Parent Common Stock, (ii) set forth in the Parent 2011 Warrants or the Parent 2012 Warrants, (iii) arising under applicable securities Laws, (iv) set forth in this Agreement or (v) created or caused to be created by the recipient thereof).
