Common use of The Capital Stock Clause in Contracts

The Capital Stock. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to any preemptive rights. All issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Section 3.17 of the Disclosure Letter as of the date hereof, neither the Company nor any Subsidiary has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are currently no shares of the Company's preferred stock outstanding. (i) The Shares have been duly and validly authorized by the Company and the Shares, when issued, sold and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable upon conversion of the Shares have been duly and validly authorized by the Company and, when issued in accordance with the terms of the Shares, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable on conversion of the Shares at the initial conversion price have been reserved for issuance, and no further approval or authority of the stockholders or the Board of Directors of the Company (the "Board of Directors") under the Delaware General Corporation Law will be required for such issuance of Common Stock following the Closing. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement or the issuance of Common Stock on conversion of the Shares. (ii) Except as set forth in Section 3.17 of the Disclosure Letter, no security holder of the Company has any right which has not been satisfied or waived to require the Company to register the sale of any securities owned by such security holder under the Securities Act.

The Capital Stock. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to any preemptive rights. All issued and outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Section 3.17 of or contemplated by the Disclosure Letter as of SEC Reports or the date hereofOffering Circular, neither the Company nor any Subsidiary has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are currently no shares of the Company's preferred stock outstanding. (i) The Preferred Shares issuable upon exchange of the Notes have been duly and validly authorized by the Company and the Sharesand, when issued, sold and delivered issued in accordance with this Agreementthe terms of the Notes, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable upon conversion of the Notes or the Preferred Shares have been duly and validly authorized by the Company and, when issued in accordance with the terms of the Notes and/or Preferred Shares, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable on conversion of the Shares at the initial conversion price have been reserved for issuance, and no further approval or authority of the stockholders or the Board of Directors of the Company (the "Board of Directors") under the Delaware General Corporation Law will be required for such issuance of Common Stock following the Closing. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares Notes by the Company pursuant to this Agreement Agreement, the issuance of the Preferred Shares upon exchange of the Notes or the issuance of Common Stock on conversion of the Notes and/or the Preferred Shares. (ii) Except as set forth in Section 3.17 of the Disclosure Letter, no No security holder of the Company has any right which has not been satisfied or waived to require the Company to register the sale of any securities owned by such security holder under the Securities ActAct in the Shelf Registration Statement (as defined in the Registration Rights Agreement), except as contemplated by the Registration Rights Agreement. (iii) The Preferred Shares issuable upon exchange of the Notes have been reserved for issuance and no further approval or authority of the stockholders or the Board of Directors of the Company under the Delaware General Corporation Law will be required for such issuance of Preferred Shares upon exchange for the Notes. The shares of Common Stock issuable on conversion of the Notes and/or the Preferred Shares at the initial conversion price have been reserved for issuance, and no further approval or authority of the stockholders or the Board of Directors of the Company under the Delaware General Corporation Law will be required for such issuance of Common Stock.

The Capital Stock. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid 8 15 and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to any preemptive rights. All issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Section 3.17 of the Disclosure Letter as of the date hereof, neither the Company nor any Subsidiary has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are currently no shares of the Company's preferred stock outstanding. (i) The Shares have been duly and validly authorized by the Company and the Shares, when issued, sold and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable upon conversion of the Shares have been duly and validly authorized by the Company and, when issued in accordance with the terms of the Shares, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable on conversion of the Shares at the initial conversion price have been reserved for issuance, and no further approval or authority of the stockholders or the Board of Directors of the Company (the "Board of Directors") under the Delaware General Corporation Law will be required for such issuance of Common Stock following the Closing. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement or the issuance of Common Stock on conversion of the Shares. (ii) Except as set forth in Section 3.17 of the Disclosure Letter, no security holder of the Company has any right which has not been satisfied or waived to require the Company to register the sale of any securities owned by such security holder under the Securities Act.

The Capital Stock. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid 15 and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to any preemptive rights. All issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Section 3.17 of the Disclosure Letter as of the date hereof, neither the Company nor any Subsidiary has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are currently no shares of the Company's preferred stock outstanding. (i) The Shares have been duly and validly authorized by the Company and the Shares, when issued, sold and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable upon conversion of the Shares have been duly and validly authorized by the Company and, when issued in accordance with the terms of the Shares, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable on conversion of the Shares at the initial conversion price have been reserved for issuance, and no further approval or authority of the stockholders or the Board of Directors of the Company (the "Board of Directors") under the Delaware General Corporation Law will be required for such issuance of Common Stock following the Closing. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement or the issuance of Common Stock on conversion of the Shares. (ii) Except as set forth in Section 3.17 of the Disclosure Letter, no security holder of the Company has any right which has not been satisfied or waived to require the Company to register the sale of any securities owned by such security holder under the Securities Act.