Common use of Authorized and Outstanding Capital Stock of Company Clause in Contracts

Authorized and Outstanding Capital Stock of Company. The authorized capital stock of the Company consists solely of (i) 10,000,000 shares of Company Common Stock, and (ii) 5,000,000 shares of Company Preferred Stock, of which 1,205,043 shares are designated as Company Series A Preferred Stock, 767,512 shares are designated as Company Series B Preferred Stock and 700,000 shares are designated as Company Series C Preferred Stock. A total of 2,629,629.856 shares of Company Common Stock, 1,191,210 shares of Company Series A Preferred Stock, 619,570 shares of Company Series B Preferred Stock and 651,764 shares of Company Series C Preferred Stock are issued and outstanding as of the Agreement Date. The Company holds no treasury stock. The number of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is set forth on Schedule 2.2(a)-1 of the Company Disclosure Letter. No shares of Company Capital Stock are issued or outstanding as of the Closing Date that are not set forth on Schedule 2.2(a)-1 except for shares of Company Common Stock issued pursuant to the exercise of outstanding Company Options listed on Schedule 2.2(b). All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission or “put” right, right of first refusal, preemptive right or “call” right, and have been offered, issued, sold and delivered by Company in material compliance with all requirements of Applicable Laws and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by Company. The Company has never declared or paid any dividends on any shares of Company Capital Stock. There is no Liability for dividends accrued and unpaid by Company. As of the date of the Agreement, each share of Company Preferred Stock is, and will be as of the Closing Date, convertible into one share of Company Common Stock (after giving effect to any anti-dilution and similar adjustments).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (ShoreTel Inc)

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Authorized and Outstanding Capital Stock of Company. The authorized capital stock of the Company consists solely of (i) 10,000,000 120,000,000 shares of Company Common Stock, and (ii) 5,000,000 70,360,000 shares of Company Preferred Stock, of which 1,205,043 6,000,000 shares are designated as Company Series A Preferred A1 Stock, 767,512 24,360,000 shares are designated as Company Series A2 Stock and 40,000,000 shares are designated as Company Series B Preferred Stock and 700,000 shares are designated as Company Series C Preferred Stock. A total of 2,629,629.856 14,765,413 shares of Company Common Stock, 1,191,210 6,000,000 shares of Company Series A Preferred A1 Stock, 619,570 24,000,000 shares of Company Series A2 Stock and 35,757,577 shares of Company Series B Preferred Stock and 651,764 shares of Company Series C Preferred Stock are issued and outstanding as of the Agreement Date. The Company holds no treasury stock. The number of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is set forth on Schedule 2.2(a)-1 of the Company Disclosure Letter. No shares of Company Capital Stock are issued or outstanding as of the Closing Date that are not set forth on Schedule 2.2(a)-1 except for shares of Company Common Stock issued pursuant to the exercise of outstanding Company Options listed on Schedule 2.2(b)or Company Warrants. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission or “put” right, right of first refusal, preemptive right or “call” rightright to which the Company is a party or by which it is bound, and have been offered, issued, sold and delivered by Company in material compliance with all requirements of Applicable Laws and all requirements set forth in Contracts applicable Contracts. There to such sales to which the Company is no Liability for dividends accrued and unpaid a party or by Companywhich it is bound. The Company has never declared or paid any dividends on any shares of Company Capital Stock. There is no Liability for dividends accrued and unpaid by Company. As of the date of the Agreement, each Each share of Company Preferred Stock is, and will be as of the Closing Date, is convertible into one share of Company Common Stock (after giving effect to any anti-dilution and similar adjustments)Stock.

Appears in 1 contract

Samples: Merger Agreement (ShoreTel Inc)

Authorized and Outstanding Capital Stock of Company. The authorized capital stock of the Company consists solely of (i) 10,000,000 25,000,000 shares of which: 20,000,000 shares are designated as Company Common Stock, and (ii) 5,000,000 shares of Company Preferred Stock, of which 1,205,043 5,623,417 shares are issued and outstanding; and 5,000,000 shares are designated as Company Series A Preferred Stock, 767,512 of which 4,631,237 shares are designated as Company Series B Preferred Stock and 700,000 shares are designated as Company Series C Preferred Stock. A total of 2,629,629.856 shares of Company Common Stock, 1,191,210 shares of Company Series A Preferred Stock, 619,570 shares of Company Series B Preferred Stock and 651,764 shares of Company Series C Preferred Stock are issued and outstanding as outstanding; The name of each Company Stockholder, the Agreement Date. The Company holds no treasury stock. The address of such stockholder, the number of issued and outstanding shares of Company Capital Stock held by each such Stockholder, whether the shares are Company Stockholder as of Common Stock or Company Series A Stock, the Agreement Date purchase price, the purchase date and the certificate number is set forth on in Schedule 2.2(a)-1 of the Company Disclosure Letter2.3(a). No shares of Company Capital Stock are issued or outstanding as of the Closing Date that are not set forth on in Schedule 2.2(a)-1 except for 2.3(a). Company holds no treasury shares. Each Company Stockholder has good and marketable title to that number of shares of Company Common Stock issued pursuant to the exercise of outstanding as set forth beside such Company Options listed Stockholder’s name on Schedule 2.2(b2.3(a), free and clear of all encumbrances, liens, agreements, voting trusts, proxies and other arrangements or restrictions of any kind whatsoever, other than as a result of the Voting Agreements. No equity securities of Company shall be issued and outstanding at the Effective Time other than Company Stock and Company Options. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission or “put” rightrescission, right of first refusal, refusal or preemptive right or “call” right, and have been offered, issued, sold and delivered by Company in material compliance with all requirements of Applicable Laws applicable laws and all requirements set sets forth in applicable Contractsagreements or instruments. There is no Liability liability for dividends accrued and unpaid by Company. The Company has never declared or paid any dividends on any shares of Company Capital Stock. There vote required to approve this Agreement, the Ancillary Agreements, the Merger and the transactions contemplated hereby is no Liability for dividends accrued and unpaid by Company. As (i) a majority of the date of the Agreement, each share of Company Preferred Stock is, and will be as of the Closing Date, convertible into one share of Company Common Stock and Company Series A Stock voting together and (after giving effect to any anti-dilution and similar adjustments)ii) a majority of the Company Series A Stock.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Silicon Image Inc)

Authorized and Outstanding Capital Stock of Company. The authorized capital stock of the Company consists solely of (i) 10,000,000 10,332,000 shares of which: 6,666,000 shares are designated as Company Common Stock, and (ii) 5,000,000 shares of Company Preferred Stock, of which 1,205,043 643,791 shares are issued and outstanding; 2,000,000 shares are designated as Company Series A Preferred Stock, 767,512 of which 2,000,000 shares are issued and outstanding; 1, 666,000 shares are designated as Company Series B Preferred Stock and 700,000 B, of which 1,666,000 shares are designated as Company Series C Preferred Stock. A total of 2,629,629.856 shares of Company Common Stock, 1,191,210 shares of Company Series A Preferred Stock, 619,570 shares of Company Series B Preferred Stock and 651,764 shares of Company Series C Preferred Stock are issued and outstanding as of the Agreement Date. The Company holds no treasury stockoutstanding. The number of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date Shareholder is set forth on Schedule 2.2(a)-1 of the Company Disclosure Letter. No in SCHEDULE 2.3(a), and no shares of Company Capital Stock are issued or outstanding as of the Closing Date that are not set forth on Schedule 2.2(a)-1 except for in SCHEDULE 2.3(a). Company holds no treasury shares. Each Company Shareholder has good and marketable title to that number of shares of Company Common Stock as set forth beside such Company Shareholder's name on SCHEDULE 2.3(a), free and clear of all encumbrances, liens, agreements, voting trusts, proxies and other arrangements or restrictions of any kind whatsoever. No equity securities of Company shall be issued pursuant to and outstanding at the exercise of outstanding Effective Time other than Company Options listed on Schedule 2.2(b)Stock and Company Options. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission or “put” rightrescission, right of first refusal, refusal or preemptive right or “call” right, and have been offered, issued, sold and delivered by Company in material compliance with all requirements of Applicable Laws applicable laws and all requirements set sets forth in applicable Contractsagreements or instruments. There is no Liability liability for dividends accrued and unpaid by Company. The Company has never declared or paid any dividends on any shares of Company Capital Stock. There vote required to approve this Agreement, the Merger and the transactions contemplated hereby is no Liability for dividends accrued and unpaid by Company. As a majority of the date Stock, a majority of the Agreement, each share of Company Preferred Stock isStock, and will be as all of the Closing Date, convertible into one share of Series B Company Common Stock (after giving effect to any anti-dilution and similar adjustments)Stock.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Silicon Image Inc)

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Authorized and Outstanding Capital Stock of Company. The authorized capital stock of the Company consists solely of (i) 10,000,000 42,000,000 shares of Company Common Stock, and (ii) 5,000,000 19,000,000 shares of Company Preferred Stock, of which 1,205,043 7,500,000 shares are designated as Company Series A Preferred Stock, 767,512 Stock and 11,500,000 shares are designated as Company Series B Preferred Stock and 700,000 shares are designated as Company Series C Preferred Stock. A total of 2,629,629.856 17,352,016 shares of Company Common Stock, 1,191,210 6,860,821 shares of Company Series A Preferred Stock, 619,570 Stock and 7,823,608 shares of Company Series B Preferred Stock and 651,764 shares of Company Series C Preferred Stock are issued and outstanding as of the Agreement Date. The Company holds no treasury stock. The number of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is set forth on Schedule 2.2(a)-1 of the Company Disclosure Letter. No shares of Company Capital Stock are issued or outstanding as of the Closing Date that are not set forth on Schedule 2.2(a)-1 except for shares of Company Common Stock issuable and issued pursuant to the exercise of outstanding Company Options listed on Schedule 2.2(b). All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, and other than shares of Company Common Stock issuable upon exercise options issued pursuant to the Mobile Complete, Inc. 2005 Stock Option Plan, are not subject to any right of rescission or “put” right, right of first refusal, preemptive right or “call” right, and have been offered, issued, sold and delivered by Company in material compliance with all requirements of Applicable Laws and all requirements set forth in applicable Contracts. There is are no Liability for dividends accrued and unpaid by Companyoutstanding shares of Company Capital Stock subject to vesting. The Company has never declared or paid any dividends on any shares of Company Capital Stock. There is no Liability for dividends accrued and unpaid by Company. As of the date of the Agreement, each Each share of Company Preferred Stock is, and will be as of the Closing Date, is convertible into one share of Company Common Stock (after giving effect to any anti-dilution and similar adjustments)Stock.

Appears in 1 contract

Samples: Merger Agreement (Keynote Systems Inc)

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