Common use of Authorized and Outstanding Clause in Contracts

Authorized and Outstanding. Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock. A total of 89,954,568 shares of Company Common Stock and no shares of Preferred Stock are issued and outstanding as of the Agreement Date. The rights, preferences, privileges and restrictions of the Company Capital are set forth in the Company’s Certificate of Incorporation. The numbers and kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date (and, as updated in accordance with the definition of “Spreadsheet” in Article I hereof, as of the Closing Date), on a holder by holder basis, are set forth on Schedule 3.4(a) of the Company Disclosure Schedule, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule. No person has any claim to any amount of Merger Consideration beyond their Pro Rata Share computed in accordance with the foregoing sentence. The Company holds no treasury shares. All issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and, except pursuant to agreements that will terminate by their terms upon the consummation of the Merger, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends declared and unpaid by the Company. The Company makes no representations in this Agreement as to Dissenters Rights claims or as to Dissenting Shares in connection with the transaction contemplated hereby.

Authorized and Outstanding. Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100,000,000 200,000,000 shares of Company Capital Stock, comprised of 190,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock. A total of 89,954,568 of35,895,829 shares of Company Common Stock and no shares of Preferred Stock are issued and outstanding as of the Agreement Date. The rights, preferences, privileges and restrictions of the Company Capital are set forth in the Company’s Certificate of Incorporation. The numbers and kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date (and, as updated in accordance with the definition of “Spreadsheet” in Article I hereof, as of the Closing Date), on a holder by holder basis, are set forth on Schedule 3.4(a) 3.4(a)-1 of the Company Disclosure ScheduleLetter, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) 3.4(a)-1 of the Company Disclosure ScheduleLetter, and no such shares shall will be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) 3.4(a)-1 of the Company Disclosure ScheduleLetter, except for shares of Company Capital Stock issued pursuant to the exercise of outstanding Company Options listed on Schedule 3.4(b)-1 of the Company Disclosure Letter. No person has Schedule 3.4(a)-2 of the Company Disclosure Letter sets forth all holders of Unvested Company Shares, and for each such Company Stockholder, as of the Agreement Date, (i) the number of Unvested Company Shares held, (ii) the terms of the Company’s rights to repurchase such Unvested Company Shares, (iii) the schedule on which such rights lapse and (iv) whether such repurchase rights lapse in full or in part as a result of any claim of the transactions contemplated by this Agreement or any Company Ancillary Agreement or upon any other event or condition. True and complete copies of the standard form of stock purchase agreement for Unvested Company Shares issued under the Company Stock Plans and each agreement for Unvested Company Shares that does not conform to any amount of Merger Consideration beyond their Pro Rata Share computed in accordance with the foregoing sentence. standard agreement under the Company Stock Plans or Unvested Company Shares that were not issued under the Company Stock Plans have been provided to Parent.The Company holds no treasury shares. .All issued and outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and, except under the agreements to be terminated pursuant to agreements that will terminate by their terms upon the consummation of the Merger, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends declared and unpaid by the Company. The Company makes no representations in this Agreement as to Dissenters Rights claims or as to Dissenting Shares in connection with the transaction contemplated hereby.to

Authorized and Outstanding. Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100,000,000 51,000,000 shares of Company Common Stock, 2,889,962 shares of Company Series A Stock, 6,026,158 shares of Company Series B Stock, 5,048,270 shares of Company Series C Stock and 10,000,000 7,171,315 shares of preferred stockCompany Series D Stock. A total of 89,954,568 6,282,283 shares of Company Common Stock, 2,889,962 shares of Company Series A Stock, 5,952,824 shares of Company Series B Stock, 5,020,364 shares of Company Series C Stock and no 7,076,225 shares of Preferred Company Series D Stock are issued and outstanding as of the Agreement Date. The rights, preferences, privileges and restrictions Each share of the Company Capital are set forth in the Company’s Certificate Preferred Stock is convertible into one share of IncorporationCompany Common Stock. The numbers and kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder Shareholder as of the Agreement Date (and, as updated in accordance with the definition of “Spreadsheet” in Article I hereof, as of the Closing Date), on a holder by holder basis, are set forth on Schedule 3.4(a) 3.4(a)-1 of the Company Disclosure ScheduleLetter, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) 3.4(a)-1 of the Company Disclosure Schedule, Letter and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) 3.4(a)-1 of the Company Disclosure ScheduleLetter except for shares of Company Capital Stock issued pursuant to the exercise of outstanding Company Options listed on Schedule 3.4(b)-1 of the Company Disclosure Letter or Company Warrants listed on Schedule 3.4(b)-2 of the Company Disclosure Letter or pursuant to the conversion of outstanding shares of Company Preferred Stock. No person has Schedule 3.4(a)-2 of the Company Disclosure Letter sets forth as of the Agreement Date all holders of Unvested Company Shares, and for each such Company Shareholder, (i) the number of Unvested Company Shares held, (ii) the terms of the Company's rights to repurchase such Unvested Company Shares, (iii) the schedule on which such rights lapse and (iv) whether such repurchase rights lapse in full or in part as a result of any claim to of the transactions contemplated by this Agreement or any amount of Merger Consideration beyond their Pro Rata Share computed in accordance with the foregoing sentence. The Company holds no treasury sharesAncillary Agreement or upon any other event or condition. All issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and, except pursuant to agreements that will terminate by their terms upon the consummation of the Merger, and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends declared accrued and unpaid by the Company. The Company makes no representations in this Agreement as to Dissenters Rights claims or as to Dissenting Shares in connection with the transaction contemplated hereby.

Authorized and Outstanding. Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100,000,000 117,000,000 shares of Company Common Stock and 10,000,000 96,000,000 shares of preferred stockCompany Series A Stock. A total of 89,954,568 7,488,242 shares of Company Common Stock and no 81,976,966 shares of Preferred Company Series A Stock are issued and outstanding as of the Agreement Date. The rights, preferences, privileges and restrictions Each share of Company Preferred Stock is convertible (or shall be upon the filing of the Company Capital are set forth in the Company’s Certificate of IncorporationAmendment) into one share of Company Common Stock. The numbers and kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date (and, as updated in accordance with the definition of “Spreadsheet” in Article I hereof, as of the Closing Date), on a holder by holder basis, are set forth on Schedule 3.4(a) of the Company Disclosure ScheduleLetter, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure ScheduleLetter, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule. No person has any claim Letter except for shares of Company Capital Stock issued pursuant to any amount the exercise of Merger Consideration beyond their Pro Rata Share computed in accordance with outstanding Company Options listed on Schedule 3.4(b)-1 of the foregoing sentenceCompany Disclosure Letter or Company Warrants listed on Schedule 3.4(b)-2 of the Company Disclosure Letter, the conversion of convertible promissory notes or pursuant to the conversion of outstanding shares of Company Preferred Stock. The Company holds no treasury shares. All issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and, except under the agreements to be terminated pursuant to agreements that will terminate by their terms upon the consummation of the MergerSection 10.11 hereof, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends declared accrued and unpaid by the Company. The Company makes no representations in this Agreement as to Dissenters Rights claims or as to Dissenting Shares in connection with the transaction contemplated hereby.