Capitalization and Voting Clause Samples

Capitalization and Voting. Rights (a) The authorized capital of Seagen as of the Execution Date consists of: (i) 250,000,000 shares of Common Stock of which, as of September 8, 2020, (x) 175,060,976 shares were issued and outstanding, (y) 10,557,680 shares were reserved for future issuance pursuant to Seagen’s equity incentive, long-term incentive and employee stock purchase plans (collectively, the “SGEN Benefit Plans”), and (z) 11,095,160 shares were issuable upon the exercise of stock options outstanding or issuable upon vesting of restricted stock unit awards outstanding, and (ii) 5,000,000 shares of Preferred Stock, of which no shares are issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of Common Stock (A) have been duly authorized and validly issued, (B) are fully paid and non- assessable and (C) were issued in compliance in all material respects with all applicable federal and state securities Laws and not in violation of any preemptive rights. (b) All of the authorized shares of Common Stock are entitled to one (1) vote per share. (c) Except as described or referred to in the SEC Documents, as of September 13, 2020, there were not: (i) any outstanding equity securities, options, warrants, rights (including conversion or preemptive rights) or other agreements pursuant to which Seagen is or may become obligated to issue, sell or repurchase any shares of its capital stock or any other securities of Seagen or any of its Subsidiaries other than equity securities that may have been granted or that Seagen is obligated to grant pursuant to the SGEN Benefit Plans, which plans are described in the SEC Documents, or (ii) any restrictions on the transfer of capital stock of Seagen other than pursuant to federal or state securities Laws or as set forth in this Agreement. (d) Except as described or referred to in the SEC Documents, Seagen is not a party to or subject to any agreement or understanding relating to the voting of shares of capital stock of Seagen or the giving of written consents by a stockholder or director of Seagen. 2.8 No Conflicts; Government Consents and Permits. 4 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. (a) The execution, delivery and performance of this Agreement by Seagen and the consummation by Seagen of the transactions contemplated hereby (including...