Capitalization and Voting Rights Sample Clauses

Capitalization and Voting Rights. The authorized capital stock of the Company and the shares thereof issued and outstanding were as set forth in the Commission Documents as of the dates reflected therein. All of the outstanding shares of Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in the Commission Documents, this Agreement and the Registration Rights Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any securities under the Securities Act. Except as set forth in the Commission Documents, no shares of Common Stock are entitled to preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business pursuant to the Company’s equity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities or as set forth in the Commission Documents, the Company is not a party to, and it has no Knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. Except as set forth in the Commission Documents, the offer and sale of all capital stock, convertible or exchangeable securities, rights, warrants or options of the Company issued prior to the Closing Date complied with all applicable federal and state securities laws, and no stockholder has any right of rescission or damages or any “put” or similar right with respect thereto that would have a Material Adverse Effect. Except as set forth in the Commission Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any of the other Transaction Documents or the consummation of the transactions described herein or therein. The Company has furnished or made available to the Investor via XXXXX true and correct copies of the Company’s Articles of Incorporation as in effect on the Closing Date (the “Charter”), and the Company’s Bylaws as i...

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 shares of Preferred Stock have been designated Series C Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares o...

Capitalization and Voting Rights. 2 2.3 Subsidiaries.................................................... 3 2.4 Authorization................................................... 3 2.5 Valid Issuance of Preferred and Common Stock.................... 3 2.6

Capitalization and Voting Rights. The authorized capital of the -------------------------------- Company consists, or will consist immediately prior to the Closing, of: (a) Preferred Stock. 10,000,000 shares of Preferred Stock (the --------------- "Preferred Stock"), 2,500,000 of which shares have been designated Series A Preferred Stock (the "Series A Preferred Stock") and 1,399,575 of which shares have been designated Series B Preferred Stock (the "Series B Preferred Stock"). 1,983,333 shares of Series A Preferred Stock are issued and outstanding. The rights, privileges and preferences of the Series A Preferred Stock are as stated in the Company's Restated Certificate of Incorporation. The rights, privileges and preferences of the Series B Preferred Stock will be as stated in the Certificate of Designations, Preferences and Rights. (b) Common Stock. 50,000,000 shares of Common Stock ("Common ------------ Stock"), 30,000,000 of which are designated Class A Voting Common Stock, and 20,000,000 of which are designated Class B Non-Voting Common Stock. 6,384,059 shares of Class A Voting Common Stock are issued and outstanding. 379,170 shares of Class B Non-Voting Common Stock are issued and outstanding. (c) The outstanding shares of Common Stock and the outstanding shares of Series A Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the "Act") and any relevant state securities laws or pursuant to valid exemptions therefrom. (d) Except for the conversion privileges of the Series A Preferred Stock, the conversion privileges of the Series B Preferred Stock to be issued under this Agreement, outstanding options issued to directors, employees and consultants to purchase 653,500 shares of Class A Voting Common Stock and 1,570,564 shares of Class B Non-Voting Common Stock, warrants outstanding which are exercisable for 176,000 shares of Class A Voting Common Stock and 155,508 shares of Class B Non-Voting Common Stock, there are no outstanding options, warrants, rights (including conversion or, except as set forth on the Schedule of Exceptions, any preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the foregoing, the Company has reserved 516,500 shares of its Class A Voting Common Stock for issuance upon exercise of additional options to be granted under th...

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the vot...

Capitalization and Voting Rights. Immediately prior to the Closing, the authorized capital stock of the Company consists of: (a) Preferred Stock consisting of 3,350,000 shares of Preferred Stock, par value $0.001 per share, 2,600,000 of which have been designated Series A Preferred, none of which are outstanding prior to the Closing and all of which have been reserved for issuance pursuant to this Agreement and 750,000 of which have been designated Series B Preferred, none of which are outstanding prior to the Closing and all of which have been reserved for issuance pursuant to this Agreement. The Shares, the Additional Shares the Warrant, the Warrant Shares and the Conversion Shares, when issued in compliance with the provisions of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and will be free of any liens or encumbrances or other restrictions on transfer caused or created by the Company, except for restrictions on transfer under the Transaction Documents and under applicable state and federal securities laws, and will have the rights, preferences and privileges described in the Certificate of Incorporation. The Conversion Shares have been duly and validly reserved and, upon issuance in accordance with the terms of the Certificate of Incorporation, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer caused or created by the Company other than restrictions on transfer set forth under the Transaction Documents and under applicable state and federal securities laws. (b) Common Stock consisting of 10,000,000 shares of Common Stock, of which 1,222,979 shares are issued and outstanding upon the Closing. All outstanding securities of the Company have been duly and validly authorized and issued, are fully paid and nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Securities Act”), and any relevant state securities laws, or pursuant to valid exemptions therefrom. The Company has reserved 367,311 shares of Common Stock for issuance to advisors, employees, directors and consultants of the Company under compensatory arrangements that have been approved by the Board of Directors of the Company (the “Option Agreements”). There are options for an aggregate of 347,857 shares of Common Stock outstanding, and immediately following the Closing options for 19,454 shares of Common Stock remain available for future grant. (c) Except f...

Capitalization and Voting Rights. The authorized capital of the Company consists, or will consist immediately prior to the Closing, of:

Capitalization and Voting Rights. The authorized capital of the Company as of the date hereof consists of (i) 10,000,000 shares of “blank check” Preferred Stock, par value $0.001 per share (the “Preferred Stock”), none of which is issued and outstanding, and (ii) 100,000,000 shares of Common Stock, of which 247,550 shares of Common Stock were issued and outstanding as of May 10, 2017.

Capitalization and Voting Rights. (a) As of the Signing Date, the authorized capital of the Company consists of: (i) 120,000,000 shares of Common Stock of which, (A) 32,601,748 shares are issued and outstanding, (B) 4,886,021 shares are issuable upon the exercise of outstanding stock options or upon the settlement of outstanding equity awards issued pursuant to the 2014 Stock Option and Grant Plan or the 2015 Stock Option and Incentive Plan, (C) 2,259,224 shares are reserved for future issuance pursuant to the 2015 Stock Option and Incentive Plan, and (D) 1,289,093 shares are reserved for future issuance pursuant to the 2015 Employee Stock Purchase Plan, as amended to date and as the same may be amended and/or restated from time to time, and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of which no shares are issued and outstanding. The Company is also party to the Sales Agreement pursuant to which the Company may issue and sell shares of its Common Stock having an aggregate offering price of up to $75,000,000 through Xxxxx and Company, LLC, from time to time, in “at-the-market” offerings or certain negotiated transactions. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, were issued in compliance with federal and state securities Laws, and are not subject to any pre-emptive rights. (b) Except as described or referred to in Section 4.2(a) above and as provided in the Investor Agreement, as of the Signing Date, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options. (c) Except as disclosed in the Company SEC Documents, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company. (d) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SE...

Capitalization and Voting Rights. The authorized, issued and outstanding capital stock of the Company is as set forth in the Memorandum and all issued and outstanding shares of the Company are validly issued, fully paid and nonassessable. Except as set forth in the Memorandum, there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase any shares of capital stock of the Company. Except as set forth in the Offering Materials and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), By-Laws or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound.