Capitalization; Ownership of Shares. as of the date hereof, the authorized capital stock of the Company consists of 300,000,000 authorized shares of common stock, $ 0.0001 par value per share, of which 12,756,656 were issued and outstanding, and 7,275,716 are reserved for issuance to employees, officers, directors and consultants pursuant to the Company’s stock option plans (pursuant to which options to purchase or other outstanding unissued grants for, in the aggregate, 4,961,174 shares are issued and outstanding). In addition, the Company has authorized the following classes of preferred stock as of the date hereof: 2,000,000 shares of Series A, $0.0001 par value per share, of which none were issued and outstanding, 12,500,000 shares of Series B, 0.0001 par value per share, of which none were issued and outstanding, 14,200,000 shares of Series C, $ 0.0001 par value per share, of which none were issued and outstanding. The Company further has the ability, under its Certificate of Incorporation, to create additional series of Preferred Stock, or additional shares of any of the above classes of Preferred Stock, without stockholder approval. Schedule 3.6(a) to the Schedule of Exceptions contains an accurate list of any person holding options, warrants or other rights to purchase any class of the Company’s capital stock (other than the Shares, Warrants, Conversion Shares, Warrant Shares, Contingent Warrants or Contingent Shares) and the holdings of each such person, and there are no other outstanding options, warrants, rights (including conversion or preemptive rights or rights of first offer) or agreements, orally or in writing, for the purchase, redemption or acquisition from the Company of any shares of its capital stock. All of the issued and outstanding shares of the Company are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with state and federal securities laws. Except for the Transaction Agreements and as set forth on Schedule 3.6(b) of the Schedule of Exceptions, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s knowledge, there is no agreement or understanding between any person that affects or relates to the voting or giving of written consents with respect to any security of the Company (including any voting agreements, voting trust agreements, shareholder agreements or similar agreements) or the voting by a director of the Company or the sale, transfer, registration or other disposition with respect to any security of the Company. The Company does not have outstanding shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 3 contracts
Samples: Series D Preferred Stock Purchase Agreement (Unterberg Thomas I), Series D Preferred Stock Purchase Agreement (Merriman Curhan Ford Group, Inc.), Series D Preferred Stock Purchase Agreement (Merriman Curhan Ford Group, Inc.)
Capitalization; Ownership of Shares. as of the date hereof, the authorized capital stock of the Company consists of 300,000,000 authorized shares of common stock, $ 0.0001 par value per share, of which 12,756,656 were issued and outstanding, and 7,275,716 are reserved for issuance to employees, officers, directors and consultants pursuant to the Company’s 's stock option plans (pursuant to which options to purchase or other outstanding unissued grants for, in the aggregate, 4,961,174 shares are issued and outstanding). In addition, the Company has authorized the following classes of preferred stock as of the date hereof: 2,000,000 shares of Series A, $0.0001 par value per share, of which none were issued and outstanding, 12,500,000 shares of Series B, 0.0001 par value per share, of which none were issued and outstanding, 14,200,000 shares of Series C, $ 0.0001 par value per share, of which none were issued and outstanding. The Company further has the ability, under its Certificate of Incorporation, to create additional series of Preferred Stock, or additional shares of any of the above classes of Preferred Stock, without stockholder approval. Schedule 3.6(a3.6
(a) to the Schedule of Exceptions contains an accurate list of any person holding options, warrants or other rights to purchase any class of the Company’s 's capital stock (other than the Shares, Warrants, Conversion Shares, Warrant Shares, Contingent Warrants or Contingent Shares) and the holdings of each such person, and there are no other outstanding options, warrants, rights (including conversion or preemptive rights or rights of first offer) or agreements, orally or in writing, for the purchase, redemption or acquisition from the Company of any shares of its capital stock. All of the issued and outstanding shares of the Company are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with state and federal securities laws. Except for the Transaction Agreements and as set forth on Schedule 3.6(b) of the Schedule of Exceptions, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any person that affects or relates to the voting or giving of written consents with respect to any security of the Company (including any voting agreements, voting trust agreements, shareholder agreements or similar agreements) or the voting by a director of the Company or the sale, transfer, registration or other disposition with respect to any security of the Company. The Company does not have outstanding shareholder purchase rights or “"poison pill” " or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of certain events.
Appears in 2 contracts
Samples: Series D Preferred Stock Purchase Agreement (Merriman Curhan Ford Group, Inc.), Series D Preferred Stock Purchase Agreement (Merriman Curhan Ford Group, Inc.)
