Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of which 1,000,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 shares of which of which are issued and outstanding and 10,502,000 are shares of preferred stock, par value $0.001 per share of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).
(ii) Except as disclosed on Schedule 12(c), other than: (i) the shares reserved for issuance under the Parent's stock option plans; and (ii) shares which may be issued pursuant to this Agreement and the Ancillary Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Parent of any of its securities. Except as disclosed on Schedule 12(c), neither the offer or issuance of any of the Note, the Options or the Warrants, or the issuance of any of the Note Shares, the Option Shares or the Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Parent outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities.
(iii) All issued and outstanding shares of the Parent's Common Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable; and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities.
(iv) The rights, preferences, privileges and restrictions of the shares of the Common Stock are as stated in the Parent's Certificate of Incorporation (the "Charter"). The Note Shares, the Option Shares and the Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Parent's Charter, the Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.
Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 9,337 shares have been issued and are presently outstanding.
(b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 10,655 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of April 28, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of April 28, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities
(c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer.
(d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (i...
Capitalization; Voting Rights. 3 4.4 Authorization; Binding Obligations..............................................................4 4.5 Liabilities.....................................................................................4
Capitalization; Voting Rights. (1) The authorized capital stock of the Company, immediately prior to the Closing after giving effect to the Restated Certificate of Incorporation, will consist of [98,530,700] shares of Series A Common Stock, par value $0.001 per share (the “Series A Common Stock,” and together with the Series B Common Stock, the “Common Stock”), none of which are issued and outstanding, and [98,530,700] shares of which are reserved for future issuance upon conversion of shares of Series B Common Stock, [98,530,700] shares of Series B Common Stock, [7,095,178] shares of which are issued and outstanding and [16,006,519] shares of which are reserved for future issuance to employees pursuant to the Company’s 1998 Stock Option Plan, 2002 Stock Incentive Plan, 2002 California Stock Incentive Plan and 2005 Stock Incentive Plan (collectively, the “Stock Incentive Plans”) and [74,942,226] shares of Preferred Stock, par value $0.001 per share, 8,904,567 of which are designated Series A Preferred Stock, all of which are issued and outstanding, 7,419,355 of which are designated Series B Preferred Stock, all of which are issued and outstanding, 6,401,523 of which are designated Series C Preferred Stock, all of which are issued and outstanding, 12,618,296 of which are designated as Series D Preferred Stock, all of which are issued and outstanding, 20,500,000 of which are designated as Series E Preferred Stock, 19,633,531 of which are issued and outstanding, 8,000,000 of which are designated as Series F Preferred Stock, all of which are issued and outstanding, 2,083,333 of which are designated as Series G Preferred Stock, none of which are issued and outstanding, 8,333,333 of which are designated as Series H Preferred Stock, 4,141,586 of which are issued and outstanding, and 681,819 of which are designated as Series I Preferred Stock, none of which are issued and outstanding (collectively, the “Preferred Stock”). All issued and outstanding shares of the Company’s capital stock (a) have been duly authorized and validly issued, (b) are fully paid and non-assessable, and (c) were offered, issued, sold and delivered in compliance with all applicable federal and state securities laws. The rights, preferences, privileges and restrictions of the Shares are as stated in the Restated Certificate of Incorporation. Each series of Preferred Stock is convertible into Series B Common Stock on a one-for-one basis. Each share of Series B Common Stock is convertible into a share of Series A Common Stoc...
Capitalization; Voting Rights. The authorized capital stock of the Company, immediately prior to the Closing, will consist of (a) thirty-four million (34,000,000) shares of Common Stock, of which three million one hundred thirty-five thousand two hundred ninety-six (3,135,296) shares are issued and outstanding, and (b) twenty-six million seven hundred eighty-five thousand four hundred (26,785,400) shares of Preferred Stock, of which twelve million six hundred eighty-eight thousand one hundred seventy-eight (12,688,178) shares are designated Series A Preferred Stock, of which twelve million five hundred thirty-three thousand six hundred seventy-six (12,533,676) are issued and outstanding, and of which fourteen million ninety-seven thousand two hundred twenty-two (14,097,222) shares are designated Series B Preferred Stock, none of which are issued and outstanding. All issued and outstanding shares of the Company's Common Stock and Preferred Stock (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable and (iii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The rights, preferences, privileges and restrictions of the Shares are as stated in the Certificate. The Conversion Shares have been duly and validly reserved for issuance. Except as may be granted pursuant to this Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. The Shares and the Conversion Shares
Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Initial Closing, consists of (i) sixty-eight million (68,000,000) shares of Common Stock, par value $0.0001 per share, of which three million nine hundred nineteen thousand six hundred seventy-three (3,919,673) shares are issued and outstanding, and (ii) thirty-nine million two hundred four thousand eight hundred eighty-six (39,204,886) shares of Preferred Stock, par value $0.0001 per share, six million (6,000,000) of which are designated Series A Preferred Stock, all of which are issued and outstanding, eight million one hundred one thousand one hundred one (8,101,101) of which are designated Series B Preferred Stock, all of which are issued and outstanding, one million five hundred fourteen thousand six hundred forty-five (1,514,645) of which are designated Series C Preferred Stock, all of which are issued and outstanding, eleven million one hundred fifty-four thousand eight hundred two (11,154,802) of which are designated Series D Preferred Stock, ten million four hundred ninety-six thousand nine hundred seventy-three (10,496,973) of which are issued and outstanding, six million four hundred thirty-four thousand three hundred thirty-eight (6,434,338) of which are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five (6,156,775) of which are issued and outstanding, and six million (6,000,000) of which are designated Series F Preferred Stock, none of which are issued and outstanding. The Company has a right of first refusal over transfers of all outstanding shares of Common Stock.
(b) The Company has reserved fifteen million seven hundred fifty-seven thousand six hundred forty-two (15,757,642) shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2002 Stock Plan duly adopted by the Board of Directors and approved by the Company’s stockholders, as amended (the “Stock Plan”) or other plans, agreements or arrangements approved by the Board of Directors. Of such reserved shares of Common Stock, 1,577,261 shares have been issued pursuant to exercised options, options to purchase 9,380,769 shares have been granted and are currently outstanding and 4,799,612 shares of Common Stock remain available for issuance pursuant to future grants under the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance to Lighthouse Capital Partners IV, L.P. a...
Capitalization; Voting Rights. The authorized capital stock of the Company, immediately prior to the Closing, will consist of fifty million (50,000,000) shares of Voting Common Stock (par value $.001 per share), two million six hundred eight thousand three hundred ninety (2,608,390) shares of which are issued and outstanding and one million nine hundred fifty four thousand one hundred twenty (1,954,120) shares of which remain reserved for future issuance to employees, officers, directors and consultants pursuant to the Company's 1999 Equity Incentive Plan (after issuance of the 100,000 shares of Voting Common Stock thereunder as described below), twenty five million (25,000,000) shares of Non-Voting Common Stock, none of which are issued and outstanding, and thirty two million six hundred thousand (32,600,000) shares of Preferred Stock (par value $.001 per share), eight million six hundred thousand (8,600,000) of which are designated Series A Preferred Stock, seven million nine hundred forty two thousand nine hundred seventy (7,942,970) of which are issued and outstanding, twelve million (12,000,000) of which are designated Series B-1 Voting Preferred Stock, none of which are issued and outstanding, and twelve million (12,000,000) of which are designated Series B-2 Non-Voting Preferred Stock, none of which are issued and outstanding. All issued and outstanding shares of the Company's Common Stock (a) have been duly authorized and validly issued, (b) are fully paid and nonassessable, and (c) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The rights, preferences, privileges and restrictions of the Shares are as stated in the Restated Certificate. Each series of Preferred Stock is convertible into Common Stock on a one-for-one basis. The Conversion Shares have been duly and validly reserved for issuance. Other than the 2,054,120 shares initially reserved for issuance under the Company's 1999 Equity Incentive Plan (of which options for 240,000 shares of Voting Common Stock have been granted, and of such options granted, 100,000 shares of Voting Common Stock of which have previously been issued upon exercise thereof), the option to purchase up to eighty seven thousand seven hundred nineteen (87,719) shares of Series A Preferred Stock granted to Kevix Xxxxxxxx xxxsuant to that certain Key Employee Agreement by and between the Company and Kevix Xxxxxxxx xxxed as of February 10, 1999, as amended, and the warrants to purchase in the ag...
Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of the date hereof consists of 100,000,000 shares of common stock par value $0.01 of which 25,274,883 are issued and outstanding and 1,000,000 shares of preferred stock $0.10 par value, of which none are issued and outstanding. All issued and outstanding shares of the Company’s Common Stock: (a) have been duly authorized and validly issued and are fully paid and nonassessable; and (b) were issued by the Company in full compliance with all applicable state and federal laws concerning the issuance of securities.
(b) The rights, preferences, privileges and restrictions of the shares of the Common Stock are as stated in the Company’s Certificate of Incorporation, as amended (the “Charter”) and pursuant to applicable law.
Capitalization; Voting Rights. 2 3.4 Authorization; Binding Obligations . . . . . . . . . . . . . . . . . . . .3
Capitalization; Voting Rights. (a) The authorized capital stock of Netivation, as of September 14, 1999, consists of (a) 30,000,000 shares of Common Stock, of which 8,660,055 shares are issued and outstanding, and (b) 2,000,000 shares of Preferred Stock, of which 0 shares are issued and outstanding. All issued and outstanding shares of Netivation's Common Stock and Preferred Stock (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable and (iii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Netivation Stock has been duly authorized and, when issued in compliance with the provisions of this Agreement and its certificate of incorporation, will be validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, other than liabilities imposed upon stockholders generally by the provisions of Delaware Law, and will not be subject to any other restrictions, except as set forth in or provided by this Agreement and as may be imposed by applicable law.
(b) The authorized capital stock of Merger Sub consists of one thousand (1000) shares of Common Stock, all of which have been issued to Netivation. All of the issued and outstanding shares of Common Stock of Merger Sub (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable and (iii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities.
