Common use of Issued Securities Clause in Contracts

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your authorized capital consists of (i) 105,608,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 4 contracts

Samples: Warrant Agreement (Bloom Energy Corp), Warrant Agreement (Bloom Energy Corp), Warrant Agreement (Bloom Energy Corp)

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Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as addition: (i) The authorized capital stock of the Effective Date: Your authorized capital Company consists of (iA) 105,608,000 20,000,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 4,330,812 shares are issued and outstanding, and (viiB) 19,908,000 23,190,000 shares of Preferred Stock consisting of 19,840,000 shares designated as Series F B Preferred Stock, of which 18,061,055 18,596,631 shares are issued and outstanding. You have reserved 14,493,334 outstanding and are currently convertible into an aggregate of 6,198,876 shares of Common Stock for issuance under Your Stock Incentive PlanStock, under 2,050,000 shares designated as Series C Preferred Stock, all of which 7,264,503 options have been granted are issued and outstanding and are currently outstanding. You have warrants outstanding to purchase up to 424,342 convertible into an aggregate of 683,334 shares of Series A Preferred Common Stock, 183,748 1,300,000 shares of designated Series D Preferred Stock, 4,468,854 of which 1,242,287 shares are issued and outstanding and are currently convertible into an aggregate of 1,242,287 shares of Common Stock and 6,850,000 shares designated Series E Preferred Stock Stock, of which 5,562,100 are issued and 263,261 outstanding. (ii) The Company has reserved (A) 783,560 shares of Series F Preferred StockCommon Stock under its 1997 Stock Option Plan and (B) 2,601,901 shares of Common Stock under its 1998 Equity Incentive Plan. Except as otherwise for (i) 22,222 shares of Common Stock issuable to Venture Lending & Leasing, Inc. ("VLLI"), in respect of Section 4.2(c) of that certain warrant issued to VLLI on January 30, 1997 and 36,144 shares of Common Stock issuable to VLLI in respect of Section 4.2(c) of that certain warrant also issued to VLLI on January 30, 1997, (ii) the conversion privileges of the Series B Preferred, the Series C Preferred and the Series D Preferred, (iii) the shares of Common Stock reserved for issuance under the Company's 1997 Stock Option Plan and 1998 Equity Incentive Plan, (iv) the right of first offer provided in this Warrant Section 3 of that certain Investors' Rights Agreement dated April 1, 1998 by and as noted aboveamong the Company and the persons and entities listed on Exhibit A thereto, and (v) the right of first refusal in Section 8.7 of the Bylaws of the Company with respect to transfers of shares of the company's capital stock, there are no other options, warrants, conversion privileges privileges, or preemptive or other rights or agreements presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the capital stock or other securities of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stockCompany.

Appears in 3 contracts

Samples: Warrant Agreement (Oni Systems Corp), Warrant Agreement (Oni Systems Corp), Warrant Agreement (Oni Systems Corp)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your authorized capital consists of addition: (i) 105,608,000 As of September 30, 1998, the authorized capital of the Company consisted of (A) 20,000,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 2,298,564 shares are issued and outstanding, and (viiB) 19,908,000 10,756,250 shares of Series F Preferred Stock, of which 18,061,055 2,000,000 shares are designated Series A Preferred Stock ("SERIES A PREFERRED"), all of which is issued and outstanding, 3,781,250 shares are designated Series B Preferred Stock ("SERIES B PREFERRED"), 3,750,000 shares of which are issued and outstandingoutstanding and 23,437 shares of which are reserved for issuance upon exercise of outstanding warrants, 975,000 shares are designated Series C Preferred Stock ("SERIES C PREFERRED"), 937,500 shares of which are issued and outstanding and 4,000,000 shares are designated Designated Preferred Stock, up to 3,674,229 shares of which are issued and outstanding and up to 153,031 shares of which are reserved for issuance upon exercise of outstanding warrants or for future warrant grants with respect to agreements entered into with the Holder. You have Each share of Series A Preferred, Series B Preferred, Series C Preferred and Designated Preferred Stock outstanding is currently convertible into one share of Common Stock. (ii) The Company has reserved 14,493,334 2,000,000 shares of Common Stock for issuance under Your its 1996 Stock Incentive Option Plan, under which 7,264,503 506,861 shares are issued and outstanding and options have been granted and for an aggregate of 1,432,375 shares are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares as of Series A Preferred StockSeptember, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock1998. Except as otherwise provided in this Warrant Agreement and as noted above, set forth herein there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company's capital stock or other securities of Your securities. the Company (iii) Except as set forth in Your Eighth the Amended and Restated Stockholders’ Investor Rights Agreement dated as of October 29June 26, 2010 1998 (the “Stockholders’ Agreement”"INVESTOR RIGHTS AGREEMENT"), a true, correct and complete copy no shareholder of which the Company has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your the Company's capital stock.

Appears in 2 contracts

Samples: Series D Preferred Stock Purchase Warrant (Extensity Inc), Series D Preferred Stock Purchase Warrant (Extensity Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal federal and state securities laws. In addition addition, as of the Effective Date: Your date immediately preceding the date of this Warrant: (i) The authorized capital of the Company consists of (iA) 105,608,000 83,716,667 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 7,289,956 shares are issued and outstanding, and (viiB) 19,908,000 62,916,667 shares of preferred stock of all series, of which (1) 10,000,000 shares have been designated as Series F A Convertible Preferred Stock, all of which are issued and outstanding and each share is convertible into one (1) share of Common Stock; (2) 24,250,000 shares have been designated Series B Convertible Preferred Stock, all of which are issued and outstanding and each share is convertible into one (1) share of Common Stock; (3) 22,000,000 shares have been designated Series C Convertible Preferred Stock, of which 18,061,055 15,130,400 shares are issued and outstanding. You outstanding and each share is convertible into one (1) share of Common Stock; and 6,666,667 shares have been designated Series D Convertible Preferred Stock, all of which are issued and outstanding and each share is convertible into one (1) share of Common Stock. (ii) The Company has reserved 14,493,334 12,500,000 shares of Common Stock for issuance under Your its 2006 Amended and Restated Stock Incentive Option Plan, under which 7,264,503 options 188,080 shares of Common Stock have been granted issued upon the exercise of options, options to purchase 11,031,975 shares of Common Stock are outstanding and 281,876 shares of restricted stock are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock Other than as set forth in clause (i) above and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted aboveclause (ii), there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company’s capital stock or other securities of Your securities. the Company. (iii) Except as set forth in Your Eighth Amended and Restated Stockholders’ the Investor Rights Agreement dated as Agreement, no stockholder of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which Company has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your the Company’s capital stock.

Appears in 2 contracts

Samples: Warrant Agreement (Concert Pharmaceuticals, Inc.), Warrant Agreement (Concert Pharmaceuticals, Inc.)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your authorized capital consists of (iA) 105,608,000 135,000,000 shares of Common Stock, of which 12,027,455 41,478,013 shares of Common Stock are issued and outstanding, (iiB) 14,100,000 28,165,300 shares of Series A Preferred Stock, of which 13,650,000 27,396,198 shares are issued and outstanding, (iiiC) 12,150,000 16,558,441 shares of Series B Preferred Stock, all of which 11,803,284 shares are issued and outstanding, (ivD) 9,000,000 7,683,710 shares of Series C Preferred Stock, all of which 8,968,604 shares are issued and outstanding, and (vE) 10,700,000 13,957,445 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 10,976,189 shares are issued and outstanding. You have reserved 14,493,334 32,465,594 shares of Common Stock for issuance under Your Stock Incentive PlanPlans, under which 7,264,503 10,736,041 options have been granted and are currently outstandingcommitments to issue an additional 4,753,417 in options have been made. You have warrants outstanding Warrants to purchase up to 424,342 a total of 769,102 shares of Series A Preferred Stock, 183,748 Stock and 10,000 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stockare also outstanding. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated StockholdersInvestors’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 2 contracts

Samples: Warrant Agreement (Nutanix, Inc.), Warrant Agreement (Nutanix, Inc.)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as addition: (i) The authorized capital of the Effective Date: Your authorized capital Company consists of (iA) 105,608,000 11,000,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 2,420,654 shares are issued and outstanding, and (viiB) 19,908,000 7,045,345 shares of preferred stock, of which 816,169 shares are designated Series F A Convertible Preferred Stock, all of which are issued and outstanding and are convertible into 816,169 shares of Common Stock; and 2,315,625 shares are designated Series B Convertible Preferred Stock, of which 18,061,055 2,265,625 shares are issued and outstanding. You have outstanding and are convertible into 2,265,625 shares of Common Stock; and 3,913,551 shares are designated Series C Convertible Preferred Stock, all of which are issued and outstanding and are convertible into 3,913,551 shares of Common Stock. (ii) The Company has reserved 14,493,334 851,346 shares of Common Stock for issuance under Your its 1994 Stock Incentive Option Plan, under which 7,264,503 473,049 options have been granted granted, of which 249 options have been exercised and of which 472,800 options are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares at an average price of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock$.12 per share. Except as otherwise provided in for this Warrant Agreement and the Warrant Agreement dated as noted aboveof May 1, 1995 between Comdisco, Inc. and the Company, and except as set forth in this paragraph (d), there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company's capital stock or other securities of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stockCompany.

Appears in 2 contracts

Samples: Warrant Agreement (Acusphere Inc), Warrant Agreement (Acusphere Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as addition: (i) The authorized capital of the Effective Date: Your authorized capital Company consists of (iA) 105,608,000 15,078,208 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 2,455,142 shares are issued and outstanding, and (viiB) 19,908,000 10,517,558 shares of preferred stock, of which 816,169 shares are designated Series F A Convertible Preferred Stock, all of which are issued and outstanding and are convertible into 816,169 shares of Common Stock; and 2,315,625 shares are designated Series B Convertible Preferred Stock, of which 18,061,055 2,265,625 shares are issued and outstanding. You have outstanding and are convertible into 2,265,625 shares of Common Stock; and 3,980,140 shares are designated Series C Convertible Preferred Stock, 3,913,551 of which are issued and outstanding and are convertible into 3,913,551 shares of Common Stock; and 3,425,124 shares are designated Series D Convertible Preferred Stock, 2,405,624 of which are issued and outstanding and are convertible into 3,405,624 shares of Common Stock. (ii) The Company has reserved 14,493,334 1,385,458 shares of Common Stock for issuance under Your its 1994 Stock Incentive Option Plan, under which 7,264,503 1,077,353 shares or options to shares have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares granted, at an average price of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock$.18 per share. Except as otherwise provided in for this Warrant Agreement and the Warrant Agreements dated as noted aboveof May 1, 1995, August 5, 1996 and June 6, 1997 between Comdisco, Inc. and the Company, and except as set forth in this paragraph (d), there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company's capital stock or other securities of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stockCompany.

Appears in 2 contracts

Samples: Warrant Agreement (Acusphere Inc), Warrant Agreement (Acusphere Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your authorized capital consists of (i) 105,608,000 116,272,000 shares of Common Stock, of which 12,027,455 13,089,277 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 14,061,152 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 9,665,746 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 21,108,000 shares of Series F Preferred Stock, of which 18,061,055 20,760,838 shares are issued and outstanding, and (viii) 12,040,058 shares of Series G Preferred Stock, of which 11,684,548 shares are issued and outstanding. You have reserved 14,493,334 19,193,334 shares of Common Stock for issuance under Your Stock Incentive PlanPlans, under which 7,264,503 10,936,265 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 279,459 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Ninth Amended and Restated Stockholders’ Rights Agreement dated as of October 29June 30, 2010 2011 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 2 contracts

Samples: Warrant Agreement (Bloom Energy Corp), Warrant Agreement (Bloom Energy Corp)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition addition, as of December 15, 1998 (assuming filing of the Effective Date: Your restated Charter): (i) The authorized capital of the Company consists of (iA) 105,608,000 75,000,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 8,196,203 shares are issued and outstanding, and (viiB) 19,908,000 38,825,000 shares of preferred stock, of which 10,000,000 shares are designated as Series F A Preferred Stock, all of which 18,061,055 shares are issued and outstanding. You have ; 6,212,500 shares are designated as Series B Preferred Stock, all of which are issued and outstanding; 6,412.500 shares are designated Series C Preferred Stock, 6,312,500 of which are issued and outstanding; 6,200,000 shares are designated Series D Preferred Stock, 6,190,000 of which are issued and outstanding and 10,000,000 shares of Series E Preferred Stock will be authorized. (ii) The Company has reserved 14,493,334 12,419,583 shares of Common Stock for issuance under Your the Company's 1996 Stock Incentive Option Plan and 1997 Stock Plan, under 6,660,209 of which 7,264,503 are issuable pursuant to outstanding options have been granted and are currently outstanding2,628,588 of which remain available for grant. You have warrants outstanding In addition, the Company previously has issued a warrant to purchase up to 424,342 an aggregate of 100,000 shares of Series C Preferred Stock. Except for (A) the conversion privileges of the outstanding Series A Preferred Stock, 183,748 shares of the outstanding Series B Preferred Stock, the outstanding Series C Preferred Stock, the outstanding Series D Preferred Stock, 4,468,854 shares of Stock and the Series E Preferred Stock to be issued and 263,261 shares of Series F Preferred Stock. Except as otherwise provided (B) the options and warrant described in this Warrant Agreement and as noted Section 9(d)(ii) above, there are no other options, . warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company's capital stock or other securities of Your securities. the Company. (iii) Except as set forth in Your Eighth Amended and the Fourth Restated Stockholders’ Investors Rights Agreement dated as of October 29January 7, 2010 (1999, no shareholder of the “Stockholders’ Agreement”), a true, correct and complete copy of which Company has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your the Company's capital stock.

Appears in 2 contracts

Samples: Warrant Agreement (Crossworlds Software Inc), Warrant Agreement (Crossworlds Software Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your authorized capital consists of addition: (i) 105,608,000 Immediately prior to the Closing, the authorized capital stock of the Company shall consist of 17,000,000 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of which 12,027,455 2,856,745 shares of Common Stock are shall be issued and outstanding, (ii) 14,100,000 and 9,000,000 shares of Series A Preferred Stock, $0.01 par value per share, of which 13,650,000 407,500 shares are issued and outstanding, (iii) 12,150,000 shares of shall have been designated as Series B A Convertible Preferred Stock, of which 11,803,284 1,853,182 shares are issued and outstanding, (iv) 9,000,000 shares of shall have been designated as Series C B Convertible Preferred Stock, of which 8,968,604 1,865,000 shares are issued and outstanding, (v) 10,700,000 shares of shall have been designated as Series D C Convertible Preferred Stock, of which 9,481,998 200,000 shares are issued and outstandingshall have been designated as Series D Convertible Preferred Stock, (vi) 16,500,000 2,358,492 shares of shall have been designated as Series E Preferred Stock, 1,365,808 shares shall have been designated Series F Convertible Preferred Stock, 191,022 shares shall have been designated Series G Preferred Stock and 580,000 shall have been designated Series H Preferred Stock. Immediately prior to the Closing, 400,000 shares of which 11,342,180 Series A Convertible Preferred Stock, 1,853,182 shares are issued and outstandingof Series B Convertible Preferred Stock, and (vii) 19,908,000 1,865,000 shares of Series C Convertible Preferred Stock, 65,386 shares of Series D Convertible Preferred Stock, 2,358,492 shares of Series E. Convertible Preferred Stock, 1,365,808 shares of Series F Convertible Preferred Stock, 191,022 shares of which 18,061,055 Series G Convertible Preferred Stock and no shares are of Series H Convertible Preferred Stock were issued and outstanding. You All of the issued and outstanding shares of Preferred Stock have reserved 14,493,334 been duly authorized and validly issued and are fully paid and nonassessable. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Immediately prior to the Closing, there will be 6,061,000 shares of Common Stock reserved for issuance under Your the Company's 1995 Stock Incentive Option/Stock Issuance Plan, under of which 7,264,503 options 2,942,898 shares have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares issued upon the exercise of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently 2,165,062 shares are subject to outstanding to purchase or otherwise acquire any authorized but unissued options and 953,040 shares of Your capital stock or other of Your securitiesremain available for issuance. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as Exhibit C hereto, the Certificate of October 29Incorporation, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered other agreements required to Us be executed by the Company on or prior to the issuance Closing pursuant to paragraph 5D (the "Ancillary Agreements") or as provided in this Agreement, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of this Warrantcapital stock of the Company is authorized or outstanding, Your stockholders do not (ii) the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of an share of its capital stock any evidences of indebtedness or assets of the Company, and (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend to make any other distribution in respect thereof. All of the issued and outstanding securities or the Company have been offered, issued and sold by the Company is compliance with applicable federal and state securities laws. (ii) In accordance with the Company's Articles of Incorporation, no shareholder of the Company has preemptive rights to purchase new issuances of Your the Company's capital stock.

Appears in 2 contracts

Samples: Subordinated Loan and Security Agreement (Vignette Corp), Master Lease Agreement (Vignette Corp)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition addition, as of the Effective Date: Your : (i) The authorized capital of the Company consists of (iA) 105,608,000 7,000,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 2,804,100 shares are issued and outstanding, and (viiB) 19,908,000 3,550,000 shares of preferred stock, of which (i) 1,350,000 shares have been designated Series A Preferred Stock (consisting of 675,000 shares of Series F A-I Preferred Stock, ) of which 18,061,055 534,000 shares of Series A Preferred Stock and no shares of Series A-i Preferred Stock are outstanding and (ii) 2,200,000 shares have been designated Series B Preferred Stock of which 2,050,000 shares are issued and outstanding. You have . (ii) The Company has reserved 14,493,334 (A) 615,000 shares of Common Stock for issuance under Your Stock Incentive Planto employees, under consultants and directors of which 7,264,503 437,000 options have been granted and are currently outstandingoutstanding at an average price of $.15 per share. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no Exhibit IV hereto sets forth the other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company's capital stock or other securities of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as the Company. (iii) In accordance with the Company's Charter, no shareholder of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which Company has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your the Company's capital stock, other than holders of the Company's Series A and Series B Preferred Stock pursuant to an Amendment to a Stockholders Agreement dated November 19, 1996, by and among the Company and the other parties thereto (the "Stockholders' Agreement").

Appears in 1 contract

Samples: Warrant Agreement (Audible Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as addition, the authorized capital of the Effective Date: Your authorized capital Company consists of of: (i) 105,608,000 shares Preferred Stock. 10,000,000 shams of Common Stockpreferred stock, no par value, of which 12,027,455 4,000,000 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of have been designated Series A Preferred Stock, all of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 ; 2,200,000 shares of have been designated Series B Preferred Stock, all of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 ; 1,375,000 shares of have been designated Series C Preferred Stock, 1,320,606 of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 outstanding and 187,500 shares of Series D Preferred Stock, of which_________ are issued and outstanding. The rights, privileges and preferences of the Series A, Series B, Series C and Series D Preferred Stock are as stated in the Restated Articles. (ii) Common Stock. 30,000,000 shams of Common Stock no par value, of which 9,481,998 4,933,153 shares are issued and outstanding. (iii) There are no outstanding options, warrants, rights (vi) 16,500,000 including conversion or preemptive rights or similar rights), or agreements for the purchase or acquisition from the Company of any shares of its capital stock except for (a) the conversion privileges of the Series E A, Series B, Series C and Series D Preferred Stock; (b) outstanding options to purchase 544,998 shares of the Company's Common Stock pursuant to its 1996 Stock Option Plan and 1996 Stock Option Plan No. 2 (the "Option Plans"); and (c) a grant of 333 shares of the Company's Common Stock which the Company's Board of Directors has approved for issuance, under the Company's 1993 Employee, Consultant and Director Stock Purchase Plan (the "Purchase Plan"), to a consultant to the Company upon the performance of services which 11,342,180 shares are issued and outstandinghave not yet been performed, and (viid) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 options have been granted and are currently outstanding. You have warrants outstanding a warrant to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 18,750 shares of Series D Preferred Stock. The Company has reserved an aggregate of 1,175,000 shares of its Common Stock for issuance under the Option Plans. The Company has also reserved 3,500,000 shares of its Common Stock for purchases under the Purchase Plan, 4,468,854 of which 3,433,153 shares have been issued and are outstanding on the date hereof, and 125,000 shares of its Series C Preferred Stock for issuance under its 1996 Employee Stock Purchase Bonus Plan (the "Bonus Plan"), of which 70,606 shares have been issued on the date hereof. [Note - outstanding share numbers need to be updated] (iv) Within 30 days of the date of execution of this Warrant Agreement the Company will amend the Restated Articles to increase the number of designated shares of Series E D Preferred Stock and 263,261 shares to not less than________ shares. (v) In accordance with the Restated Article's no shareholder of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which Company has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your the Company's capital stock.

Appears in 1 contract

Samples: Warrant Agreement (First Virtual Corp)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as addition, the authorized capital of the Effective Date: Your authorized capital Company consists of of: (i) 105,608,000 Preferred Stock. 10,000,000 shares of Common Stockpreferred stock, no par value, of which 12,027,455 4,000,000 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of have been designated Series A Preferred Stock, all of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 ; 2,200,000 shares of have been designated Series B Preferred Stock, all of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 ; 1,375,000 shares of have been designated Series C Preferred Stock, 1,320,606 of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 outstanding and 187,500 shares of Series D Preferred Stock, of which 9,481,998 ______ are issued and outstanding. The rights, privileges and preferences of the Series A, Series B, Series C and Series D Preferred Stock are as stated in the Restated Articles. (ii) Common Stock. 30,000,000 shares of Common Stock no par value, of which 4,781,636 shares are issued and outstanding. (iii) There are no outstanding options, warrants, rights (vi) 16,500,000 including conversion or preemptive rights or similar rights), or agreements for the purchase or acquisition from the Company of any shares of its capital stock except for (a) the conversion privileges of the Series E A, Series B, Series C and Series D Preferred Stock, ; (b) outstanding options to purchase 1,249,642 shares of which 11,342,180 shares are issued the Company's Common Stock pursuant to its 1996 Stock Option Plan and outstanding, 1996 Stock Option Plan No. 2 (the "Option Plans"); and (viic) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 options have been granted and are currently outstanding. You have warrants outstanding a warrant to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 18,750 shares of Series D Preferred Stock. The Company has reserved an aggregate of 1,380,000 shares of its Common Stock for issuance under the Option Plans. The Company has also reserved 3,295,000 shares of its Common Stock for purchases under the Purchase Plan, 4,468,854 of which 3,294,857 shares have been issued and are outstanding on the date hereof, and 125,000 shares of its Series C Preferred Stock for issuance under its 1996 Employee Stock Purchase Bonus Plan (the "Bonus Plan"), of which 87,572 shares have been issued on the date hereof. (iv) Within 30 days of the date of execution of this Warrant Agreement the Company will amend the Restated Articles to increase the number of designated shares of Series E D Preferred Stock and 263,261 shares to not less than 687,500 shares. (v) In accordance with the Restated Articles, no shareholder of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which Company has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your the Company's capital stock.

Appears in 1 contract

Samples: Warrant Agreement (First Virtual Corp)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your date hereof: (i) the authorized capital of the Company consists of (iA) 105,608,000 31,000,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock") of which 12,027,455 shares of Common Stock are issued and outstandingwhich, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 6,533,380 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are currently issued and outstanding, and (viiB) 19,908,000 15,657,708 shares of Series F Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), 3,571,600 shares of which 18,061,055 have been designated Series A Convertible Preferred Stock (the "Series A Preferred"), all of which are currently issued and outstanding, 7,346,108 shares of which have been designated Series B Convertible Preferred Stock (the "Series B Preferred"), all of which are currently issued and outstanding, and 4,700,000 shares of which have been designated Series C Convertible Preferred Stock (the "Series C Preferred"), of which 4,638,619 shares are currently issued and outstanding. You have The Series A Preferred, the Series B Preferred and the Series C Preferred are convertible, at the option of the holders thereof, into Common Stock according to the terms of the Certificate, as amended. (ii) The Company has reserved 14,493,334 5,624,434 shares of Common Stock for issuance under Your its 1998 Stock Incentive Option Plan, under which 7,264,503 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except Other than as otherwise provided described in this Warrant Agreement and as noted abovesubsection (d), there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company's capital stock or other securities of Your securities. Except as set forth in Your Eighth the Company (iii) In accordance with the terms of the Amended and Restated Stockholders' Rights Agreement dated as of October 29June 14, 2010 (1999 between the “Stockholders’ Agreement”)Company' and the stockholders of the Company named therein, a truethe holders of the Series B Preferred and Series C Preferred shall, correct and complete copy of which has been delivered subject to Us prior to the issuance of this Warrantcertain limited exceptions, Your stockholders do not have preemptive rights to purchase their pro rata share of any new issuances of Your the Company's capital stock.

Appears in 1 contract

Samples: Warrant Agreement (Support Com Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal federal and applicable state securities laws. In addition as addition: (i) The authorized capital of the Effective Date: Your authorized capital Company consists of (iA) 105,608,000 34,000,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 8,528,811 shares are issued and outstanding, and (viiB) 19,908,000 17,098,000 shares of Series F Preferred Stock, of which 18,061,055 shares (1) 7,098,000 have been designated Series A Preferred Stock, 7,098,000 of which are issued and outstanding, (2) 6,000,000 have been designated Series B Preferred Stock, 5,999,994 of which are issued and outstanding, and (3) 4,000,000 have been designated Series C Preferred Stock, 3,808,152 of which are issued and outstanding. You have All shares of Preferred Stock are currently convertible into Common Stock on a share-for-share basis. (ii) The Company has reserved 14,493,334 3,269,604 shares of Common Stock for issuance under Your its 1995 Stock Incentive Plan, under which 7,264,503 options (A) 1,307,004 shares have been granted issued as Restricted Common Stock, (B) options to purchase 1,456,038 shares of Common Stock have been issued and are currently outstanding. You have warrants outstanding , (C) options to purchase up to 424,342 100,062 shares of Series A Preferred Common Stock have been issued and exercised and (D) 406,500 shares are remaining for issuance. (iii) The Company has reserved 2,181,228 shares of Common Stock for issuance under its 1996 Stock Plan, under which (A) 7,245 shares have been issued as Restricted Common Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding (B) options to purchase or otherwise acquire 568,000 share of Common Stock have been issued and are outstanding, (C) no options to purchase shares have been exercised and (D) 1,605,983 shares are remaining for issuance. (iv) The Company's Articles of incorporation contain no provision providing any authorized but unissued shares shareholder of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have Company with preemptive rights to purchase new issuances of Your the Company's capital stock. There are no contractual rights of first refusal to purchase this Warrant or the Series C Preferred Stock issuable upon exercise thereof, except such as have been amended or waived.

Appears in 1 contract

Samples: Warrant Agreement (Unwired Planet Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal federal and state securities laws. In addition as addition: i. The authorized capital stock of the Effective Date: Your authorized capital Company consists of (i) 105,608,000 30,000,000 shares of no par value common Stock and 10,000,000 shares of no par value preferred stock. The first series of preferred stock is comprised of 1,000,000 shares designated "Series A Preferred Stock." The second series of preferred stock is comprised of 1,500,000 shares designated "Series Z Preferred Stock." The third series of preferred stock is comprised of 2,226,667 shares designated "Series B Preferred Stock." There are currently issued and outstanding 1,732,500 shares of the Company's Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 1,000,000 shares of Series A Preferred Stock, 200,000 shares of which 13,650,000 shares are issued Series Z Preferred Stock and outstanding, (iii) 12,150,000 2,200,000 shares of Series B Preferred Stock, of which 11,803,284 shares are . All issued and outstanding, (iv) 9,000,000 outstanding shares of Series C Preferred Stock, of which 8,968,604 shares are the Company's capital stock have been duly authorized and validly issued by the Company in compliance with applicable federal and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstandingstate securities laws, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 shares are issued fully paid and outstandingnonassessable. ii. You have The Company has reserved 14,493,334 no shares of Common Stock for issuance under Your its Stock Incentive Option Plan, under which 7,264,503 no options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 Other than 400,000 shares of Series A Z Preferred Stock, 183,748 Stock reserved for issuance to The Scripps Research Institute and 26,667 shares of Series D Preferred Stock, 4,468,854 shares of Series E B Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted aboveoffered for sale to Lynn X. Xxxxxxxx, there xxere are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company's capital stock or other securities of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stockCompany.

Appears in 1 contract

Samples: Warrant Agreement (Combichem Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as addition: (i) The authorized capital of the Effective Date: Your authorized capital Company consists of (ia) 105,608,000 20,000,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 1,592,924 shares are issued and outstanding, and (viib) 19,908,000 7,000,000 shares of Preferred Stock of which 240,000 are designated Series A Preferred Stock, 160,333 are designated Series B Preferred Stock, 850,000 are designated Series C Preferred Stock, 664,000 are designated Series D Preferred Stock, 983,000 are designated Series E Preferred Stock and 2,000,000 are designated Series F Preferred Stock. 240,000 shares of Series A Preferred Stock are issued and outstanding and convertible into 480,000 shares of Common Stock, 160,333 shares of Series B Preferred Stock are issued and outstanding and convertible into 320,666 shares of Common Stock. 850,000 shares of Series C Preferred Stock are issued and outstanding and convertible into 1,700,000 shares of Common Stock. 654,742 shares of Series D Preferred are issued and outstanding and convertible into 1,309,484 shares of Common Stock. 982,631 shares of Series E Preferred Stock are issued and outstanding and convertible into 1,965,262 shares of Common Stock. 1,948,090 shares of Series F Preferred Stock, of which 18,061,055 shares Stock are issued and outstanding. You have reserved 14,493,334 outstanding and convertible into 1,948,090 shares of Common Stock. (ii) There are 2,610,000 shares of Common Stock authorized for issuance under Your pursuant to the Company's Incentive Stock Incentive Plan, under Plan of which 7,264,503 options 1,929,410 shares have been granted and are currently outstanding. You have issued. (iii) The Company has issued Comdiso, Inc. warrants outstanding to purchase exercisable for up to 424,342 shares of Series A Preferred Stock, 183,748 9,217 shares of Series D Preferred Stock, 4,468,854 shares . (iv) The Company is planning to increase the authorized number of Series E Preferred Stock and 263,261 shares of Series F Preferred StockStock by 1,000,0000 shares to a new total of 3,000,000 shares. Except as otherwise provided In addition, the Company is planning to split the outstanding shares of Series A Series B, Series C, Series D, and Series E Preferred Stock on a two-for-one basis in this Warrant Agreement order to match the prior two-for-one split the Common Stock with a corresponding adjustment in the liquidation preference, dividend rate, and as noted above, there conversion rate of such shares. Because such shares are each presently convertible into two shares of Common Stock such action will not affect the capitalization of the Company or the rights of such shareholders. (v) There are no other options, warrants, conversion privileges or other options or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company's capital stock or other securities of Your securities. Except as set forth in Your Eighth Amended and the Company. (vi) In accordance with the Company's Restated Stockholders’ Rights Agreement dated as Articles of October 29Incorporation, 2010 (no shareholder of the “Stockholders’ Agreement”), a true, correct and complete copy of which Company has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your the Company's capital stock.

Appears in 1 contract

Samples: Warrant Agreement (Omnicell Com /Ca/)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal federal and state securities laws. In addition addition, as of the Effective Date: Your date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (iA) 105,608,000 120,000,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 14,842,578 shares are issued and outstanding, and (viiB) 19,908,000 60,336,602 shares of Series F Preferred Stock, of which 18,061,055 8,031,402 shares are designated Series A Preferred Stock, 7,971,015 of which are issued and outstanding. You outstanding and are convertible into 7,971,015 shares of Common Stock at $2.07 per share, of which 7,281,554 shares have been designated Series B Preferred Stock, all of which are issued and outstanding and are convertible into 7,281,554 shares of Common Stock at $4.12 per share, of which 15,023,646 shares have been designated Series C Preferred Stock, all of which are issued and outstanding and are convertible into 15,023,646 shares of Common Stock at $7.6546 per share, and of which 30,000,000 shares have been designated Series D Preferred Stock, 25,766,865 of which are issued and outstanding and are convertible into 25,766,865 shares of Common Stock at $6.7246 per share. (ii) The Company has reserved 14,493,334 15,370,000 shares of Common Stock for issuance under Your its Stock Incentive Plan, under which 7,264,503 14, 652, 645 options have been granted and are currently outstanding. You have Except for (i) the conversion privileges of each series of the Preferred Stock, (ii) the rights provided in the Rights Agreement, (iii) outstanding options issued pursuant to the Stock Plan and (iv) warrants outstanding to purchase up to 424,342 60,387 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company’s capital stock or other securities of Your securities. the Company. (iii) Except as set forth in Your Eighth Amended and Restated Stockholders’ the Rights Agreement dated as Agreement, no stockholder of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which Company has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your the Company’s capital stock.

Appears in 1 contract

Samples: Warrant Agreement (BrightSource Energy Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as addition: (i) The authorized capital of the Effective Date: Your authorized capital Company consists of (iA) 105,608,000 22,500,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 1,947,451 shares are issued and outstanding, and (viiB) 19,908,000 18,000,000 shares of Series F Preferred Stock, of which 18,061,055 (i) 3,500,000 shares have been designated Series A Preferred Stock, all of which are issued and outstanding; (ii) 5,060,750 shares have been designated Series B Preferred Stock, of which 5,000,000 are issued and outstanding; (iii) 1,737,500 shares have been designated Series C Preferred Stock, none of which are issued and outstanding; (iv) 2,908,889 shares have been designated Series D Preferred Stock, all of which are issued and outstanding; and (v) 4,481,929 shares have been designated Series E Preferred Stock, 4,150,717 of which are issued and outstanding. You 17,689,068 shares of Common Stock have been reserved 14,493,334 for issuance upon conversation of the Preferred Stock. (ii) The Company has reserved 2,750,000 shares of Common Stock for issuance under Your Stock its 1995 Equity Incentive Plan, under which 7,264,503 1,606,298 options have been granted are outstanding at prices of $0.10 to $0.23 per share. And, except for (1) the conversion privileges of the Series A, Series B, Series C, Series D and are currently outstanding. You have warrants outstanding to purchase up to 424,342 Series E Preferred Stock; (2) the rights provided in Section 4 of the Restated Investor's Rights Agreement, dated November 14, 1994; (3) a warrant potentially exercisable for a maximum of 60,750 shares of the Company's Series A B Preferred Stock (the "Series B Warrant") issued to Dominion Ventures, Inc. ("Dominion") pursuant to that certain Warrant to Purchase Shares of Series B Preferred Stock, 183,748 dated November 2, 1992; (4) a convertible instrument potentially convertible into a maximum of 1,600,000 shares of the Company's Series D C Preferred StockStock (the "Convertible Instrument") issued to the BMPI Liquidating Trust, 4,468,854 a Colorado trust, (the "Trust") pursuant to that certain Asset Purchase Agreement dated June 17, 1992, by and between the Company and the Trust (the "Asset Agreement"); and (5) a warrant potentially exercisable for a maximum of 53,357 shares of the Company's Series E Preferred Stock (the "Series E Warrant"), issued to Dominion pursuant to that certain Warrant to Purchase shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, dated February 18, 1994, there are no other not any outstanding options, warrants, rights (including conversion privileges or other rights presently outstanding to preemptive rights) or agreements for the purchase or otherwise acquire acquisition form the Company of any authorized but unissued shares of Your its capital stock or other stock. (iii) In accordance with the Company's Restated Certificate of Your securities. Except as set forth in Your Eighth Amended Incorporation and that certain Restated Stockholders’ Investors' Rights Agreement Agreement, dated as of October 29November 14, 2010 (1994, the “Stockholders’ Agreement”), a true, correct Company has obtained the necessary waivers of right of first offer and complete copy of which has been delivered to Us prior to antidilution protection from its stockholders in connection with the issuance to Warrantholder of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.Warrant to

Appears in 1 contract

Samples: Warrant Agreement (Cortech Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal federal and state securities laws. In addition addition, as of the Effective Date: Your date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (iA) 105,608,000 80,000,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 5,537,272 shares are issued and outstanding, and (viiB) 19,908,000 56,910,022 shares of preferred stock, 5,315,560 of which have been designated Series F A Preferred Stock, 5,228,420 of which 18,061,055 shares are issued and outstanding, 20,331,812 of which have been designated Series B Preferred Stock, 19,908,882 of which are issued and outstanding, 14,507,813 of which have been designated Series C Preferred Stock, 14,062,501 of which are issued and outstanding, 11,954,837 of which have been designated Series D Preferred Stock, all of which are issued and outstanding, and 4,800,000 of which have been designated Series D-1 Preferred Stock, 2,324,872 of which are issued and outstanding. You have The Series A Preferred Stock is convertible into shares of Common Stock at $0.2869 per share; the Series B Preferred Stock is convertible into shares of Common Stock at $0.6585 per share; the Series C Preferred Stock is convertible into shares of Common Stock at $1.28 per share; the Series D Preferred Stock is convertible into shares of Common Stock at $3.1619 per share and the Series D-1 Preferred Stock is convertible into shares of Common Stock at $8.0314 per share. (ii) The Company has reserved 14,493,334 12,037,605 shares of Common Stock for issuance under Your its Stock Incentive PlanOption Plans), under which 7,264,503 9,412,659 options have been granted and are currently outstanding. You have warrants Except as set forth above and except for (A) the conversion privileges of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series D-1 Preferred Stock, (B) an outstanding warrant to purchase up to 424,342 87,140 shares of Series A Preferred Stock, 183,748 (C) outstanding warrants to purchase 422,930 shares of Series D B Preferred Stock, 4,468,854 (D) outstanding warrants to purchase 445,312 shares of Series E Preferred Stock and 263,261 shares of Series F C Preferred Stock. Except as otherwise provided , and (E) the right of first offer set forth in this Warrant Agreement and as noted abovethe Rights Agreement, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company’s capital stock or other securities of Your securitiesthe Company. The Company has no outstanding loans to any employee, officer or director of the Company, and the Company agrees not to enter into any such loan or otherwise guarantee the payment of any loan made to an employee, officer or director by a third party. (iii) Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as the Right Agreement, in accordance with the Company’s Charter, no stockholder of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which Company has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your the Company’s capital stock.

Appears in 1 contract

Samples: Warrant Agreement (Box Inc)

Issued Securities. All of Your issued and outstanding shares of Common ----------------- Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as addition: (i) The authorized capital of the Effective Date: Your authorized capital Company consists of (iA) 105,608,000 20,000,000 shares of Common Stock, of which 12,027,455 3,433,075 shares are issued and outstanding and, (B) 12,269,073 shares of Preferred Stock, of which 472,500 shares are designated Series A Preferred Stock (all of which are issued and outstanding) 1,596,821 shares are designated Series B Preferred Stock (all of which are issued and outstanding) 1,999,752 shares are designated Series C Preferred Stock (of which 1,974,749 shares are issued and outstanding) and 3,900,000 shares are designated Series D Preferred Stock (of which 2,985,952 shares are issued and outstanding) and 4,300,000 shares are designated Series E Preferred Stock (of which 1,911,738 shares are issued and outstanding). (ii) The Company has reserved 1,863,824 shares of Common Stock for future issuance to employees under the Company's 1988 Stock Option Plan, under which options to purchase 1,645,506 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, . (iii) 12,150,000 There are (a) warrants to purchase an aggregated of 960,548 shares of Series B Preferred Stock, Common Stock outstanding (b) warrants to purchase an aggregate of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 795,238 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, Stock outstanding and (viic) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares an aggregate of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 150,000 shares of Series E Preferred Stock and 263,261 outstanding. There are subordinated convertible secured promissory notes in the aggregate principal amount of $750,000 outstanding, which principal amount is convertible into up to 681,818 shares of Series F Preferred Common Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there . (iv) There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company's capital stock or other securities of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as the Company. (v) In accordance with the Company's Articles of October 29Incorporation, 2010 (no shareholder of the “Stockholders’ Agreement”), a true, correct and complete copy of which Company has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your the Company's capital stock, other than outstanding contractual rights of first refusal.

Appears in 1 contract

Samples: Warrant Agreement (Preview Travel Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as addition: (i) The authorized capital stock of the Effective Date: Your authorized capital Company consists of (iA) 105,608,000 50,000,000 shares of common stock, $.01 par value per share (the "Common Stock"), 2,844,765 shares of which 12,027,455 are issued and outstanding (including 1,487,535 shares issued pursuant to the 1994 Restricted Stock Plan of the Company), (B) 5,000,000 shares of Common Stock undesignated preferred stock, none of which are issued or outstanding, (C) 4,922,299 shares of Series A Convertible Preferred Stock, 4,853,334 shares of which are issued and outstanding, (iiD) 14,100,000 8,000,000 shares of Series A B Convertible Preferred Stock, 7,449,223 shares of which 13,650,000 shares are issued and outstanding, (iiiE) 12,150,000 shares 1,800,000 shares, collectively, of Series B C Convertible Preferred Stock, Series C1 Convertible Preferred Stock, and Series D Convertible Preferred Stock, all of which 11,803,284 shares are issued and outstanding, (ivG) 9,000,000 10,000,000 shares of Series C E Convertible Preferred Stock, all of which 8,968,604 shares are issued or outstanding, (H) 10,000,000 Series F Convertible Preferred Stock, 8,379,593 of which are issued and outstanding, (vI) 10,700,000 shares of 400,000 Series D G Convertible Preferred Stock, 400,000 of which 9,481,998 shares are issued and outstanding, . (viii) 16,500,000 The Company has issued warrants to purchase 68,962 shares of its Series E A Convertible Preferred Stock, Stock at an average exercise price of which 11,342,180 shares are issued $0.87 per share and outstanding, and (vii) 19,908,000 142,222 shares of its Series F B Convertible Preferred Stock, Stock at an average exercise price of which 18,061,055 shares are issued and outstanding$1.125 per share. You have The Company has reserved 14,493,334 7,494,770 shares of Common Stock for issuance under Your pursuant to its 1995 and 1997 Stock Incentive Plan, under which 7,264,503 options have been granted and are currently outstandingOption Plans. You have warrants outstanding to purchase up to 424,342 The Company has reserved 1,487,535 shares of Series A Preferred Stock, 183,748 Common Stock for issuance pursuant to its 1994 Restricted Stock Plan of which 1,487,535 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock are issued and 263,261 shares of Series F Preferred Stock. outstanding. (iii) Except as otherwise provided stated in this Warrant Agreement the Company's Charter and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth the Company's Amended and Restated Stockholders’ Registration Rights Agreement dated as and Right of October 29First Refusal Agreement, 2010 (no shareholder of the “Stockholders’ Agreement”), a true, correct and complete copy of which Company has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your the Company's capital stock.

Appears in 1 contract

Samples: Warrant Agreement (Curis Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Applicable Preferred Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Applicable Preferred Stock were issued in full compliance with all Federal and state securities laws. In addition addition, as of the Effective Date: Your authorized capital consists of (iA) 105,608,000 98,171,522 shares of Class A Common Stock, of which 12,027,455 3,009,647 shares of Common Stock are issued and outstanding, (iiB) 14,100,000 44,440 shares of Class B Common Stock, of which all shares are issued and outstanding, (C) 18,000,000 shares of Series A Preferred Stock, of which 13,650,000 17,776,000 shares are issued and outstanding, (iiiD) 12,150,000 285,714 shares of Series X Preferred Stock, none of which are issued and outstanding, (E) 31,874,999 shares of Series B Preferred Stock, of which 11,803,284 30,803,570 shares are issued and outstanding, (ivF) 9,000,000 26,250,003 shares of Series C B-1 Preferred Stock, none of which 8,968,604 shares are issued and outstanding, outstanding and (vG) 10,700,000 8,215,962 shares of Series D B-2 Preferred Stock, all of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 8,800,000 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 (i) 1,209,667 shares of Class A Common Stock have been issued pursuant to restricted stock purchase agreements and/or the exercise of outstanding options and remain outstanding, (ii) options to purchase 6,809,749 shares of Class A Common Stock have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 , and (iii) 780,584 shares of Series Class A Preferred StockCommon Stock remain available for future issuance to officers, 183,748 shares directors and employees of Series D Preferred Stockthe Company pursuant to the Company’s Stock Incentive Plan, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stockas amended. Except as otherwise provided in this Warrant Agreement and as noted above, and except for (a) Warrants to Purchase Stock issued to Silicon Valley Bank to purchase an aggregate of 70,048 shares of Series A Preferred Stock, (b) the Warrant to Purchase Preferred Stock issued to Kwacker Limited to purchase an aggregate of 55,000 shares of Series B Preferred Stock and (c) the Plain English Warrants issued to Us, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Investor Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders shareholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 1 contract

Samples: Warrant Agreement (OncoMed Pharmaceuticals Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date, in all material respects: Your authorized capital as of October 28, 2014, consists of (iA) 105,608,000 97,650,000 shares of Class A Common Stock, of which 12,027,455 15,796,294 shares of Common Stock are issued and outstanding, (iiB) 14,100,000 3,000 shares of Class B Common Stock, all of which are outstanding, (C) 25,274,181 shares of Series A Preferred Stock, all of which 13,650,000 shares are issued and outstanding, (iiiD) 12,150,000 17,622,476 shares of Series B Preferred Stock, all of which 11,803,284 shares are issued and outstanding, (ivE) 9,000,000 5,995,347 shares of Series C Preferred Stock, all of which 8,968,604 shares are issued outstanding and outstanding, (vF) 10,700,000 9,488,372 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 9,302,326 shares are issued and outstanding. You have reserved 14,493,334 5,219,750 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 options have been granted and to purchase 5,219,750 shares are currently outstanding. You have warrants outstanding reserved 32,600,000 shares of Common Stock for issuance under Your Stock Incentive Plan, under which options to purchase up to 424,342 16,602,457 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stockare currently outstanding. Except as otherwise provided in this Warrant Agreement Agreement, warrants to purchase 75,000 shares of the Company’s Class A Common Stock, and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Investor Rights Agreement Agreement, dated as of October 29, 2010 the date of this Warrant Agreement (as may be amended and/or restated from time to time the “Stockholders’ Investor Rights Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 1 contract

Samples: Warrant Agreement (Medallia, Inc.)

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Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant ------------------ Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as addition: (i) The authorized capital of the Effective Date: Your authorized capital Company consists of (iA) 105,608,000 50,000,000 shares of common Stock, $.01 par value per share (the "Common Stock"), of 2,456,435 shares which 12,027,455 shares of Common Stock are issued and outstanding, (iiB) 14,100,000 5,000,000 shares of Series A Preferred Stockundesignated preferred stock, none of which 13,650,000 shares are issued and outstanding, (iiiC) 12,150,000 4,922,299 shares of Series B A Convertible Preferred Stock, of which 11,803,284 4,853,334 shares of which are issued and outstanding, (ivD) 9,000,000 8,000,000 shares of Series C B Convertible Preferred Stock, 7,447,223 shares of which 8,968,604 shares are issued and outstanding, (vE) 10,700,000 shares 1,000,000 shares, collectively, of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, all of which 9,481,998 shares are issued and outstanding, (viG) 16,500,000 10,000,000 shares of Series E Convertible Preferred Stock, all of which 11,342,180 are issued and outstanding and (H) 10,000,000 shares of Series F Convertible Preferred Stock, 8,379,593 shares of which are issued and outstanding, and . (viiii) 19,908,000 The Company has issued warrants to purchase 25,000 shares of its Common Stock at an average exercise price of $2.50 per share, 68,965 shares of its Series F A Convertible Preferred Stock, Stock at an average exercise price of which 18,061,055 $0.87 per share and 142,222 shares are issued and outstandingof its Series B Convertible Preferred Stock at an average exercise price of $1.125 per share. You have The Company has reserved 14,493,334 4,000,000 shares of Common Stock for issuance under Your pursuant to its 1995 Stock Incentive Option Plan, under which 7,264,503 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 The Company has reserved 3,040,000 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Common Stock and 263,261 shares of Series F Preferred Stockfor issuance pursuant to its 1994 Restricted Stock Plan. Except as otherwise provided in this Warrant Agreement and as noted above, there There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company's capital stock or other securities of Your securities. the Company. (iii) Except as set forth in Your Eighth Amended the Registration Rights and Restated Stockholders’ Rights Right of First Refusal Agreement dated as October 30, 1998 between the Company and certain shareholders and the Stock Purchase Agreement dated September 2, 1994 between the Company and a certain Institution, no shareholder of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which Company has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your the Company's capital stock.

Appears in 1 contract

Samples: Warrant Agreement (Curis Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued Issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as addition: (i) The authorized capital of the Effective Date: Your authorized capital Company consists of (iA) 105,608,000 shares of Common Stock, of which 12,027,455 40,000,000 shares of Common Stock $.01 par value per share (the "Common Stock"), 2,502,835 shares which are Issued and outstanding (including 1,377,835 shares issued pursuant to the 1994 Restricted Stock Plan of the Company), (B) 5,000,000 shares of undesignated preferred stock none of which are Issued and outstanding, (C) 4,922,299 shares of Series A Convertible Preferred Stock of which 4,853,334 shares of which are issued and outstanding, (iiD) 14,100,000 8,000,000 shares of Series A B Convertible Preferred Stock, 7,447,223 shares of which 13,650,000 shares are issued and outstanding, (iiiE) 12,150,000 shares of Series B Preferred Stock1,000.000 shares, of which 11,803,284 shares are issued and outstandingcollectively, (iv) 9,000,000 shares of Series C Convertible Preferred Stock, Stock and Series D Convertible Preferred Stock all of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (viiG) 19,908,000 10,000,000 shares of Series F E Convertible Preferred Stock, Stock all of which 18,061,055 are issued and outstanding. (ii) The Company has issued warrants to purchase 68,965 shares of its Series A Convertible Preferred Stock at an average exercise price of $0.87 per share and 142,222 shares of its Series B Convertible Preferred Stock at an average exercise price of $1.125 per share. The Company has reserved 4,000,000 shares of Common Stock for issuance pursuant to its 1995 Stock Option Plan. The Company has reserved 3,040,00 shares of Common Stock for issuance pursuant to its 1994 Restricted Stock Plan of which 1,377,835 shares are issued and outstanding. You have The Company has reserved 14,493,334 19,000 shares of Common Stock at $2.50 per share for issuance under Your Stock Incentive Plan, under which 7,264,503 options have been granted and are currently outstandingwarrant agreements. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company's capital stock or other securities of Your securities. the Company. (iii) Except as set forth in Your Eighth Amended the Registration Rights and Restated Stockholders’ Rights Right of First Refusal Agreement dated as March 12, 1997 between the Company and certain shareholders and the Stock Purchase Agreement dated September 2, 1994 between the Company and a certain Institution, no shareholder of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which Company has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your the Company's capital stock.

Appears in 1 contract

Samples: Warrant Agreement (Curis Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal federal and applicable state securities laws. In addition as addition: (i) The authorized capital of the Effective Date: Your authorized capital Company consists of (iA) 105,608,000 34,000,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 8,528,811 shares are issued and outstanding, and (viiB) 19,908,000 17,098,000 shares of Series F Preferred Stock, of which 18,061,055 (1) 7,098,000 have been designated Series A Preferred Stock, 7,098,000 shares of which are issued and outstanding, (2) 6,000,000 have been designated Series B Preferred Stock, 5,999,994 of which are issued and outstanding, and (3) 4,000,000 have been designated Series C Preferred Stock, 3,808,152 of which are issued and outstanding. You have All shares of Preferred Stock are currently convertible into Common Stock on a share-for-share basis. (ii) The Company has reserved 14,493,334 3,269,604 shares of Common Stock for issuance under Your its 1995 Stock Incentive Plan, under which 7,264,503 options (A) 1,307,004 shares have been granted issued as Restricted Common Stock, (B) options to purchase 1,456,036 shares of Common Stock have been issued and are currently outstanding. You have warrants outstanding , (C) options to purchase up to 424,342 100,062 shares of Series A Preferred Common Stock have been issued and exercised and (D) 1,605,983 shares are remaining for issuance. (iii) The Company has reserved 2,181,228 shares of Common Stock for issuance under its 1996 Stock Plan, under which (A) 7,245 shares have been issued as Restricted Common Stock, 183,748 (B) options to purchase 568,000 shares of Series D Preferred StockCommon Stock have been issued and are outstanding, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are (C) no other options, warrants, conversion privileges or other rights presently outstanding options to purchase or otherwise acquire shares have been exercised and (D) 1,605,983 shares are remaining for issuance. (iv) The Company's Articles of Incorporation contain no provision providing any authorized but unissued shares shareholder of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have Company with preemptive rights to purchase new issuances of Your the Company's capital stock. There are no contractual rights of first refusal to purchase this Warrant or the Series C Preferred Stock issuable upon exercise thereof, except such as have been amended or waived.

Appears in 1 contract

Samples: Warrant Agreement (Unwired Planet Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Applicable Preferred Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Applicable Preferred Stock were issued in full compliance with all Federal and state securities laws. In addition addition, as of the Effective Date: Your authorized capital consists of (iA) 105,608,000 89,955,560 shares of Class A Common Stock, of which 12,027,455 3,022,980 shares of Common Stock are issued and outstanding, (iiB) 14,100,000 44,440 shares of Class B Common Stock, of which all shares are issued and outstanding, (C) 18,000,000 shares of Series A Preferred Stock, of which 13,650,000 17,776,000 shares are issued and outstanding, (iiiD) 12,150,000 285,714 shares of Series X Preferred Stock, none of which are issued and outstanding, (E) 31,874,999 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 30,803,570 shares are issued and outstanding, and (viiF) 19,908,000 26,250,003 shares of Series F B-1 Preferred Stock, none of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 6,300,000 shares of Common Stock (such amount to be automatically increased to 8,800,000 shares upon the Milestone Closing (as defined in Your Series B Purchase Agreement) for issuance under Your Stock Incentive Plan, under which 7,264,503 1,790,000 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, and except for (a) Warrants to Purchase Stock issued to Silicon Valley Bank to purchase an aggregate of 70,048 shares of Series A Preferred Stock, (b) the Warrant to Purchase Preferred Stock issued to Kwacker Limited to purchase an aggregate of 55,000 shares of Series B Preferred Stock and (c) the Plain English Warrant dated as of even date issued to Us to purchase up to 28,839 shares of Series B Preferred Stock (subject to adjustment on the terms and conditions provided for therein), there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Investor Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders shareholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 1 contract

Samples: Warrant Agreement (OncoMed Pharmaceuticals Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition The authorized capitalization of the Company as of the Effective Date: Your authorized capital consists of June 21, 1999 is as follows: (i) 105,608,000 Preferred Stock. 108,807,648 shares of Common Stock, Preferred Stock of which 12,027,455 shares of Common Stock (i) 2,492,900 are issued and outstanding, (ii) 14,100,000 shares of designated as Series A Preferred Stock, all of which 13,650,000 shares are issued and outstandingoutstanding as of the Closing Date, (ii) 2,492,900 are designated as Series A-1 Preferred Stock, none of which are issued and outstanding as of the Closing Date, (iii) 12,150,000 shares of 12,170,924 are designated as Series B Preferred Stock, 11,951,764 of which 11,803,284 shares are issued and outstandingoutstanding as of the Closing Date, (iv) 9,000,000 shares 12,170,924 are designated as Series B-1 Preferred Stock, none of which are issued and outstanding as of the Closing Date, (v) 17,740,000 are designated as Series C Preferred Stock, 17,740,000 of which 8,968,604 shares are issued and outstandingoutstanding as of the Closing Date, (vvi) 10,700,000 shares 17,740,000 are designated as Series C-1 Preferred Stock, none of which are issued and outstanding as of the Closing Date, (vii) 11,000,000 are designated as Series D Preferred Stock, 7,820,643 of which 9,481,998 shares are issued and outstandingoutstanding prior to the Closing Date, (viviii) 16,500,000 shares 11,000,000 are designated as Series D-1 Preferred Stock, none of which are issued and outstanding as of the Closing Date, (ix) 11,000,000 are designated as Series E Preferred Stock, none of which 11,342,180 shares are issued and outstanding, outstanding prior to the Closing Date and (viiix) 19,908,000 shares of 11,000,000 are designated as Series F E-1 Preferred Stock, none of which 18,061,055 shares are issued and outstandingoutstanding as of the Closing Date. You All such issued and outstanding shares have been duly authorized and validly issued, and, to our knowledge, are fully paid and nonassessable and were issued in compliance with applicable federal and state securities laws. The Company has reserved 14,493,334 an aggregate of 108,807,648 shares of Common Stock for issuance under Your upon conversion of the Preferred Stock. (ii) Common Stock. 125,000,000 shares of Common Stock Incentive Plan(the "Common Stock"), under 7,375,668 of which 7,264,503 options have been granted duly authorized and validly issued, and to our knowledge, are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock fully paid and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stocknonassessable.

Appears in 1 contract

Samples: Subordinated Loan and Security Agreement (Iown Holdings Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your authorized capital consists of (iA) 105,608,000 105,700,000 shares of Common Stock, of which 12,027,455 12,649,640 shares of Common Stock are issued and outstanding, (iiB) 14,100,000 31,250,000 shares of Series A Preferred Stock, of which 13,650,000 31,249,991 shares are issued and outstanding, (iiiC) 12,150,000 19,288,150 shares of Series B Preferred Stock, of which 11,803,284 19,198,194 shares are issued and outstanding, outstanding and (ivD) 9,000,000 24,700,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 23,450,790 shares are issued and outstanding. As of December 31, 2018, You have reserved 14,493,334 19,968,000 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 16,440,521 options have been granted and are currently were outstanding. In addition You have warrants outstanding to purchase up to 424,342 reserved 754,573 shares of Common Stock for a warrant agreement, 89,956 shares of Series A B Preferred Stock, 183,748 Stock for a warrant agreement and 248,385 shares of Series D Preferred Stock, 4,468,854 shares of Series E C Preferred Stock and 263,261 shares of Series F Preferred Stockfor a warrant agreement. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated StockholdersInvestors’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 1 contract

Samples: Warrant Agreement (Personalis, Inc.)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Applicable Preferred Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Applicable Preferred Stock were issued in full compliance with all Federal and state securities laws. In addition addition, as of the Effective Date: Your authorized capital consists of (iA) 105,608,000 142,675,102 shares of Class A Common Stock, of which 12,027,455 5,142,713 shares of Common Stock are issued and outstanding, (iiB) 14,100,000 44,440 shares of Class B Common Stock, of which all shares are issued and outstanding, (C) 18,000,000 shares of Series A Preferred Stock, of which 13,650,000 17,776,000 shares are issued and outstanding, (iiiD) 12,150,000 285,714 shares of Series X Preferred Stock, none of which are issued and outstanding, (E) 31,874,999 shares of Series B Preferred Stock, of which 11,803,284 30,803,570 shares are issued and outstanding, (ivF) 9,000,000 61,605,525 shares of Series C B-1 Preferred Stock, of which 8,968,604 shares 25,367,648 are issued and outstanding, (vG) 10,700,000 8,215,962 shares of Series D B-2 Preferred Stock, Stock of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 shares 6,647,058 are issued and outstanding. You have reserved 14,493,334 11,300,000 shares of Common Stock for issuance under Your Stock Incentive PlanStock, under which 7,264,503 (i) 3,342,733 shares of Class A Common Stock have been issued pursuant to restricted stock purchase agreements and/or the exercise of outstanding options and (ii) options to purchase 5,241,964 shares of Class A Common Stock have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 , and (iii) 2,715,303 shares of Series Class A Preferred StockCommon Stock remain available for future issuance to officers, 183,748 shares directors and employees of Series D Preferred Stockthe Company pursuant to the Company’s Stock Incentive Plan, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stockas amended. Except as otherwise provided in this Warrant Agreement and as noted above, and except for (a) Warrants to Purchase Stock issued to Silicon Valley Bank to purchase an aggregate of 70,048 shares of Series A Preferred Stock, (b) the Warrant to Purchase Preferred Stock issued to Kwacker Limited to purchase an aggregate of 55,000 shares of Series B Preferred Stock and (c) the Plain English Warrants issued to Us (subject to adjustment on the terms and conditions provided for therein), there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Investor Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders shareholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 1 contract

Samples: Warrant Agreement (OncoMed Pharmaceuticals Inc)

Issued Securities. All of Your issued and outstanding shares of Common ----------------- Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as addition: (i) The authorized capital of the Effective Date: Your authorized capital Company consists of (iA) 105,608,000 Ten Million (10,000,000) shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, One Million Nine Hundred Thirty-Five Thousand (ii1,935,000) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (viiB) 19,908,000 Five Million (5,000,000) shares of Series F Preferred Stockpreferred stock, One Million Seven Hundred Five Thousand (1,705,000) shares of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of designated Series A Preferred Stock, 183,748 One Million Seven Hundred Five Thousand (1,705,000) of which are outstanding, and Two Million Seven Hundred Thousand (2,700,000) shares of which have been designated Series D B Preferred Stock, 4,468,854 shares Two Million Five Hundred Thousand (2,500,000) of which are outstanding. (ii) Except for (A) the conversion privileges of the Series E A Preferred Stock and 263,261 shares of Series F B Preferred Stock. Except as otherwise Stock and (B) the rights provided in this Warrant Agreement Section 2.4 of that certain Restated Investors' Rights Agreement, dated as of April 23, 1997, by and as noted aboveamong the Company, the investors listed on Schedule A thereto and the management holders listed on Schedule B thereto (the "Restated Investors' Rights Agreement"), there are no other not outstanding any options, warrants, rights (including conversion privileges or other rights presently outstanding to preemptive rights) or agreements of any kind for the purchase or otherwise acquire acquisition from the Company of any authorized but unissued shares of Your its capital stock or, except for the outstanding Preferred Stock of the Company, any securities convertible into or other ultimately exchangeable or exercisable for any shares of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your its capital stock. The Company has reserved One Million Eighty-Three Thousand (1,083,500) shares of its Common Stock for purchase upon exercise of options to be granted under the Company's 1997 Stock Plan.

Appears in 1 contract

Samples: Master Lease Agreement (Placeware Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as addition: (i) The authorized capital stock of the Effective Date: Your authorized capital Company consists of (iA) 105,608,000 40,000,000 shares of common stock, $.01 par value per share (the "Common Stock"), 2,502,835 shares of which 12,027,455 are issued and outstanding (including 1,377,835 shares issued pursuant to the 1994 Restricted Stock Plan of the Company), (B) 5,000,000 shares of Common Stock undesignated preferred stock, none of which are issued or outstanding, (C) 4,922,299 shares of Series A Convertible Preferred Stock, 4,853,334 shares of which are issued and outstanding, (iiD) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 8,000,000 shares of Series B Convertible Preferred Stock, 7,447,223 shares of which 11,803,284 shares are issued and or outstanding, (ivE) 9,000,000 shares 1,000,000 shares, collectively, of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, all of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (viiG) 19,908,000 10,000,000 shares of Series F E Convertible Preferred Stock, all of which 18,061,055 shares are issued or outstanding. (ii) The Company has issued warrants to purchase 68,965 shares of its Series A Convertible Preferred Stock at an average exercise price of $0.87 per share and outstanding142,222 shares of its Series B Convertible Preferred Stock at an average exercise price of $1.125 per share. You have The Company has reserved 14,493,334 4,000,000 shares of Common Stock for issuance under Your pursuant to its 1995 Stock Incentive Option Plan, under which 7,264,503 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 The Company has reserved 3,040,000 shares of Series A Preferred Stock, 183,748 Common Stock for issuance pursuant to its 1994 Restricted Stock Plan of which 1,377,835 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock are issued and 263,261 shares of Series F Preferred Stock. outstanding. (iii) Except as otherwise provided stated in this Warrant Agreement the Company's Charter and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth the Company's Amended and Restated Stockholders’ Registration Rights Agreement dated as and Right of October 29First Refusal Agreement, 2010 (no shareholder of the “Stockholders’ Agreement”), a true, correct and complete copy of which Company has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your the Company's capital stock.

Appears in 1 contract

Samples: Warrant Agreement (Curis Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your authorized capital consists of addition: (i) 105,608,000 The authorized capital of the Company consists of : (a) 50,418,334 shares of Common StockPreferred stock, no par value, of which 12,027,455 1,000,000 shares have been designated Series A Preferred Stock, all of Common Stock which are issued and outstanding, (ii) 14,100,000 2,226,667 shares of have been designated Series A B Preferred Stock, all of which 13,650,000 are issued and outstanding, 21,000,000 shares have been designated Series C Preferred Stock 17,158,486 of which are issued and outstanding, 1,500,000 shares have been designated Series Z Preferred Stock, 200,000 of which are issued and outstanding, 465,000 shares have been designated Series J Preferred Stock, none of which are issued and outstanding, 1,000,000 shares have been designated Series A-1 Preferred Stock, none of which are issued and outstanding, 2,226,667 shares have been designated Series B- I Preferred Stock, none of which are issued and outstanding, 21,000,000 shares have been designated Series C-1 Preferred Stock, none of which are issued and outstanding; and (b) 60,000,000 shares of common stock, no par value, of which 2,646,660 shares are issued and outstanding. (ii) Except for (A) the conversion privileges of the preferred stock, (iiiB) 12,150,000 the rights provided in paragraph 2.3 of the Investors' Rights Agreement, (C) currently outstanding options to purchase 3,089,920 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 options have been common stock granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges employees or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior consultants pursuant to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.Company's 1995

Appears in 1 contract

Samples: Warrant Agreement (Combichem Inc)

Issued Securities. All of Your issued and outstanding shares of Common ----------------- Stock, Warrant Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as addition: (i) The authorized capital of the Effective Date: Your authorized capital Company consists of (iA) 105,608,000 12,000,000 shares of Common Stockstock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 709,990 shares are issued and outstanding, and (viiB) 19,908,000 8,617,780 shares of Series F Preferred Stock, 1.062.000 shares of which 18,061,055 shares have been designated Series A Preferred stock, all of which are issued and outstanding, and 2,620,000 shares of which have been designated Series B Preferred Stock, 2.600,000 shares of which are issued and outstanding, and 2,935,780 shares of which have been designated Series C Preferred Stock, all of which are issued and outstanding on the date of this Warrant Agreement. You have The Company has issued a warrant to purchase up to 20,000 shares or Series B Preferred Stock (the "Series B Warrant") and has reserved 14,493,334 20,000 shares of Series B Preferred stock for issuance upon exercise of such Series B Warrant. All outstanding shares of preferred stock are currently convertible into Common Stock of the Company at a rate of 1:1. (ii) The Company has reserved 1,892,532 shares of Common Stock for issuance under Your to officers, directors, employees and consultants of the Company pursuant to its 1997 Stock Incentive Plan, as amended, duly adopted by the Board of Directors and approved by the Company's shareholders (the "Stock Plan"). As of the date of this Warrant Agreement under which 7,264,503 the Stock Plan, there are options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 1.186.300 shares of Series A Preferred Common Stock, 183,748 45,990 shares of Series D Preferred StockCommon Stock issued and outstanding as a result of Stock Options or Stock Purchase Rights previously granted (which shares are included In the total number of issued and outstanding shares listed in Section 9.(d)(i) above), 4,468,854 and 660,242 shares of Series E Preferred Common Stock and 263,261 shares of Series F Preferred Stock. Except remaining available for future grant Other than as otherwise provided in this Warrant Agreement and as noted specified above, there are no other options, warrants, conversion privileges or other rights (except that there are certain rights of first refusal arising under the Second Amended and Restated Rights Agreement dated as of June 29, 1998 by and among the Company and the individuals and entities listed on Exhibit A thereto (the "Rights Agreement")) presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company's capital stock or other securities of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as the Company. (iii) No shareholder of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which Company has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights arising under the Company's Articles of Incorporation to purchase new issuances of Your the Company's capital stock.

Appears in 1 contract

Samples: Warrant Agreement (Wavesplitter Technologies Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. , All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your As of the date of this Warrant Agreement, your authorized capital consists of (iA) 105,608,000 18,200,000 shares of Common Stock, of which 12,027,455 5,722,185 shares are issued and outstanding, and (B) 9,907,839 shares of Common Stock preferred stock. Of the authorized shares of preferred stock, (i) 1,400,000 shares are designated Series A Preferred Stock, of which 792,913 shares are issued and outstanding, (ii) 14,100,000 1,570,873 shares of are designated Series A A-1 Preferred Stock, all of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 1,250,000 shares of are designated Series B Preferred Stock, of which 11,803,284 1,128,431 shares are issued and outstanding, (iv) 9,000,000 1,243,447 shares of are designated Series C Preferred Stock, of which 8,968,604 1,217,230 shares are issued and outstanding, (v) 10,700,000 3,431,522 shares of are designated Series D Preferred Stock, of which 9,481,998 3,407,012 shares are issued and outstanding, (vi) 16,500,000 808,598 shares of are designated Series E D-1 Preferred Stock, all of which 11,342,180 shares are issued and outstanding, outstanding and (vii) 19,908,000 203,399 shares of are designated Series F 1 Preferred Stock, all of which 18,061,055 shares are issued and outstanding. You As of the date of this Warrant Agreement, you have reserved 14,493,334 (a) 9,907,839 shares of Common Stock issuable upon conversion of the preferred stock, (b) 2,373,188 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 (i) 1,237,344 options are outstanding, (ii) 631,450 options remain available for grant and (iii) 504,394 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 exercised, (b) 16,854 shares of Series A C Preferred Stock, 183,748 Stock for issuance upon exercise of outstanding warrants to purchase Series C Preferred Stock and (c) 24,510 shares of Series D Preferred Stock, 4,468,854 shares Stock for issuance upon exercise of outstanding warrants to purchase Series E Preferred Stock and 263,261 shares of Series F D Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Investor’s Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 1 contract

Samples: Warrant Agreement (Etsy Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your authorized capital consists of addition: (i) 105,608,000 The authorized capital of the Company consists of 22,695,536 shares of Common Stock, of which 12,027,455 1,474,694 shares of Common Stock are issued and outstandingoutstanding as of October 29, (ii) 14,100,000 1997, and 7,302,464 shares of Preferred Stock, of which (A) 2,773,000 shares have been designated as Series A Preferred Stock, of which 13,650,000 which, 2,723,000 shares are issued and outstandingoutstanding as of October 29, 1997, (iiiB) 12,150,000 1,999,464 shares of have been designated as Series B Preferred Stock, of which 11,803,284 1,852,063 shares are issued and outstandingoutstanding as of October 29, 1997, and (ivC) 9,000,000 2,530,000 shares of have been designated as Series C Preferred Stock, of which 8,968,604 shares 2,310,533 are issued and outstandingoutstanding as of October 29, (v) 10,700,000 1997. The shares of Series D the Company's Preferred StockStock outstanding as of October 29, of which 9,481,998 shares 1997 are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 convertible into shares of Common Stock on a one-for-one basis. (ii) As of October 29, 1997, the Company has reserved for issuance to employees, directors, officers and consultants of the Company 1,194,300 shares of Common Stock pursuant to outstanding stock options under Your its 1996 Equity Incentive Plan (the "1996 Plan") and 660,642 shares of Common Stock Incentive pursuant to future stock awards to be approved by the Company's Board of Directors under the 1996 Plan. As of October 29, under which 7,264,503 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 1997, the Company has also reserved for issuance 50,000 shares of Series A Preferred Stock, 183,748 Stock pursuant to outstanding warrants and 147,401 shares of Series D B Preferred Stock pursuant to outstanding warrants. As of October 29, 1997, and except with respect to (A) the conversion privileges of the Company's Preferred Stock, 4,468,854 (B) obligations to issue an aggregate 8,125 shares of Common Stock to certain consultants for services rendered, and (C) obligations to issue certain warrants to purchase Series E C Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted aboveto Comdisco, Inc., there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company's capital stock or other securities of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as the Company. (iii) In accordance with the Company's Articles of October 29Incorporation, 2010 (no shareholder of the “Stockholders’ Agreement”), a true, correct and complete copy of which Company has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your the Company's capital stock.

Appears in 1 contract

Samples: Warrant Agreement (Copper Mountain Networks Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and Warrant Stock any other securities were issued in full compliance with all Federal and state securities laws. In addition as addition: (i) the authorized capital of the Effective Date: Your authorized capital Company consists of (iA) 105,608,000 20,000,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock") of which 12,027,455 shares of Common Stock are issued and outstandingwhich, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 6,428,880 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are currently issued and outstanding, and (viiB) 19,908,000 15,000,000 shares of Series F Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), 3,571,600 shares of which 18,061,055 have been designated Series A Convertible Preferred Stock (the "Series A Preferred"), all of which are currently issued and outstanding and 7,346,108 shares of which have been designated Series 6 Convertible Preferred Stock (the "Series B Preferred"), all of which are currently issued and outstanding. You have The Series A Preferred and the Series B Preferred are convertible, at the option of the holders thereof, into Common Stock at a current conversion ratio of 1:1. (ii) The Company has reserved 14,493,334 2,929,434 shares of Common Stock for issuance under Your its 1998 Stock Incentive Option Plan. In addition, under which 7,264,503 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 the Company has reserved 25,000 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Common Stock and 263,261 shares of Series F Preferred Stockfor issuance under an option agreement with Xxxxx Xxxxxx. Except Other than as otherwise provided described in this Warrant Agreement and as noted abovesubsection (d), there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your the Company's capital stock or other securities of Your securities. Except as set forth in Your Eighth Amended and Restated the Company (iii) In accordance with the terms of the Stockholders' Rights Agreement dated as of October 29June 22, 2010 (1998 between the “Stockholders’ Agreement”)Company' and the stockholders of the Company named therein, a truethe holders of the Series B Preferred shall, correct and complete copy of which has been delivered subject to Us prior to the issuance of this Warrantcertain limited exceptions, Your stockholders do not have preemptive rights to purchase their pro rata share of any new issuances of Your the Company's capital stock.

Appears in 1 contract

Samples: Warrant Agreement (Support Com Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Applicable Preferred Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Applicable Preferred Stock were issued in full compliance with all Federal and state securities laws. In addition addition, as of the Effective Date: Your authorized capital consists of (iA) 105,608,000 89,955,560 shares of Class A Common Stock, of which 12,027,455 3,022,980 shares of Common Stock are issued and outstanding, (iiB) 14,100,000 44,440 shares of Class B Common Stock, of which all shares are issued and outstanding, (C) 18,000,000 shares of Series A Preferred Stock, of which 13,650,000 17,776,000 shares are issued and outstanding, (iiiD) 12,150,000 285,714 shares of Series X Preferred Stock, none of which are issued and outstanding, (E) 31,874,999 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 30,803,570 shares are issued and outstanding, and (viiF) 19,908,000 26,250,003 shares of Series F B-1 Preferred Stock, none of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 6,300,000 shares of Common Stock (such amount to be automatically increased to 8,800,000 shares upon the Milestone Closing (as defined in Your Series B Purchase Agreement)) for issuance under Your Stock Incentive Plan, under which 7,264,503 1,790,000 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, and except for (a) Warrants to Purchase Stock issued to Silicon Valley Bank to purchase an aggregate of 70,048 shares of Series A Preferred Stock, (b) the Warrant to Purchase Preferred Stock issued to Kwacker Limited to purchase an aggregate of 55,000 shares of Series B Preferred Stock and (c) the Plain English Warrant dated as of even date issued to Us to purchase up to 43,392 shares of Series B Preferred Stock (subject to adjustment on the terms and conditions provided for therein), there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Investor Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders shareholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 1 contract

Samples: Warrant Agreement (OncoMed Pharmaceuticals Inc)

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