Issued Securities. The Company represents and warrants to the Holder that all issued and outstanding shares of common stock or any other securities of the Company have been duly authorized and that all outstanding shares of common stock of the Company have been validly issued and are fully paid and nonassessable. All outstanding shares of common stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Warrant: (i) The authorized capital of the Company consists of (A) 200,000,000 shares of common stock, of which 30,482,712 shares are issued and outstanding, and (B) 10,000,000 shares of preferred stock, of which no shares are issued and outstanding. (ii) The Company has reserved 4,538,219 shares of its common stock for issuance under its stock incentive plans, under which (i) 3,980,014 shares are issuable upon the exercise of stock options outstanding on the date hereof and (ii) up to 272,195 shares are issuable under awards of restricted stock units outstanding on the date hereof. The Company has also reserved 134,401 shares of its common stock for issuance pursuant to the Company’s employee stock purchase plan. Except as stated above and except for the warrant issued to the Holder pursuant to this Warrant and the other warrants issued on the date hereof in connection with the Term Loan 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 the Company’s capital stock or other securities of the Company.
Appears in 4 contracts
Samples: Warrant Agreement (T2 Biosystems, Inc.), Warrant Agreement (T2 Biosystems, Inc.), Warrant Agreement (T2 Biosystems, Inc.)
Issued Securities. The Company represents and warrants to the Holder that all All issued and outstanding shares of common stock Common Stock, Series C Preferred Stock or any other securities of the Company have been duly authorized and that all outstanding shares of common stock of the Company have been validly issued and are fully paid and nonassessable. All outstanding shares of common stock Common Stock, Series C Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this WarrantAgreement:
(i) The As of the date of this Agreement, the authorized capital of the Company consists of (A) 200,000,000 17,000,000 shares of common stockCommon Stock, of which 30,482,712 6,405,987 shares are issued and outstanding, and (B) 10,000,000 3,450,000 shares of preferred stockSeries A Preferred Stock, of which no all 3,450,000 shares are issued and outstandingoutstanding and are currently convertible into 3,450,000 shares of Common Stock, (C) 2,547,251 shares of Series B Preferred Stock, of which all 2,547,251 shares are issued and outstanding and are currently convertible into 2,547,251 shares of Common Stock, and (D) 1,943,651 shares of Series C Preferred Stock, of which all 1,833,633 shares are issued and outstanding and are currently convertible into 1,833,633 shares of Common Stock.
(ii) The As of the date of this Agreement, the Company has reserved 4,538,219 1,374,013 shares of its common stock Common Stock for issuance under its stock incentive plans2003 Stock Option Plan (the “Stock Plan”) duly adopted by the Board of Directors and approved by the Company stockholders, under of which (i) 3,980,014 no shares are issuable upon the exercise of have been issued pursuant to restricted stock options outstanding on the date hereof and purchase agreements, (ii) up options to 272,195 purchase 1,313,069 shares have been granted and are issuable under awards of restricted stock units outstanding on the date hereof. The Company has also reserved 134,401 currently outstanding, and (iii) 60,944 shares of its common stock Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Company’s employee stock purchase planStock Plan. Except as stated above and except for the warrant issued to the Holder pursuant to this Warrant and the other warrants issued on the date hereof in connection with the Term Loan Agreement, 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 the Company’s capital stock or other securities of the Company.. The Company has no outstanding loans to any employee, officer or director of the Company, and the Company
Appears in 2 contracts
Samples: Warrant Agreement (Everyday Health, Inc.), Warrant Agreement (Everyday Health, Inc.)
Issued Securities. The Company represents and warrants to the Holder that all issued and outstanding shares of common stock or any other securities of the Company have been duly authorized and that all outstanding shares of common stock of the Company have been validly issued and are fully paid and nonassessable. All outstanding shares of common stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Warrant:
(i) The authorized capital of the Company consists of (A) 200,000,000 shares of common stock, of which 30,482,712 shares are issued and outstanding, and (B) 10,000,000 shares of preferred stock, of which no shares are issued and outstanding. [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
(ii) The Company has reserved 4,538,219 shares of its common stock for issuance under its stock incentive plans, under which (i) 3,980,014 shares are issuable upon the exercise of stock options outstanding on the date hereof and (ii) up to 272,195 shares are issuable under awards of restricted stock units outstanding on the date hereof. The Company has also reserved 134,401 shares of its common stock for issuance pursuant to the Company’s employee stock purchase plan. Except as stated above and except for the warrant issued to the Holder pursuant to this Warrant and the other warrants issued on the date hereof in connection with the Term Loan 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 the Company’s capital stock or other securities of the Company.
Appears in 2 contracts
Samples: Term Loan Agreement (T2 Biosystems, Inc.), Term Loan Agreement (T2 Biosystems, Inc.)
Issued Securities. The Company represents and warrants to the Holder that all All issued and outstanding shares of common stock or any other securities of the Company Common Stock have been duly authorized and that all outstanding shares of common stock of the Company have been validly issued and are fully paid and nonassessable. All outstanding shares of common stock Common Stock and any other outstanding securities were issued in full compliance with all federal and state securities laws. In addition, as of May 25, 2010 in the case of each of clause (i) and clause (ii) below and as of the date immediately preceding the date Effective Date in the case of this Warrantclause (iii) below:
(i) The authorized capital stock of the Company consists of (A) 200,000,000 100,000,000 shares of common stockCommon Stock, of which 30,482,712 30,875,528 shares are issued and outstanding, and (B) 10,000,000 5,000,000 shares of preferred stockPreferred Stock, $0.001 par value per share, none of which no shares are issued and or outstanding.
(ii) The Company has reserved 4,538,219 6,402,500 shares of its common stock Common Stock for issuance under its stock incentive plansplan(s), under which (i) 3,980,014 shares are issuable upon the exercise of stock options outstanding on the date hereof and (ii) up to 272,195 shares are issuable under awards of restricted stock units outstanding on the date hereof. The Company has also reserved 134,401 purchase 3,373,016 shares of its common stock for issuance pursuant Common Stock are outstanding. Other than the options referred to in the Company’s employee stock prior sentence and warrants to purchase plan. Except as stated above and except for the warrant issued to the Holder pursuant to this Warrant and the other warrants issued on the date hereof in connection with the Term Loan Agreement182,200 shares of Common Stock, 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 Company’s capital stock or other securities of the Company.
(iii) Pursuant to the Company’s Charter, no stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock that have not been properly waived in connection with the issuance of the Warrant or the Common Stock to be issued upon the exercise of the Warrant.
Appears in 2 contracts
Samples: Warrant Agreement (Aveo Pharmaceuticals Inc), Warrant Agreement (Aveo Pharmaceuticals Inc)
Issued Securities. The Company represents and warrants to the Holder that all All issued and outstanding shares of common stock Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and that all outstanding shares of common stock of the Company have been validly issued and are fully paid and nonassessablenon-assessable. All outstanding shares of common stock Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this WarrantAgreement:
(i) The authorized capital of the Company consists of (A) 200,000,000 45,000,000 shares of common stockCommon Stock, of which 30,482,712 8,359,211 shares are issued and outstanding, and (B) 10,000,000 32,442,457 shares of preferred stockPreferred Stock, of which no 28,630,051 shares are issued and outstandingoutstanding and are convertible into 28,630,051 shares of Common Stock.
(ii) The Company has reserved 4,538,219 8,637,178 shares of its common stock Common Stock for issuance under its stock incentive plansStock Option Plan(s), under which (i) 3,980,014 shares 3,358,547 options are issuable upon the exercise of stock options outstanding on the date hereof and (ii) up to 272,195 shares are issuable under awards of restricted stock units outstanding on the date hereofoutstanding. The Company has also reserved 134,401 2,911,472 shares of its common stock Common Stock and the applicable shares of Preferred Stock for the issuance pursuant of warrants to purchase Preferred Stock, and one holder of Series C Preferred Stock has the Company’s employee stock purchase planright to acquire an additional 900,927 shares of Series C Preferred Stock upon the Company achieving certain milestones. Except as stated above and except for the warrant issued to the Holder pursuant to this Warrant and the other warrants issued on the date hereof in connection with the Term Loan Agreementset forth 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 Company’s capital stock or other securities of the 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) No shareholder of the Company has preemptive rights to purchase the Company’s capital stock in connection with the issuance of this Warrant.
Appears in 2 contracts
Samples: Warrant Agreement (Quanterix Corp), Warrant Agreement (Quanterix Corp)
Issued Securities. The Company represents and warrants to the Holder that all issued and outstanding shares of common stock or any other securities of the Company have been duly authorized and that all outstanding shares of common stock of the Company have been validly issued and are fully paid and nonassessable. All outstanding shares of common stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Warrant:March 8, 2019: 200321000 v3
(i) The authorized capital of the Company consists of (A) 200,000,000 shares of common stock, of which 30,482,712 44,320,048 shares are issued and outstanding, and (B) 10,000,000 shares of preferred stock, of which no shares are issued and outstanding.
(ii) The Company has reserved 4,538,219 4,462,779 shares of its common stock for issuance under its stock incentive plans, under which (i) 3,980,014 4,243,732 shares are issuable upon the exercise of stock options outstanding on the date hereof and (ii) up to 272,195 1,131,218 shares are issuable under awards of restricted stock units outstanding on the date hereof. The Company has also reserved 134,401 809,323 shares of its common stock for issuance pursuant to the Company’s employee stock purchase plan. Except as stated above and except for the warrant issued to the Holder pursuant to this Warrant and the other warrants issued on the date hereof in connection with the Term Loan 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 the Company’s capital stock or other securities of the Company.
Appears in 1 contract
Issued Securities. The Company represents and warrants to the Holder that all All issued and outstanding shares of common stock or any other securities of the Company Common Stock have been duly authorized and that all outstanding shares of common stock of the Company have been validly issued and are fully paid and nonassessable. All outstanding shares of common stock Common Stock and any other outstanding securities were issued in full compliance with all federal and state securities laws. In addition, as of the date hereof in the case of each of clause (i) and clause (ii) below and as of the date immediately preceding the date Effective Date in the case of this Warrantclause (iii) below:
(i) The authorized capital stock of the Company consists of (A) 200,000,000 100,000,000 shares of common stockCommon Stock, of which 30,482,712 58,181,715 shares are issued and outstanding, and (B) 10,000,000 5,000,000 shares of preferred stockPreferred Stock, $0.001 par value per share, none of which no shares are issued and or outstanding.
(ii) The Company has reserved 4,538,219 8,500,000 shares of its common stock Common Stock for issuance under its stock incentive plansplan(s), under which (i) 3,980,014 shares are issuable upon the exercise of stock options outstanding on the date hereof and (ii) up to 272,195 shares are issuable under awards of restricted stock units outstanding on the date hereof. The Company has also reserved 134,401 purchase 5,543,551 shares of its common stock for issuance pursuant Common Stock are outstanding. Other than the options referred to in the Company’s employee stock purchase plan. Except as stated above and except for the warrant issued to the Holder pursuant to this Warrant and the other warrants issued on the date hereof in connection with the Term Loan Agreementprior sentence, 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 Company’s capital stock or other securities of the Company.
(iii) Pursuant to the Company’s Charter, no stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock that have not been properly waived in connection with the issuance of the Warrant or the Common Stock to be issued upon the exercise of the Warrant.
Appears in 1 contract
Issued Securities. The Company represents and warrants to the Holder that all All issued and outstanding shares of common stock Common Stock, ----------------- Preferred Stock or any other securities of the Company have been duly authorized and that all outstanding shares of common stock of the Company have been validly issued and are fully paid and nonassessable. All outstanding shares of common stock Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal Federal and state securities laws. In addition, as of the date immediately preceding the date of this Warrant:
(i) The authorized capital of the Company consists of (A) 200,000,000 5,038,100 shares of common stockCommon Stock, of which 30,482,712 405,000 shares are issued and outstanding, and (B) 10,000,000 3,928,100 shares of preferred stock, of which no 3,610,000 shares are issued and outstandingoutstanding and are convertible into 3,610,000 shares of Common Stock at $1.00 per share.
(ii) The Company has reserved 4,538,219 810,000 shares of its common stock Common Stock for issuance under its stock incentive plansEquity Compensation Plan, under which (i) 3,980,014 280,950 options are outstanding, and 405,000 shares are issuable upon the exercise of stock options outstanding on the date hereof and (ii) up to 272,195 shares are issuable under awards of restricted stock units outstanding on are outstanding. With the date hereof. The Company has also reserved 134,401 exception of: (A) the Warrant Agreement dated March 7, 1994, issued to Comdisco, Inc. for 179,350 shares of its common stock for issuance the Company's Series A Preferred Stock and (B) a Warrant Agreement to be issued pursuant to a Loan Agreement dated as of December 15, 1994 between the Company and their Venture Capital investors for a maximum of 300,000 shares of the Company’s employee stock purchase plan. Except as stated above and except for the warrant issued to the Holder pursuant to this Warrant and the other warrants issued on the date hereof in connection with the Term Loan Agreement, 's Common Stock; 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 Company’s 's capital stock or other securities of the Company.
(iii) Except as set forth in Section 4 of the Company's Stockholders' Agreement dated October 15, 1993, as amended (the 'Stockholders' Agreement"), no shareholder of the Company has preemptive rights to purchase new issuances of the Company's capital stock.
Appears in 1 contract
Samples: Warrant Agreement (3 Dimensional Pharmaceuticals Inc)
Issued Securities. The Company represents and warrants to the Holder that all issued and outstanding shares of common stock or any other securities of the Company have been duly authorized and that all outstanding shares of common stock of the Company have been validly issued and are fully paid and nonassessable. All outstanding shares of common stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this WarrantMarch 8, 2019:
(i) The authorized capital of the Company consists of (A) 200,000,000 shares of common stock, of which 30,482,712 44,320,048 shares are issued and outstanding, and (B) 10,000,000 shares of preferred stock, of which no shares are issued and outstanding.
(ii) The Company has reserved 4,538,219 4,462,779 shares of its common stock for issuance under its stock incentive plans, under which (i) 3,980,014 4,243,732 shares are issuable upon the exercise of stock options outstanding on the date hereof and (ii) up to 272,195 1,131,218 shares are issuable under awards of restricted stock units outstanding on the date hereof. The Company has also reserved 134,401 809,323 shares of its common stock for issuance pursuant to the Company’s employee stock purchase plan. Except as stated above and except for the warrant issued to the Holder pursuant to this Warrant and the other warrants issued on the date hereof in connection with the Term Loan 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 the Company’s capital stock or other securities of the Company.
Appears in 1 contract
Issued Securities. The Company represents and warrants to the Holder that all All issued and outstanding shares of common stock or any other securities of the Company Common Stock have been duly authorized and that all outstanding shares of common stock of the Company have been validly issued and are fully paid and nonassessable. All outstanding shares of common stock Common Stock and any other outstanding securities were issued in full compliance with all federal and state securities laws. In addition, as of the date hereof in the case of each of clause (i) and clause (ii) below and as of the date immediately preceding the date Effective Date in the case of this Warrantclause (iii) below:
(i) The authorized capital stock of the Company consists of (A) 200,000,000 100,000,000 shares of common stockCommon Stock, of which 30,482,712 52,264,026 shares are issued and outstanding, and (B) 10,000,000 5,000,000 shares of preferred stockPreferred Stock, $0.001 par value per share, none of which no shares are issued and or outstanding.
(ii) The Company has reserved 4,538,219 8,500,000 shares of its common stock Common Stock for issuance under its stock incentive plansplan(s), under which (i) 3,980,014 shares are issuable upon the exercise of stock options outstanding on the date hereof and (ii) up to 272,195 shares are issuable under awards of restricted stock units outstanding on the date hereof. The Company has also reserved 134,401 purchase 5,913,276 shares of its common stock for issuance pursuant Common Stock are outstanding. Other than the options referred to in the Company’s employee stock purchase plan. Except as stated above and except for the warrant issued to the Holder pursuant to this Warrant and the other warrants issued on the date hereof in connection with the Term Loan Agreementprior sentence, 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 Company’s capital stock or other securities of the Company.
(iii) Pursuant to the Company’s Charter, no stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock that have not been properly waived in connection with the issuance of the Warrant or the Common Stock to be issued upon the exercise of the Warrant.
Appears in 1 contract
Issued Securities. The Company represents and warrants to the Holder that all issued and outstanding shares of common stock or any other securities of the Company have been duly authorized and that all outstanding shares of common stock of the Company have been validly issued and are fully paid and nonassessable. All outstanding shares of common stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Warrant:March 8, 2019: 200288087 v4
(i) The authorized capital of the Company consists of (A) 200,000,000 shares of common stock, of which 30,482,712 44,320,048 shares are issued and outstanding, and (B) 10,000,000 shares of preferred stock, of which no shares are issued and outstanding.
(ii) The Company has reserved 4,538,219 4,462,779 shares of its common stock for issuance under its stock incentive plans, under which (i) 3,980,014 4,243,732 shares are issuable upon the exercise of stock options outstanding on the date hereof and (ii) up to 272,195 1,131,218 shares are issuable under awards of restricted stock units outstanding on the date hereof. The Company has also reserved 134,401 809,323 shares of its common stock for issuance pursuant to the Company’s employee stock purchase plan. Except as stated above and except for the warrant issued to the Holder pursuant to this Warrant and the other warrants issued on the date hereof in connection with the Term Loan 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 the Company’s capital stock or other securities of the Company.
Appears in 1 contract
Issued Securities. The Company represents and warrants to the Holder that all All issued and outstanding shares of common stock Common Stock or any other securities of the Company have been duly authorized and that all outstanding shares of common stock of the Company have been validly issued and are fully paid and nonassessable. All outstanding shares of common stock Common Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this WarrantAgreement:
(i) The authorized capital of the Company consists of (A) 200,000,000 80,000,000 shares of common stockCommon Stock, of which 30,482,712 24,903,774 shares are issued and outstanding, and (B) 10,000,000 5,000,000 shares of preferred stockPreferred Stock, of which no shares are issued and outstanding.
(ii) The Company has reserved 4,538,219 3,131,579 shares of its common stock Common Stock for issuance under its stock incentive plans2011 Equity Incentive Plan, under which (i) 3,980,014 shares 1,127,298 are issuable upon the exercise of stock options outstanding on the date hereof and (ii) up to 272,195 shares are issuable under awards of restricted stock units outstanding on the date hereofoutstanding. The Company has also reserved 134,401 758,819 shares of its common stock Common Stock for issuance under its 2006 Stock Plan, as amended, under which 702,185 options are outstanding. Except for the warrants issued pursuant to the Company’s employee stock purchase plan. Except as stated above August 2011 Bridge Financing and except for the warrant issued to the Holder Warrantholder pursuant to this that certain Warrant and the other warrants issued on Agreement dated as of the date hereof in connection with the Term Loan Agreementhereof, 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 Company’s capital stock or other securities of the 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 the Charter, no stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock.
Appears in 1 contract
Samples: Warrant Agreement (Cempra, Inc.)
Issued Securities. The Company represents and warrants to the Holder that all All issued and outstanding shares of common stock Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and that all outstanding shares of common stock of the Company have been validly issued and are fully paid and nonassessable. All outstanding shares of common stock Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this WarrantAugust 3, 2011:
(i) The authorized capital of the Company consists of (A) 200,000,000 100,000,000 shares of common stockCommon Stock, of which 30,482,712 29,692,759 shares are issued and outstanding, and (B) 10,000,000 shares of preferred stockPreferred Stock, of which no 0 (zero) shares are issued and outstanding, and 0 (zero) shares are convertible into Common Stock.
(ii) The Company has reserved 4,538,219 5,422,702 shares of its common stock Common Stock in aggregate for issuance under its stock incentive plans2000 Stock Incentive Plan and 2007 Stock Plan, under which (i) 3,980,014 shares an aggregate of 4,232,584 options or other equity awards are issuable upon outstanding. Also, the exercise of stock options outstanding on the date hereof and (ii) up to 272,195 shares are issuable under awards of restricted stock units outstanding on the date hereof. The Company has also reserved 134,401 1,504,333 shares of its common stock Common Stock for issuance pursuant to the Company’s employee stock purchase planunder its 2007 Employee Stock Purchase Plan. Except as stated above and except In addition, there are 7,140,628 warrants for the warrant issued to the Holder pursuant to this Warrant and the other warrants issued on the date hereof in connection with the Term Loan Agreement, there purchase of 7,140,628 shares of Common Stock outstanding. 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 Company’s capital stock or other securities of the Company.
(iii) No stockholder of the Company has preemptive rights to purchase the shares of Common Stock issuable upon exercise or conversion of this Warrant.
Appears in 1 contract
Samples: Warrant Agreement (NeurogesX Inc)