Organization and Corporate Power; Capitalization. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. Each Subsidiary of the Company is duly organized, validly existing and in good standing (in jurisdictions where the concept of “good standing” is applicable) in the jurisdiction in which such member is organized. The Company Group is qualified to do business in every jurisdiction in which such qualification is necessary, except where the failure to so qualify has not had or would not reasonably be expected to have a Material Adverse Effect. All jurisdictions in which the Company or its Subsidiaries is qualified to do business are set forth on Schedule 4.1(a). The Company Group has full corporate power and authority. The Company has delivered to Buyer correct and complete copies of its certificate of incorporation and bylaws (each as amended to date) or other Governing Documents for each member of the Company Group. No member of the Company Group is in default under or in violation of any provision of its certificate of incorporation or bylaws (or similar governing documents). The Company Group does not own or have any right to acquire, directly or indirectly, any outstanding capital stock of, partnership interest, joint venture interest, equity participation or other security or interest in, any other Person.
Organization and Corporate Power; Capitalization. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company is qualified to do business in every jurisdiction in which such qualification is necessary, except where the failure to so qualify has not had or would not reasonably be expected to have a Material Adverse Effect. All jurisdictions in which the Company is qualified to do business are set forth on Schedule 4.1(a). The Company has full corporate power and authority necessary to own and operate its properties and to carry on its business as now conducted. The Company has delivered to Buyer correct and complete copies of its articles of incorporation and bylaws (each as amended to date).
Organization and Corporate Power; Capitalization. Buyer is duly organized, validly existing and in good standing under the laws of Delaware. Buyer is not in default under or in violation of any provision of its certificate of incorporation. The authorized capital stock of Buyer consists of (i) 250,000,000 shares of Common Stock, $0.01 par value per share, 175,000,000 of which have been designated as Series A Common Stock, of which 19,762,376 are issued and outstanding as of the date hereof, and 75,000,000 of which have been designated as Series B Common Stock, of which 27,872,742 are issued and outstanding as of the date hereof, and (ii) 24,016,041 shares of Preferred Stock, par value $0.01 per share, 4,786,463 of which are designated as Series A Preferred Stock, all of which are issued and outstanding, 6,843,299 of which are designated as Series B Preferred Stock, all of which are issued and outstanding, 3,386,279 of which are designated as Series C Preferred Stock, all of which are issued and outstanding, and 9,000,000 of which are designated as Series D Preferred Stock, of which 8,582,021 are issued and outstanding. Except as set forth on Schedule 4.1, there are no outstanding subscriptions, convertibles, options, warrants, rights, contracts, agreements, commitments, understandings or arrangements of any kind by which Buyer is bound to issue or sell any additional shares or other securities of Buyer or by which any Person is entitled to acquire any such shares or securities. All issued and outstanding shares of Buyer Common Stock and shares of Buyer Preferred Stock (x) have been duly authorized and validly issued and are fully paid and nonassessable, and (y) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The shares of Buyer Series B Common Stock issuable as part of the Purchase Price, when issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. All preemptive rights have been properly waived or complied with, with respect the issuances of shares of Buyer Series B Common Stock pursuant to this Agreement. In addition, there are issued and outstanding equity awards under Buyer’s 2009 Stock Option and Grant Plan covering 32,294,295 shares of its Series B Common Stock. 4,519,019 shares of Buyer’s Series B Common Stock remain available for the issuance of equity awards under Buyer’s 2009 Stock Option and Grant Plan.
Organization and Corporate Power; Capitalization. The Company is a Delaware corporation and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement. Immediately prior to the consummation of the IPO, the Company will, unless otherwise consented to in writing by the Buyer, have outstanding (i) no more than 7,187,500 shares of Common Stock (“Founder Shares”), (ii) warrants to purchase not more than 9,000,000 shares of Common Stock at an exercise price of $11.50 per share and (iii) no other obligations to issue or rights to purchase or acquire any shares of its capital stock other than those securities offered in the IPO and the unit purchase options to be granted to the underwriters in connection with the IPO; subject to adjustment in the case of the foregoing clauses (i) and (ii) in the event of any stock splits, stock dividends, reorganizations or recapitalizations between the date hereof and the consummation of the IPO.
