Stockholder List and Agreements. Attached as Schedule 3.7 hereto is a true and complete list of the stockholders, option holders and warrant holders of the Company immediately prior to the Closing, showing the number of shares of Common Stock, Preferred Stock, options to purchase shares of Common Stock and warrants exercisable for shares of Common Stock or Preferred Stock held by each. Except as provided in Schedule 3.7 hereto, there are no agreements, written or oral, between the Company and any holder of its capital stock (including holders of derivative securities) or, to the Company’s knowledge, among any holders of its capital stock (including holders of derivative securities), relating to the acquisition (including, without limitation, rights of first refusal, preemptive rights or similar rights), disposition, registration under the Securities Act, including the regulations promulgated thereunder, or voting of the capital stock (including derivative securities) of the Company. To the Company’s knowledge, none of such Persons has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a direct business relationship, or any firm or corporation that competes with the Company, except that employees, officers, or directors of the Company and members of their immediate families may own securities of publicly traded companies (not to exceed 2% of such companies’ capital stock) that may compete with the Company.
Appears in 4 contracts
Samples: Series E Preferred Stock and Warrant Purchase Agreement (Roka BioScience, Inc.), Series E Preferred Stock Purchase Agreement (Roka BioScience, Inc.), Series E Preferred Stock and Warrant Purchase Agreement (Roka BioScience, Inc.)
Stockholder List and Agreements. Attached as Schedule 3.7 hereto is a true and complete list of the stockholders, option holders and warrant holders of the Company immediately prior to the Closing, showing the number of shares of Common Stock, Preferred Stock, options to purchase shares of Common Stock and warrants exercisable for shares of Common Stock or Preferred Stock held by each. Except as provided in Schedule 3.7 hereto, there are no agreements, written or oral, between the Company and any holder of its capital stock (including holders of derivative securities) or, to the Company’s knowledge, among any holders of its capital stock (including holders of derivative securities), relating to the acquisition (including, without limitation, rights of first refusal, preemptive rights or similar rights), disposition, registration under the Securities Act, including the regulations promulgated thereunder, or voting of the capital stock (including derivative securities) of the Company. To the Company’s knowledge, none of such Persons has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a direct business relationship, or any firm or corporation that competes with the Company, except that employees, officers, or directors of the Company and members of their immediate families may own securities of publicly traded companies (not to exceed 2% of such companies’ capital stock) that may compete with the Company.
Appears in 2 contracts
Samples: Series C Preferred Stock Purchase Agreement (Roka BioScience, Inc.), Series C Preferred Stock Purchase Agreement (Roka BioScience, Inc.)
Stockholder List and Agreements. Attached as Schedule 3.7 hereto is a true and complete list of the stockholders, option holders and warrant holders of the Company immediately prior to the First Tranche Closing, showing the number of shares of Common Stock, Preferred Stock, options to purchase shares of Common Stock and warrants exercisable for shares of Common Stock or Preferred Stock held by each. Except as provided in Schedule 3.7 hereto, there are no agreements, written or oral, between the Company and any holder of its capital stock (including holders of derivative securities) or, to the Company’s knowledge, among any holders of its capital stock (including holders of derivative securities), relating to the acquisition (including, without limitation, rights of first refusal, preemptive rights or similar rights), disposition, registration under the Securities Act, including the regulations promulgated thereunder, or voting of the capital stock (including derivative securities) of the Company. To the Company’s knowledge, none of such Persons has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a direct business relationship, or any firm or corporation that competes with the Company, except that employees, officers, or directors of the Company and members of their immediate families may own securities of publicly traded companies (not to exceed 2% of such companies’ capital stock) that may compete with the Company.
Appears in 2 contracts
Samples: Series D Preferred Stock Purchase Agreement (Roka BioScience, Inc.), Series D Preferred Stock Purchase Agreement (Roka BioScience, Inc.)
