Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closing, of:
(a) Preferred Stock. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate.
(b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding.
(c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom.
(d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the vot...
Capitalization and Voting Rights. The authorized capital stock of the Company and the shares thereof issued and outstanding were as set forth in the Commission Documents as of the dates reflected therein. All of the outstanding shares of Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in the Commission Documents, this Agreement and the Registration Rights Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any securities under the Securities Act. Except as set forth in the Commission Documents, no shares of Common Stock are entitled to preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business pursuant to the Company’s equity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities or as set forth in the Commission Documents, the Company is not a party to, and it has no Knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. Except as set forth in the Commission Documents, the offer and sale of all capital stock, convertible or exchangeable securities, rights, warrants or options of the Company issued prior to the Closing Date complied with all applicable federal and state securities laws, and no stockholder has any right of rescission or damages or any “put” or similar right with respect thereto that would have a Material Adverse Effect. Except as set forth in the Commission Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any of the other Transaction Documents or the consummation of the transactions described herein or therein. The Company has furnished or made available to the Investor via XXXXX true and correct copies of the Company’s Articles of Incorporation as in effect on the Closing Date (the “Charter”), and the Company’s Bylaws as i...
Capitalization and Voting Rights. 2 2.3 Subsidiaries.................................................... 3 2.4 Authorization................................................... 3 2.5 Valid Issuance of Preferred and Common Stock.................... 3 2.6
Capitalization and Voting Rights. The authorized capital of the Company consists, or will consist immediately prior to the Closing, of:
Capitalization and Voting Rights. (a) As of the Closing Date, the authorized capital stock of the Issuer and the issued and outstanding shares of capital stock of the Issuer will each be as set forth on Schedule 3.04(a)(i). All of the issued and outstanding shares of capital stock of the Issuer will be validly issued, fully paid and nonassessable, and the holders thereof will not be entitled to any preemptive or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuer.
(b) Except as set forth in Schedule 3.04(b), the Issuer is not a party or subject to any agreement or understanding that affects or relates to the voting or giving of written consents with respect to any security or the voting by any director of the Issuer.
(c) The outstanding shares of Common Stock have been issued, and all outstanding options, for the purchase or acquisition from the Issuer of any shares of its capital stock have been granted, in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefrom.
Capitalization and Voting Rights. Upon Closing, the authorized capital stock of the Company will be One Hundred Fifty Million (150,000,000) shares of Common Stock and Five Million (5,000,000) shares of preferred stock, of which 20,612,684 shares of Common Stock, 257,172 shares Series A 6% Participating Convertible Preferred Stock (the “Series A Preferred Stock”), and no shares of Series B Preferred Stock are issued and outstanding as of July 31,
Capitalization and Voting Rights. The authorized, issued and outstanding capital stock of the Company is as set forth in the Memorandum and all issued and outstanding shares of the Company are validly issued, fully paid and nonassessable. Except as set forth in the Memorandum, there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase any shares of capital stock of the Company. Except as set forth in the Offering Materials and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), By-Laws or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound.
Capitalization and Voting Rights. The authorized, issued and outstanding capital stock of the Company is as set forth in Schedule 2.2 hereto and all issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable. Except as set forth in Schedule 2.2 hereto, (i) there are no outstanding securities of the Company or any of its Subsidiaries which contain any preemptive, redemption or similar provisions, nor is any holder of securities of the Company or any Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of any of the Transaction Documents, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (ii) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (iii) there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue any shares of capital stock of the Company or any Subsidiary, or securities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. Except as set forth in Schedule 2.2 and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable and the shares of capital stock of the Subsidiaries are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (collectively, “Encumbrances”). All of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. The issuance and sale of the Securities and, upon issuance, the Warrant Shares, as contemplated hereby will not obligate the Comp...
Capitalization and Voting Rights. 3 3.3 Subsidiaries....................................................4 3.4 Authorization...................................................4 3.5
Capitalization and Voting Rights. The authorized, issued and outstanding capital stock of the Company is as set forth in the Company’s reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (the “34 Act Reports”) and all issued and outstanding shares of the Company are validly issued, fully paid and nonassessable.
