Company Capital Structure. In the case of the Company, the authorized capital stock of the Company consists of 500,000,000 shares of Company Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). As of the Measurement Date, (i) 228,209,888 shares of Company Common Stock (excluding treasury shares) were issued and outstanding (including 119,422 shares of Company Common Stock subject to outstanding Company Restricted Stock Awards), (ii) no shares of Company Common Stock were held by the Company in its treasury and (iii) no shares of Company Preferred Stock were issued and outstanding. All of the outstanding shares of Company Common Stock have been duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. The Company has no shares of Company Common Stock or Company Preferred Stock reserved for issuance, except that, as of the Measurement Date, there were (a) 3,913,542 shares of Company Common Stock reserved for future issuance under the Company Stock Plans, (b) 867,802 shares of Company Common Stock subject to outstanding Company Option Awards, and such Company Option Awards have a weighted average exercise price of $21.03 per share, (c) 5,311,304 shares of Company Common Stock subject to outstanding Company RSU Awards, and (d) 5,494,388 shares of Company Common Stock subject to outstanding Company PSU Awards (assuming maximum performance and excluding those Company PSU Awards that pursuant to their terms may only be settled in cash). Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and each of the outstanding shares of capital stock or other securities of each of the Company’s Significant Subsidiaries is owned beneficially and of record by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Encumbrance (excluding such transfer restrictions of general applicability as may be provided under the Securities Act, the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions). Except for the Company Stockholders Agreement, as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, call agreements, understandings, claims or other agreements, commitments or rights of any type relating to the issuance, sale, redemption or transfer by the Company of...
Company Capital Structure. 11 2.4 Authority................................................. 12 2.5
Company Capital Structure. (a) The authorized capital stock of the Company consists of ______ shares of authorized Common Stock of which _____ shares are issued and outstanding. There are no other classes or series of capital stock of the Company of any kind outstanding or issuable. The Company Common Stock is held by the persons, with the domicile addresses and in the amounts set forth on Exhibit C. All outstanding shares of Company Common Stock are duly authorized, --------- validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound.
Company Capital Structure. (a) The authorized capital stock of the Company consists of 21,000,000 shares of Common Stock and 10,211,401 shares of Preferred Stock. As of the date hereof, the capitalization of the Company is as set forth in Section 3.5(a) of the Disclosure Schedule. The total number of shares of each class and series of Company Capital Stock outstanding as of the date hereof, the total number of shares underlying each security convertible into, or exercisable or exchangeable for, shares of Company Capital Stock outstanding as of the date hereof and the total number of shares underlying all Company Options outstanding as of the date hereof is as set forth in Section 3.5(a) of the Disclosure Schedule. As of the date hereof, each one (1) outstanding share of Company Preferred Stock is convertible into one (1) share of Company Common Stock. The Company Capital Stock is held by the Persons with the domicile addresses and in the amounts set forth in Section 3.5(a) of the Disclosure Schedule. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company, or any agreement to which the Company is a party or by which it is bound. All outstanding shares of Company Capital Stock and Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Stockholder of the Company) in compliance with all applicable federal, state, foreign, or local statues, laws, rules, or regulations, including federal and state securities laws. The Company has not, and will not have, suffered or incurred any Liability relating to or arising out of the issuance or repurchase of any Company Capital Stock or Company Options, or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. No vesting provisions, repurchase options, risks of forfeiture or other conditions under any applicable stock restriction agreement or other agreement with the Company that are applicable to any shares of Company Capital Stock, Company Options or to any other rights to purchase Company Capital Stock, will accelerate as a result of the Merger or as a result of any other events (whether or not associated with the Merger)....
Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 are issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a). All outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws of the Company or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Shareholders of the Company may vote. Except as set forth on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no clai...
Company Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 5,000,000 shares of Common Stock, of which 1,568,125 shares are issued and outstanding as of the date hereof. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the -------------- Disclosure Schedule. Prior to the Effective Time, the Company intends to effect a recapitalization (the "Recapitalization") following which the authorized ---------------- capital stock of the Company will consist of (i) 4,000,000 shares of Common Stock, of which 800,000 shares will be issued and outstanding, (ii) 400,000 shares of Series A Preferred Stock, of which 304,200 shares are issued and outstanding, (iii) 400,000 shares of Series B Preferred Stock, of which 372,175 shares are issued and outstanding, and (iv) 200,000 shares of Series C Preferred Stock, of which 91,750 shares are issued and outstanding as of the Effective Time. The Recapitalization, if effected, will have been consummated with the consent of 100% of the Company's Common Stock, and otherwise in accordance with applicable laws. Giving effect to the Recapitalization, the total number of shares of Company Common Stock and Company Preferred Stock outstanding as of immediately prior to the Effective Time (assuming the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock or Company Preferred Stock) will be as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Capital Stock is held -------------- by the persons with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule. All outstanding shares of Company -------------- Capital Stock are now and, after giving effect to the Recapitalization, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the certificate of incorporation or bylaws of the Company, or any agreement to which the Company is a party or by which it is bound, and have been issued and, after giving effect to the Recapitalization, will be in compliance with federal and state securities laws. All outstanding shares of Company Capital Stock have been and, after giving effect to the Recapitalization, will have been issued in compliance with all applicable federal, state, foreign, or local statues, laws, rules, or regulations, including federal and state secur...
Company Capital Structure. (a) The authorized capital stock of the Company consists of: (i) 65,000,000 shares of Common Stock, of which 19,592,886 shares are issued and outstanding, (ii) 3,769,787 shares of F Preferred Stock, all of which are issued and outstanding and (iii) 35,720,102 shares of Preferred Stock, of which (A) 6,893,746 shares are designated as Series A Preferred Stock, of which 5,737,431 shares are issued and outstanding, (B) 3,207,198 shares are designated as Series A-1 Preferred Stock, of which 2,401,073 shares are issued and outstanding, (C) 2,366,864 shares are designated as Series A-2 Preferred Stock, all of which are issued and outstanding, and (D) 23,252,294 shares are designated as Series B Preferred Stock, of which 13,252,294 shares are issued and outstanding. The Company does not have any other shares of capital stock or any other equity or ownership interests of any kind authorized, designated, issued or outstanding. The Capital Stock is held of record and, to the Company’s Knowledge, beneficially by the Persons in the amounts set forth on Schedule 2.6(a)(i). All outstanding shares of Capital Stock (i) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Organizational Documents or any Contract to which the Company is a party, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with the Investor Agreements, the Organizational Documents of the Company and all applicable Laws. There are no restrictions of any kind on the transfer of the outstanding shares of Capital Stock except those imposed by applicable foreign, federal and state securities Laws or pursuant to the Investor Agreements.
Company Capital Structure. (a) As of the Agreement Date, the authorized capital stock of the Company consists of (i) 43,140,737 shares of Company Common Stock, $0.00001 par value, of which 12,478,335 shares are issued and outstanding and (ii) 19,494,460 shares of Company Preferred Stock, $0.00001 par value, (A) 3,818,087 shares of which are designated Series AA Preferred Stock and all of which are issued and outstanding, (B) 4,941,665 shares of which are designated Series A Preferred Stock and all of which are issued and outstanding, (C) 2,487,765 shares of which are designated Series B Preferred Stock and all of which are issued and outstanding, (D) 3,453,528 shares of which are designated Series C Preferred Stock and all of which are issued and outstanding and (E) 4,793,415 shares of which are designated Series D Preferred Stock and all of which are issued and outstanding. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock, and there are no other issued and outstanding shares of Company Capital Stock and no commitments or Contracts to issue any shares of Company Capital Stock other than pursuant to the conversion provisions related to the Company Preferred Stock pursuant to the Certificate of Incorporation, the exercise of Company Options and settlement of Company RSUs under the Company Equity Plan and the Company Warrants that are, in each case, outstanding as of the Agreement Date. Except as set forth in Section 3.2(a) of the Disclosure Schedule, the Company holds no treasury shares. Section 3.2(a) of the Disclosure Schedule sets forth, as of the Agreement Date, a correct and complete list of the Company Stockholders and the number and type of such shares so owned by each such Company Stockholder, and any beneficial holders thereof. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any Liens, outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Charter Documents or any Contract to which the Company is a party or by which the Company or any of its assets is bound. The Company has never declared or paid any dividends on any shares of Company Capital Stock. There is no Liability for dividends accrued and unpaid by the Company. The Company is not under any obligation to register under the Securities Act or any other Law any shares of Company Capital Stock, any Company Securities or any oth...
Company Capital Structure. (a) Except for any increase in authorized capital stock of Company and Company Common Stock for the Company RSUs pursuant to the obligation to grant the Company RSUs under this Agreement, the authorized capital stock of Company consists of 62,000,000 shares of Company Common Stock and 38,125,700 shares of Company Preferred Stock. As of (i) the date hereof and (ii) as of the date of the Closing (subject to the exercise of stock options and warrants into shares of Company Common Stock), (i) 12,951,362 shares of Company Common Stock are issued and outstanding, (ii) no shares of Company Common Stock are held by Company in its treasury, (iii) 4,354,220 shares of Series Seed Preferred Stock are issued and outstanding, (iv) 14,145,190 shares of Series A Preferred Stock are issued and outstanding, (v) 8,375,210 shares of Series B Preferred Stock are issued and outstanding, (vi) 4,393,732 shares of Series C Preferred Stock are issued and outstanding (vii) 6,857,348 shares of Series D Preferred Stock are issued and outstanding and (viii) a sufficient number of shares of Company Common Stock are reserved for issuance upon conversion of all outstanding preferred stock. As of the date of this Agreement, the holders of record of all outstanding Company Capital Stock is as set forth in Section 2.2(a)(1) of the Disclosure Schedule. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which Company is a party or by which it is bound. All outstanding shares of Company Capital Stock, Company Options and Company Warrants have been issued by Company in compliance with all Laws, including federal and state securities laws. Company has not, and will not, as of the Closing, have suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Capital Stock or Company Options or Company Warrants, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Company has no capital stock authorized, issued or outstanding, other than as set forth above as of the date hereof. Section 2.2(a)(2) of the Disclosure Schedule ...
Company Capital Structure. (a) The authorized Company Capital Stock consists solely of (i) 625,914,013 shares of Company Common Stock, and (ii) 424,085,987 shares of Company Preferred Stock, 13,720,471 shares of which are designated as Company Series A Preferred Stock, 23,463,163 shares of which are designated as Company Series B Preferred Stock, 25,697,502 shares of which are designated as Company Series C Preferred Stock, 122,513,148 shares of which are designated as Company Series D Preferred Stock, 53,008,969 shares of which are designated as Company Series D-1 Preferred Stock, 22,786,036 shares of which are designated as Company Series D-2 Preferred Stock, 49,676,938 shares of which are designated as Company Series D-3 Preferred Stock, 30,719,760 shares of which are designated as Company Series D-4 Preferred stock, and 82,500,000 shares of which are designated as Company Series E Preferred Stock. A total of 50,556,675 shares of Company Common Stock, 13,720,471 shares of Company Series A Preferred Stock, 23,463,163 shares of Company Series B Preferred Stock, 25,697,502 shares of Company Series C Preferred Stock, 100,682,655 shares of Company Series D Preferred Stock, 29,922,692 shares of Company Series D-1 Preferred Stock, 22,786,036 shares of Company Series D-2 Preferred Stock, 49,676,938 shares of Company Series D-3 Preferred Stock, 27,959,760 shares of Company Series D-4 Preferred Stock, and 76,360,000 shares of Company Series E Preferred Stock are issued and outstanding as of the Agreement Date. There are no other issued and outstanding shares of Company Capital Stock and no commitments or Contracts to issue any shares of Company Capital Stock other than pursuant to the exercise of Company Options set forth on Schedule 3.5(b)-1 of the Company Disclosure Letter, and the Company Warrants set forth on Schedule 3.5(c) of the Company Disclosure Letter. The Company holds no treasury shares. Schedule 3.5(a) of the Company Disclosure Letter sets forth, as of the Agreement Date a true, correct and complete list of the Company Stockholders, and which further sets forth for each such Person: (i) the number and type of such shares of Company Capital Stock so owned by each such Company Stockholder, (ii) the applicable stock certificate number(s) representing such shares, (iii) the extent to which the shares are Company Restricted Stock, (iv) whether any of such shares are or were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and,...
