Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 55,000,000 shares of Company Common Stock and 30,791,980 shares of Company Preferred Stock, of which 3,605,920 have been designated Series Seed Preferred Stock, 8,260,412 have been designated Series A Preferred Stock and 18,925,648 have been designated Series B Preferred Stock. The number and class and series of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is set forth on Schedule 3.4(a) of the Company Disclosure Letter, no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, and no shares of Company Capital Stock will be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, except for: (i) shares of Company Common Stock issued upon the conversion of shares of Company Preferred Stock that are issued and outstanding on the Agreement Date and/or (ii) shares of Company Common Stock issued upon the exercise of outstanding Company Options or Company Warrants listed on Schedule 3.4(b) of the Company Disclosure Letter. Schedule 3.4(a) of the Company Disclosure Letter also sets forth for each Company Stockholder, as of the Agreement Date: (A) the last known address, email address, and country of citizenship of such Company Stockholder, (B) the date of issuance and the Carta certificate numbers of the shares of Company Capital Stock held by such Company Stockholder, (C) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise of outstanding Company Options, (D) whether any of such shares constitute Company Restricted Stock, (E) for all such shares of Company Restricted Stock, the number of shares subject to vesting, rights of forfeiture or repurchase, (F) whether any such vesting, rights of forfeiture or repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, (G) the vesting schedule for such shares, and (H) whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. The Company does not hold any treasury stock and does not otherwise own any shares of Company Capital Stock. All issued and outstanding sh...
Authorized and Outstanding Capital Stock of the Company. As of the date hereof, the authorized capital stock of the Company consists of (a) 2,000,000 shares of the Preferred Stock, no par value per share, and (b) 20,000,000 shares of the Common Stock, no par value per share. As of the date hereof, (i) 11,000 shares of the Preferred Stock, designated as the Series A Shares, are outstanding, (ii) 190,000 shares of Preferred Stock, designated as the Series B-1 Shares, of which none are outstanding, (iii) 110,000 shares of Preferred Stock, designated as the Series B-2 Shares, of which none are outstanding, (iv) 300,000 shares of Preferred Stock, designated as Series C Preferred Stock, of which none are outstanding, (v) aside from the Preferred Stock described in the immediately preceding clauses (i), (ii), (iii) and (iv), no other shares of Preferred Stock are designated or outstanding, and (vi) 12,273,003 shares of Common Stock, are validly issued and are outstanding. All such outstanding shares of Preferred Stock and Common Stock are fully paid, nonassessable and free of preemptive rights (and were not issued in violation of preemptive rights). No shares of the Preferred Stock or Common Stock are held in the treasury of the Company or by any of its Subsidiaries.
Authorized and Outstanding Capital Stock of the Company. The Company Interests (including the class of such Company Interests) held by each Company Member as of the Agreement Date is set forth on Schedule 3.4(a) of the Company Disclosure Letter, no units of the Company are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, and no units of the Company will be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter. Schedule 3.4(a) of the Company Disclosure Letter also sets forth for each Company Member the number of units held and the addresses of record and email addresses (if known) of such Company Member and the date of issuance of the units held by such Company Member. All issued and outstanding units of the Company have been duly authorized and validly issued, are fully paid and nonassessable, and were not issued in violation of and, except under the agreements to be terminated in accordance with Section 8.2(f), are not subject to any right of rescission, right of first refusal or preemptive right under, and have been offered, issued, sold and delivered by the Company in compliance with, Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company.
Authorized and Outstanding Capital Stock of the Company. As of the Agreement Date, the authorized capital stock of the Company consists of 63,000,000 shares of Company Common Stock and 38,079,156 shares of Company Preferred Stock, of which 13,285,000 shares have been designated as Company Series A Stock, 3,000,000 shares have been designated as Company Series A-1 Stock, 11,306,278 shares have been designated as Company Series B Stock, and 10,487,878 shares have been designated as Company Series C Stock. A total of 13,867,252 shares of Company Common Stock, 13,250,000 shares of Company Series A Stock, all of the shares of Company Series A-1 Stock, 11,000,000 shares of Company Series B Stock, and 10,475,905 shares of Company Series C Stock are issued and outstanding as of the Agreement Date. The numbers and kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date are set forth on Schedule 3.4(a) of the Company Disclosure Letter. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and non-assessable, and have been offered, issued, sold and delivered by the Company in material compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts.
Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consist of: (i) 46,000,000 shares of Class A Common Stock, 12,414,490 of which have been issued and are outstanding; (ii) 2,000,000 shares of Class B Common Stock, 1,775,821 of which have been issued and are outstanding; and (iii) 2,000,000 shares of Preferred Stock, none of which have been issued or are outstanding. All issued and outstanding Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in material compliance with all requirements of Applicable Law.
Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 50,000,000 shares of Company Common Stock, 2,321,300 shares of Company Series A Stock, 3,600,000 shares of Company Series B Stock, 1,600,000 shares of Company Series C Stock, 3,000,000 shares of Company Series D Stock, 330,000 shares of Company Series D1 Stock, 450,000 shares of Company Series D2 Stock, 3,782,157 shares of Company Series D3 Stock and 3,749,720 shares of Company Series E Stock. A total of 7,749,196 shares of Company Common Stock, 2,321,300 shares of Company Series A Stock, 3,600,000 shares of Company Series B Stock, 1,600,000 shares of Company Series C Stock, 3,000,000 shares of Company Series D Stock, 330,000 shares of Company Series D1 Stock, 450,000 shares of Company Series D2 Stock, 3,782,157 shares of Company Series D3 Stock and 3,749,720 shares of Company Series E Stock are issued and outstanding as of the Agreement Date. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. All issued and outstanding shares of Company Preferred Stock converted into shares of Company Common Stock prior to the Effective Time shall have been converted in accordance with Applicable Law, the Company’s Articles of Incorporation and applicable Contracts. The numbers and kind of issued and outstanding shares of Company Capital Stock (and the applicable conversion ratios for Company Preferred Stock) held by each Company Shareholder as of the Agreement Date are set forth on Schedule 3.4(a) of the Company Disclosure Letter, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter except for shares of Company Capital Stock issued pursuant to the exercise of outstanding Company Options listed on Schedule 3.4(b)-1 of the Company Disclosure Letter or Company Warrants listed on Schedule 3.4(b)-2 of the Company Disclosure Letter or pursuant to the conversion of outstanding shares of Company Preferred Stock. The Company holds no treasury shares. To the knowledge of the Company, each Company Shareholder has good and marketable title to that number of shares of Company Common Stock and/or Company Preferred Stock as set forth beside such Company Shareholder’s name on Schedule 3.4(a) of the Company Disclosure Letter, fr...
Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 20,000,000 shares of Company Common Stock and 11,370,000 shares of Company Preferred Stock, of which 800,000 shares have been designated Company Series A Preferred Stock, 475,000 shares have been designated Company Series A-1 Preferred Stock, 1,600,000 shares have been designated Company Series B Preferred Stock, 4,700,000 shares have been designated Company Series C Preferred Stock, 45,000 shares have been designated Company Series C-2 Preferred Stock and 3,750,000 shares have been designated Company Series D Preferred Stock. As of the Agreement Date, 1,898,425 shares of Company Common Stock, 634,461 shares of Company Series A Preferred Stock, 377,248 shares of Company Series A-1 Preferred Stock, 865,029 shares of Company Series B Preferred Stock, 4,463,068 shares of Company Series C Preferred Stock, 39,848 shares of Company Series C-2 Preferred Stock and 3,668,733 shares of Company Series D Preferred Stock are issued and outstanding. As of the Agreement Date, 1,673,678 shares of Company Common Stock are subject to outstanding Company Options and 102,701 shares of Company Common Stock are subject to outstanding warrants of the Company. Section 3.4(a) of the Company Disclosure Schedule sets forth, as of the Agreement Date, a complete and correct list of each record holder of Company Capital Stock, including for each such holder (i) the number of shares of each class and series held by such holder, (ii) the address of record for such holder, (iii) the date of issuance and the certificate numbers of the shares of Company Capital Stock held by such holder, (iv) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise of Company Options, and (v) whether any shares of Company Capital Stock were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. No shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth in Section 3.4(a) of the Company Disclosure Schedule. The Company does not hold any treasury stock and does not otherwise own any shares of Company Capital Stock. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued, are fully paid and nonassessable, (y) were offered, issued, sold and delivered by the Company in compliance...
Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists of 32,500,000 shares of Company Common Stock, of which 236,899 shares of Company Common Stock are issued and outstanding as of the Agreement Date, and 24,361,974 shares of Company Preferred Stock, of which 24,276,274 shares of Company Preferred Stock are issued and outstanding as of the Agreement Date. The number of issued and outstanding shares of Company Capital Stock held by each stockholder as of the Agreement Date are set forth on Section 3.4(a) of the Company Disclosure Schedule, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Section 3.4(a) of the Company Disclosure Schedule, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Section 3.4(a) of the Company Disclosure Schedule, except for shares of Company Capital Stock issued pursuant to the exercise of outstanding (i) Company Options listed on Section 3.4(b) of the Company Disclosure Schedule and (ii) Company Warrants listed on Section 3.4(c) of the Company Disclosure Schedule. The Company holds no treasury shares. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and, except under the agreements to be terminated pursuant to Section 8.2(e) hereof, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company.
Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company and the number of shares issued and outstanding of each class of Company Capital Stock, as well as all outstanding securities convertible or exchangeable for Company Capital Stock, are set forth on Schedule 3.4(a) of the Company Disclosure Schedule. The numbers and kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date are also set forth on Schedule 3.4(a) of the Company Disclosure Schedule. No shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule, other than as a result of the exercise of outstanding option or warrants immediately prior to the First Effective Time. The Company holds no treasury shares. All issued and outstanding shares of Company Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company.
Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists of 15,000,000 shares of Company Common Stock, of which 8,012,733 shares are issued and outstanding. The numbers and kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder are set forth on Schedule 3.4(a) of the Company Disclosure Schedule. No shares of Company Capital Stock are issued or outstanding that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule. The Company holds no treasury shares. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with Law. There is no Liability for dividends accrued and unpaid by the Company. The Company has never registered any securities pursuant to the Securities Act, or has never been subject to the reporting requirements, or required to register, under the Exchange Act.
