Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 38,000,000 shares of Common Stock ($0.001 par value), of which 1,839,174 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 25,000,000 shares of Preferred Stock ($0.01 par value), of which (x) 1,000,000 shares have been designated Series A Preferred Stock, 1,000,000 of which are issued and are outstanding as of the date of this Agreement (the "Series A Preferred"), (y) 3,000,000 shares have been designated Series B Preferred Stock, 2,002,750 of which are issued and are outstanding as of the date of this Agreement (the "Series B Preferred"), and (z) 21,000,000 shares have been designated Series C Preferred Stock, 19,462,810 of which are issued and are outstanding as of the date of this Agreement (the "Series C Preferred"). All of the outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option that is held by the Company and to which any of such shares is subject. Upon the filing of the Charter Amendment immediately prior to the Effective Time, all outstanding shares of the Company's Preferred Stock will be converted into shares of Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 38,000,000 22,500,000 shares of Common Stock ($0.001 par value)Stock, of which 1,839,174 8,398,845 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 25,000,000 7,500,000 shares of Preferred Stock ($0.01 par value)Stock, 2,500,000 of which (x) 1,000,000 shares have been designated "Series A Preferred Stock, 1,000,000 ," of which are 2,352,950 shares have been issued and are outstanding as of the date of this Agreement (the "Series A Preferred")Agreement, (y) 3,000,000 shares and 5,000,000 of which have been designated "Series B Preferred Stock, 2,002,750 ," of which are 4,558,822 shares have been issued and are outstanding as of the date of this Agreement (the "Agreement. Each outstanding share of Series A Preferred Stock is convertible into approximately 1.08 shares of Company Common Stock and each share of Series B Preferred"), and (z) 21,000,000 shares have been designated Series C Preferred Stock is convertible into one share of Company Common Stock, 19,462,810 of which are issued and are outstanding as of the date of this Agreement (the "Series C Preferred"). All of the outstanding shares of the Company's capital stock Company Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3 of the Company Disclosure Schedule (i) sets forth the name of each Shareholder of the Company and the number and type of all shares of Company Common Stock, Series A Preferred Stock and Series B Preferred Stock held by such Shareholder and (ii) provides an accurate and complete description of the terms of each repurchase option that which is held by the Company and to which any of such shares is subject. Upon the filing of the Charter Amendment immediately prior to the Effective Time, all outstanding shares of the Company's Preferred Stock will be converted into shares of Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 38,000,000 50,000,000 shares of Common Stock ($0.001 Stock, without par value), of which 1,839,174 10,123,313 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 25,000,000 shares of Preferred Stock ($0.01 Stock, without par value), 5,771,788 of which (x) 1,000,000 shares have been designated "Series A Preferred Stock, 1,000,000 ," all of which are have been issued and are outstanding as of the date of this Agreement (the "Series A Preferred")Agreement, (y) 3,000,000 shares 3,690,986 of which have been designated "Series B A-1 Preferred Stock, 2,002,750 ," all of which are have been issued and are outstanding as of the date of this Agreement (the Agreement, and 12,500,000 of which have been designated "Series B Preferred"), and (z) 21,000,000 shares Preferred Stock," none of which have been designated Series C Preferred Stock, 19,462,810 of which are issued and or are outstanding as of the date of this Agreement (the "Agreement. Each outstanding share of Series C Preferred")A Preferred Stock and Series A-1 Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of the Company's capital stock Company Common, Stock Series A Preferred Stock and Series A-1 Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option that which is held by the Company and to which any of such shares is subject. Upon the filing of the Charter Amendment immediately prior to the Effective Time, all outstanding shares of the Company's Preferred Stock will be converted into shares of Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 38,000,000 75,000,000 shares of Company Common Stock ($0.001 par value)Stock, of which 1,839,174 8,299,015 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 25,000,000 50,356,750 shares of Company Preferred Stock Stock, ($0.01 par value), A) of which (x) 1,000,000 950,000 shares have been are designated as Series A Preferred Stock, 1,000,000 Stock and of which are 950,000 have been issued and are outstanding as of the date of this Agreement Agreement; (the "Series A Preferred"), (yB) 3,000,000 of which 10,406,750 shares have been are designated as Series B Preferred Stock, 2,002,750 Stock and of which are 10,328,750 have been issued and are outstanding as of the date of this Agreement Agreement; (the "Series B Preferred"), and (zC) 21,000,000 of which 5,000,000 shares have been are designated as Series C Preferred Stock, 19,462,810 Stock and of which are 5,000,000 have been issued and are outstanding as of the date of this Agreement Agreement; (D) of which 22,000,000 shares are designated as Series D Preferred Stock and of which 20,769,233 have been issued and are outstanding as of the "date of this Agreement; and (E) of which 12,000,000 shares are designated as Series C Preferred")E Preferred Stock and of which 10,185,186 have been issued and are outstanding as of the date of this Agreement. There are no shares of Company Capital Stock held in treasury. All of the outstanding shares of the Company's capital stock Company Capital Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3 Each share of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option that is held by the Company and to which any of such shares is subject. Upon the filing of the Charter Amendment immediately prior to the Effective Time, all outstanding shares of the Company's Preferred Stock will be converted is convertible into shares one share of Company Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 38,000,000 20,000,000 shares of Common Stock (par value $0.001 par value.001 per share), of which 1,839,174 4,102,892 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 25,000,000 7,500,000 shares of Preferred Stock (par value $0.01 par value.001 per share), 1,689,124 of which (x) 1,000,000 shares have been designated "Series A Preferred Stock, 1,000,000 ," of which are 1,689,124 shares have been issued and are outstanding as of the date of this Agreement (the "Series A Preferred")Agreement, (y) 3,000,000 shares 1,700,000 of which have been designated designed "Series B Preferred Stock, 2,002,750 ," of which are 1,655,629 shares have been issued and are outstanding as of the date of this Agreement (the "Series B Preferred")Agreement, and (z) 21,000,000 shares 900,000 of which have been designated "Series C Preferred Stock, 19,462,810 ," of which are 862,068 have been issued and are outstanding as of the date of this Agreement (the "Series C Preferred")Agreement. Each outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of the Company's capital stock Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option that which is held by the Company and to which any of such shares is subject. Upon the filing of the Charter Amendment immediately prior to the Effective Time, all outstanding shares of the Company's Preferred Stock will be converted into shares of Common Stock.

Capitalization, Etc. (a) The As of (i) the date of this Agreement and (ii) the Closing Date (other than with respect to the redemption of shares of Series C Preferred Stock pursuant to Section 1.10 of this Agreement), the authorized capital stock of the Company Target consists of: (iA) 38,000,000 8,000,000 shares of Common Stock (par value $0.001 par value.01 per share), of which 1,839,174 702,514 shares have been issued and are outstanding (without giving effect to the net exercise of Target Options immediately prior to the Effective Time); and (B) 1,523,254 shares of Preferred Stock (par value $.01 per share), 833,333 of which have been designated "Series A Preferred Stock" (of which 833,333 shares have been issued and are outstanding), 478,759 of which have been designated "Series B Preferred Stock" (of which 0 shares have been issued and are outstanding as of the date of this Agreement; ) and (ii) 25,000,000 shares of Preferred Stock ($0.01 par value), 211,162 of which have been designated "Series C Preferred Stock" (x) 1,000,000 of which 114,610 shares have been designated issued and are outstanding). Each outstanding share of Series A Preferred Stock, 1,000,000 of which are issued and are outstanding as of the date of this Agreement (the "Series A Preferred"), (y) 3,000,000 shares have been designated Series B Preferred Stock, 2,002,750 of which are issued Stock and are outstanding as of the date of this Agreement (the "Series B Preferred"), and (z) 21,000,000 shares have been designated Series C Preferred Stock is convertible into one share of Target Common Stock, 19,462,810 of which are issued and are outstanding as of the date of this Agreement (the "Series C Preferred"). All of the outstanding shares of the Company's capital stock Target Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option that which is held by the Company Target and to which any of such shares is subject. Upon the filing of the Charter Amendment immediately prior to the Effective Time, all outstanding shares of the Company's Preferred Stock will be converted into shares of Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 38,000,000 77,016,325 shares of Common Stock Stock, $0.01 par value ($0.001 par valuethe “Company Common Stock”), of which 1,839,174 1,912,634 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 25,000,000 63,993,763 shares of Preferred Stock (Stock, $0.01 par value), 21,388,357 of which (x) 1,000,000 have been designated “Series C-1 Preferred Stock,” of which 20,767,321 shares have been designated Series A Preferred Stock, 1,000,000 of which are issued and are outstanding as of the date of this Agreement (the "Agreement, 7,949,214 of which have been designated “Series A Preferred"), (y) 3,000,000 C-2 Preferred Stock,” all of which shares have been designated Series B Preferred Stock, 2,002,750 of which are issued and are outstanding as of the date of this Agreement (the "Agreement, 34,656,192 of which have been designated “Series B Preferred"), and (z) 21,000,000 D Preferred Stock,” all of which shares have been designated Series C Preferred Stock, 19,462,810 of which are issued and are outstanding as of the date of this Agreement (the "Agreement. Each outstanding share of Series C Preferred")C-1 Preferred Stock is convertible into one share of Company Common Stock. Each outstanding share of Series C-2 Preferred Stock is convertible into one share of Company Common Stock. Each outstanding share of Series D Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of the Company's capital stock Company Common Stock and Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3 2.3(a) of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option that which is held by the Company and to which any of such shares is subject. Upon the filing of the Charter Amendment immediately prior to the Effective Time, all outstanding shares of the Company's Preferred Stock will be converted into shares of Common Stock.

Capitalization, Etc. (a) The As of the date hereof, the authorized capital stock of the Company consists of: of (i) 38,000,000 35,000,000 shares of Company Common Stock ($0.001 par value)Stock, of which 1,839,174 9,878,892 shares have been are issued and are outstanding as of the date of this Agreement; and (ii) 25,000,000 10,942,678 shares of Preferred Stock ($0.01 par value)Stock, 5,187,501 of which (x) 1,000,000 shares have been are designated as Series A Preferred StockPreferred, 1,000,000 all of which are issued and outstanding, 1,323,912 of which are outstanding designated as of the date of this Agreement (the "Series A Preferred"), (y) 3,000,000 shares have been designated Series B Preferred Stock, 2,002,750 all of which are issued and are outstanding as of the date of this Agreement (the "Series B Preferred")outstanding, and (z) 21,000,000 shares have been 4,431,265 of which are designated as Series C Preferred Stock, 19,462,810 4,431,263 of which are issued and are outstanding as of the date of this Agreement (the "Series C Preferred")outstanding. All of the outstanding The Company has reserved an additional 1,758,607 shares of Company Common Stock for issuance under the Stock Plan to employees, advisory board members, officers or directors of, or consultants to, the Company's capital stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option that is held by the Company and which options to which any of such shares is subject. Upon the filing of the Charter Amendment immediately prior to the Effective Time, all outstanding shares of the Company's Preferred Stock will be converted into acquire 1,462,646 shares of Common Stock have been granted and are currently outstanding. The number of shares of Company Common Stock subject to unvested Company Options and the number of unvested shares of Company Common Stock subject to Restricted Stock Purchase Agreements (in each case after giving effect to the Merger) is not in excess of an aggregate of 1,628,380 shares of Company Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 38,000,000 10,000,000 shares of Common Stock ($0.001 Stock, without par value), of which 1,839,174 2,589,812 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 25,000,000 2,997,674 shares of Preferred Stock ($0.01 par value)Stock, 597,674 of which (x) 1,000,000 shares have been designated "Series A Preferred Stock, 1,000,000 ," all of which are issued and outstanding as of the date of this Agreement, 400,000 of which have been designated "Series B Preferred Stock," all of which are issued and outstanding as of the date of this Agreement, and 1,156,176 of which have been designated "Series C Preferred Stock," of which 1,155,782 shares have been issued and are outstanding as of the date of this Agreement (Agreement. Except as set forth on Schedule 2.3(a) of the "Disclosure Schedule, each outstanding share of Series A Preferred")Preferred Stock, (y) 3,000,000 shares have been designated Series B Preferred Stock, 2,002,750 of which are issued Stock and are outstanding as of the date of this Agreement (the "Series B Preferred"), and (z) 21,000,000 shares have been designated Series C Preferred Stock is convertible into one share of Company Common Stock, 19,462,810 of which are issued and are outstanding as of the date of this Agreement (the "Series C Preferred"). All of the outstanding shares of the Company's capital stock Company Common Stock and Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each The Company holds no repurchase option that is held by the Company and to which any of such shares is subject. Upon the filing of the Charter Amendment immediately prior to the Effective Time, all outstanding shares of the Company's Preferred Stock will be converted into shares of Common Stock.

Capitalization, Etc. (a) The As of the Agreement Date, the authorized capital stock of the Company consists of: (i) 38,000,000 of 49,200,000 shares of Company Common Stock ($0.001 par value)Stock, of which 1,839,174 6,175,677 shares have been are issued and are outstanding as of the date of this Agreementoutstanding; and (ii) 25,000,000 31,379,222 shares of Company Preferred Stock ($0.01 par value), of which (xi) 1,000,000 4,450,000 shares have been are designated Series A Preferred Stock, 1,000,000 all of which are issued and are outstanding as of the date of this Agreement (the "Series A Preferred")outstanding, (yii) 3,000,000 6,657,009 shares have been are designated Series B Preferred Stock, 2,002,750 all of which are issued and outstanding, (iii) 4,625,300 shares are outstanding as of the date of this Agreement (the "Series B Preferred"), and (z) 21,000,000 shares have been designated Series C Preferred Stock, 19,462,810 of which 4,509,948 shares are issued and outstanding, (iv) 4,836,826 shares are outstanding as designated Series D Preferred Stock, of which 3,889,670 shares are issued and outstanding, (v) 744,922 shares are designated Series E Preferred Stock, of which 721,315 shares are issued and outstanding, (vi) 5,200,000 shares are designated Series F Preferred Stock, of which 4,664,176 shares are issued and outstanding, and (vii) 4,865,165 shares are designated Series G Preferred Stock, of which 3,824,846 shares are issued and outstanding. The rights, preferences, privileges and restrictions of the date of this Agreement (the "Series C Preferred"). All of the outstanding shares of Company Capital Stock are as stated in the Company's capital stock have been duly authorized and validly issued, and are fully paid and non-assessablecertificate of incorporation. Part 2.3 As of the Disclosure Schedule provides an accurate and complete description Agreement Date, the holders of record of the terms Company Capital Stock is as set forth in Part 2.3(a) of the Company Disclosure Schedule, which further sets forth, for each repurchase option that is such Person, the number of shares held by the Company and to which any of such shares is subject. Upon the filing of the Charter Amendment immediately prior to the Effective Time, all outstanding shares of the Company's Preferred Stock will be converted into shares of Common StockPerson.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 38,000,000 5,000,000 shares of Common Stock Class A Preferred stock ($0.001 no par value), of which 1,839,174 4,790,110 shares have been issued and are outstanding as of the date of this Agreement; (ii) 12,500,000 shares of Class B Common stock (no par value) ("Company Common Stock") of which 4,154,000 shares have been issued and are outstanding as of the date of this Agreement; and (iiiii) 25,000,000 108,000 shares of Preferred Stock Class C Non-voting stock ($0.01 no par value), ) of which (x) 1,000,000 108,000 shares have been designated Series A Preferred Stock, 1,000,000 of which are issued and are outstanding as of the date of this Agreement (the "Series Agreement. Each outstanding share of Class A Preferred"), (y) 3,000,000 shares have been designated Series B Preferred stock is convertible into one share of Company Common Stock, 2,002,750 . Each outstanding share of which are issued and are outstanding as Class C Non-voting stock is convertible into one share of the date of this Agreement (the "Series B Preferred"), and (z) 21,000,000 shares have been designated Series C Preferred Company Common Stock, 19,462,810 of which are issued and are outstanding as of the date of this Agreement (the "Series C Preferred"). All of the outstanding shares of the Company's capital Company Common Stock, Class A Preferred stock and Class C Non-voting stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the allocation of all outstanding capital stock of the Company and of the terms of each repurchase option that which is held by the Company and to which any of such shares is subject. Upon the filing of the Charter Amendment immediately prior to the Effective Time, all outstanding shares of the Company's Preferred Stock will be converted into shares of Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 38,000,000 30,000,000 shares of Common Stock (with par value $0.001 par value.01), of which 1,839,174 13,560,422 shares have been issued and are outstanding as of the date of this Agreement (not including 2,858 shares of Common Stock held in the Company's treasury); (ii) 20,000,000 shares of Preferred Stock (with par value $.01), of which (A) 5,651,367 shares have been designated shares of Series A Preferred Stock (with par value $.01) (the "Series A Preferred Stock"), of which 5,651,367 shares have been issued and are outstanding as of the date of this Agreement; and (iiB) 25,000,000 shares of Preferred Stock ($0.01 par value), of which (x) 1,000,000 50,252 shares have been designated as Series B Preferred Stock (with par value $.01) (the "Series B Preferred Stock, or collectively with the Series A Preferred Stock, 1,000,000 the "Company Preferred Stock"), of which are 50,252 shares have been issued and are outstanding as of the date of this Agreement (the "Agreement. Each outstanding share of Series A Preferred"), (y) 3,000,000 shares have been designated Series B Preferred Stock is convertible into one share of Company Common Stock, 2,002,750 of which are issued and are outstanding as of the date of this Agreement (the "Series B Preferred"), and (z) 21,000,000 shares have been designated Series C Preferred Stock, 19,462,810 of which are issued and are outstanding as of the date of this Agreement (the "Series C Preferred"). All of the outstanding shares of the Company's capital stock Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3 of the Company Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option that which is held by the Company and to which any of such shares is subject. Upon the filing of the Charter Amendment immediately prior to the Effective Time, all outstanding shares of the Company's Preferred Stock will be converted into shares of Common Stock.