Common use of Capitalization of Company Clause in Contracts

Capitalization of Company. The Company's capital stock is divided into common stock ("Common Stock") and preferred stock. The authorized capital stock of the Company consists of 4,368,200 shares of Series A Preferred Stock, of which, immediately after the Closing Date, 4,270,336 shares are issued or outstanding, 731,800 shares of Series B Preferred Stock, of which, immediately after the Closing Date, 637,790 shares are issued or outstanding, and 22,500,000 shares of Class A Common Stock, of which, immediately after the Closing Date, 4,811,189 shares will be outstanding on a fully diluted basis, and 2,500,000 shares of Class B Common Stock, of which, immediately after the Closing Date, 3,422,983 shares will be outstanding on a fully diluted basis (in each case taking into account all outstanding warrants, options and other rights to purchase the Common Stock and Preferred Stock). When the Warrant to be purchased by the Purchaser hereunder has been delivered as provided herein, the Warrant Shares (i) together with all outstanding shares of Common Stock, Preferred Stock and shares of Common Stock issuable upon exercise of all outstanding Options (as defined below) of the Company will not exceed the number of shares that have been authorized by the Company's Restated Certificate of Incorporation ("Certificate"), (ii) will have been duly authorized to be issued by the Company's board of directors, (iii) will, upon payment therefor in accordance with the terms of the Warrant, be duly and validly issued, fully paid and nonassessable and (iv) will have been reserved for issuance pursuant to the terms of the Warrant.

Capitalization of Company. The Company's capital stock is divided into common Common Stock and preferred stock ("Common StockPREFERRED STOCK") and preferred stock). The authorized capital stock of the Company consists of 4,368,200 20,000,000 shares of Series A Preferred Stock, of which, immediately after the Closing Datedate of the Closing, 4,270,336 shares are issued or outstanding, 731,800 shares of Series B Preferred Stock, of which, immediately after the Closing Date, 637,790 no shares are issued or outstanding, and 22,500,000 300,000,000 shares of Class A Common Stock, of which, immediately after the Closing Datedate of the Closing, 4,811,189 6,278,881 shares will be outstanding on a fully diluted basis, and 2,500,000 shares of Class B Common Stock, of which, immediately after the Closing Date, 3,422,983 shares will be outstanding on a fully diluted basis (in each case taking into account all outstanding warrants, options and other rights to purchase the Common Stock and Preferred Stock). When the Warrant to be purchased by the Purchaser hereunder at the Closing has been delivered as provided herein, the Warrant Shares (i) together with all outstanding shares of Common Stock, Preferred Stock and shares of Common Stock issuable upon exercise of all outstanding Options (as defined below) of the Company will not exceed the number of shares that have been authorized by the Company's Restated Certificate Articles of Incorporation ("Certificate")Incorporation, (ii) will have been duly authorized to be issued by the Company's board of directors, (iii) will, upon payment therefor in accordance with the terms of the Warrant, be duly and validly issued, fully paid and nonassessable and (iv) will have been reserved for issuance pursuant to the terms of the Warrant.

Capitalization of Company. The Company's capital stock is divided into common stock ("Common Stock") and preferred stock. The authorized capital stock of the Company consists of 4,368,200 (i) 50,000,000 shares of Company Common Stock, of which (A) 3,256,112 shares are issued and outstanding, (B) 64,643 shares are reserved for issuance upon exercise of outstanding Warrants, (C) 20,281,981 shares are reserved for issuance upon conversion of outstanding shares of Series A Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock and Series D Preferred Stock and (D) 5,111,577 shares are reserved for issuance under Company Stock Options; (ii) 2,480,000 shares of Series A Preferred Stock, of which, immediately after the Closing Date, 4,270,336 which 2,381,984 shares are issued or and outstanding, 731,800 ; (iii) 2,800,000 shares of Series B Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), of which, immediately after the Closing Date, 637,790 which no shares are issued or and outstanding, and 22,500,000 ; (iv) 3,200,000 shares of Class A Common Series B-1 Preferred Stock, of which, immediately after the Closing Date, 4,811,189 which 3,169,375 shares will be outstanding on a fully diluted basis, are issued and 2,500,000 outstanding; (v) 3,800,000 shares of Class B Common Series C Preferred Stock, of which, immediately after the Closing Date, 3,422,983 which 1,120,667 shares will be outstanding on a fully diluted basis are issued and outstanding; (in each case taking into account all outstanding warrants, options and other rights to purchase the Common Stock and vi) 13,250,000 shares of Series C-1 Preferred Stock), of which 6,409,983 shares are issued and outstanding; and (vii) 7,200,000 shares of Series D Preferred Stock, of which 7,199,972 shares are issued and outstanding. When All of the Warrant to be purchased by the Purchaser hereunder has been delivered as provided herein, the Warrant Shares (i) together with all outstanding shares of Common Stock, Preferred Company Stock and shares of Common Stock issuable upon exercise of all outstanding Options (as defined below) of the Company will not exceed the number of shares that have been authorized by the Company's Restated Certificate of Incorporation ("Certificate"), (ii) will have been duly authorized and validly issued and are fully paid and non-assessable. Company has made available to be issued by Parent accurate and complete copies of all Warrant agreements and Company Option Plans pursuant to which Company has granted such Company Stock Options that are currently outstanding and the Company's board form of directors, (iii) willall stock option agreements evidencing such Company Stock Options. All shares of Company Stock subject to issuance as aforesaid, upon payment therefor in accordance with issuance on the terms of and conditions specified in the Warrantinstrument pursuant to which they are issuable, will be duly and authorized, validly issued, fully paid and nonassessable and (iv) will be issued in all material respects in compliance with applicable securities laws and other requirements of law. All outstanding shares of Company Stock and all outstanding options granted under any of Company's stock option or incentive plans have been reserved issued and granted in all material respects in compliance with applicable securities law and other requirements of law. Except as set forth above and in Section 2.2 of the Company Schedule, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Company to issue or sell any shares of capital stock or other securities of Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for issuance or acquire, any securities of Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. No stockholder, option holder or warrant holder has any claim against Company as a result of any prior issuances of Company Stock, options or warrants or, upon the Closing, the transactions contemplated by this Agreement, other than the right to receive the Merger Consideration or demand appraisal rights under the DGCL, each as provided for herein. The Company reasonably believes that all holders of the Preferred Stock and any other stockholders of Company that will be offered or will receive Parent Common Stock in the Merger are Accredited Investors. The Merger Consideration and Excess Cash to be paid or distributed to Company's stockholders, and the amounts payable pursuant to the terms of Bonus Plan, will be determined and made accurately by Company and in accordance with the WarrantCompany Charter Documents, the Bonus Plan and this Agreement.