Capitalization Representation Clause Samples
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Capitalization Representation. The authorized capital stock of the Corporation is 35,000,000 shares of Common Stock, of which 2,158,000 shares are issued and outstanding and 18,000,000 shares of Preferred Stock issuable in series, of which (i) 6,700,000 shares are designated Series A Preferred Stock, 6,366,667 shares of which are issued and outstanding; and (ii) 6,000,000 shares are designated Series B Preferred Stock, 4,100,000 shares of which are issued and outstanding. All such issued and outstanding shares have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Corporation has reserved 6,700,000 shares of Common Stock for issuance upon the conversion of Series A Preferred Stock, 6,000,000 shares of Common Stock for issuance upon the conversion of Series B Preferred Stock, 759,386 shares of Common Stock for issuance pursuant to the exercise of outstanding Common Stock purchase warrants, and 5,140,614 shares of Common Stock for issuance to employees, directors, and consultants pursuant to its 1998 Stock Option Plan. Upon their issuance in accordance with this Warrant, the Warrant Shares issuable hereunder shall be duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock.
Capitalization Representation. Licensee represents and warrants to Licensor that, consistent with the capitalization table of Licensee attached as Exhibit D, the authorized capital of Licensee as of the Effective Date consists of : (I) [***] shares of Common Stock, [***] shares of which are issued and outstanding, and (II) [***] shares of preferred stock, all of which shares have been designated Series A Preferred Stock, all of which shares are issued and outstanding. Licensor further represents and warrants to Licensor that all of the issued and outstanding shares of capital stock have been duly authorized, are fully paid and nonasessable and were issued in compliance with all applicable federal and state securities laws. Licensee has reserved [***] shares of Common Stock for issuance pursuant to equity incentive plans, of which [***] shares are subject to outstanding options, [***] shares remain available for issuance and [***] shares have been issued subject to restricted stock agreements.
Capitalization Representation. In addition to any other remedy available under the other provisions of this Section 6.14, in the event that any of the Company’s representations and warranties in Section 3.3 of this Agreement are incorrect (notwithstanding their failure otherwise to survive the Merger under subsection 6.14(I) below), the Company shall issue (i) additional Merger Consideration to the Acquired Corporation Stockholders (pro rata their respective entitlement under Exhibit 2.1(b)) and (ii) additional Management Shares and Options to the Employees (pro rata their respective entitlement under Section 2.2 of this Agreement) in an amount equal to the additional consideration such Acquired Corporation Stockholders and Employees would have received had the correct number of issued and outstanding shares, in the Money Options and warrants of Company Common Stock been known at the Closing.