Common use of Issued Securities Clause in Contracts

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your authorized capital consists of (i) 105,608,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 4 contracts

Samples: English Warrant Agreement (Bloom Energy Corp), English Warrant Agreement (Bloom Energy Corp), English Warrant Agreement (Bloom Energy Corp)

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Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your authorized capital consists of (i) 105,608,000 116,272,000 shares of Common Stock, of which 12,027,455 13,089,277 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 14,061,152 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 9,665,746 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 21,108,000 shares of Series F Preferred Stock, of which 18,061,055 20,760,838 shares are issued and outstanding, and (viii) 12,040,058 shares of Series G Preferred Stock, of which 11,684,548 shares are issued and outstanding. You have reserved 14,493,334 19,193,334 shares of Common Stock for issuance under Your Stock Incentive PlanPlans, under which 7,264,503 10,936,265 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 279,459 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Ninth Amended and Restated Stockholders’ Rights Agreement dated as of October 29June 30, 2010 2011 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 2 contracts

Samples: English Warrant Agreement (Bloom Energy Corp), English Warrant Agreement (Bloom Energy Corp)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your authorized capital consists of (iA) 105,608,000 135,000,000 shares of Common Stock, of which 12,027,455 41,478,013 shares of Common Stock are issued and outstanding, (iiB) 14,100,000 28,165,300 shares of Series A Preferred Stock, of which 13,650,000 27,396,198 shares are issued and outstanding, (iiiC) 12,150,000 16,558,441 shares of Series B Preferred Stock, all of which 11,803,284 shares are issued and outstanding, (ivD) 9,000,000 7,683,710 shares of Series C Preferred Stock, all of which 8,968,604 shares are issued and outstanding, and (vE) 10,700,000 13,957,445 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 10,976,189 shares are issued and outstanding. You have reserved 14,493,334 32,465,594 shares of Common Stock for issuance under Your Stock Incentive PlanPlans, under which 7,264,503 10,736,041 options have been granted and are currently outstandingcommitments to issue an additional 4,753,417 in options have been made. You have warrants outstanding Warrants to purchase up to 424,342 a total of 769,102 shares of Series A Preferred Stock, 183,748 Stock and 10,000 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stockare also outstanding. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated StockholdersInvestors’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 2 contracts

Samples: English Warrant Agreement (Nutanix, Inc.), English Warrant Agreement (Nutanix, Inc.)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Applicable Preferred Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Applicable Preferred Stock were issued in full compliance with all Federal and state securities laws. In addition addition, as of the Effective Date: Your authorized capital consists of (iA) 105,608,000 89,955,560 shares of Class A Common Stock, of which 12,027,455 3,022,980 shares of Common Stock are issued and outstanding, (iiB) 14,100,000 44,440 shares of Class B Common Stock, of which all shares are issued and outstanding, (C) 18,000,000 shares of Series A Preferred Stock, of which 13,650,000 17,776,000 shares are issued and outstanding, (iiiD) 12,150,000 285,714 shares of Series X Preferred Stock, none of which are issued and outstanding, (E) 31,874,999 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 30,803,570 shares are issued and outstanding, and (viiF) 19,908,000 26,250,003 shares of Series F B-1 Preferred Stock, none of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 6,300,000 shares of Common Stock (such amount to be automatically increased to 8,800,000 shares upon the Milestone Closing (as defined in Your Series B Purchase Agreement) for issuance under Your Stock Incentive Plan, under which 7,264,503 1,790,000 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, and except for (a) Warrants to Purchase Stock issued to Silicon Valley Bank to purchase an aggregate of 70,048 shares of Series A Preferred Stock, (b) the Warrant to Purchase Preferred Stock issued to Kwacker Limited to purchase an aggregate of 55,000 shares of Series B Preferred Stock and (c) the Plain English Warrant dated as of even date issued to Us to purchase up to 28,839 shares of Series B Preferred Stock (subject to adjustment on the terms and conditions provided for therein), there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Investor Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders shareholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 1 contract

Samples: OncoMed Pharmaceuticals Inc

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Applicable Preferred Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Applicable Preferred Stock were issued in full compliance with all Federal and state securities laws. In addition addition, as of the Effective Date: Your authorized capital consists of (iA) 105,608,000 98,171,522 shares of Class A Common Stock, of which 12,027,455 3,009,647 shares of Common Stock are issued and outstanding, (iiB) 14,100,000 44,440 shares of Class B Common Stock, of which all shares are issued and outstanding, (C) 18,000,000 shares of Series A Preferred Stock, of which 13,650,000 17,776,000 shares are issued and outstanding, (iiiD) 12,150,000 285,714 shares of Series X Preferred Stock, none of which are issued and outstanding, (E) 31,874,999 shares of Series B Preferred Stock, of which 11,803,284 30,803,570 shares are issued and outstanding, (ivF) 9,000,000 26,250,003 shares of Series C B-1 Preferred Stock, none of which 8,968,604 shares are issued and outstanding, outstanding and (vG) 10,700,000 8,215,962 shares of Series D B-2 Preferred Stock, all of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 8,800,000 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 (i) 1,209,667 shares of Class A Common Stock have been issued pursuant to restricted stock purchase agreements and/or the exercise of outstanding options and remain outstanding, (ii) options to purchase 6,809,749 shares of Class A Common Stock have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 , and (iii) 780,584 shares of Series Class A Preferred StockCommon Stock remain available for future issuance to officers, 183,748 shares directors and employees of Series D Preferred Stockthe Company pursuant to the Company’s Stock Incentive Plan, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stockas amended. Except as otherwise provided in this Warrant Agreement and as noted above, and except for (a) Warrants to Purchase Stock issued to Silicon Valley Bank to purchase an aggregate of 70,048 shares of Series A Preferred Stock, (b) the Warrant to Purchase Preferred Stock issued to Kwacker Limited to purchase an aggregate of 55,000 shares of Series B Preferred Stock and (c) the Plain English Warrants issued to Us, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Investor Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders shareholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 1 contract

Samples: OncoMed Pharmaceuticals Inc

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your authorized capital consists of (iA) 105,608,000 105,700,000 shares of Common Stock, of which 12,027,455 12,649,640 shares of Common Stock are issued and outstanding, (iiB) 14,100,000 31,250,000 shares of Series A Preferred Stock, of which 13,650,000 31,249,991 shares are issued and outstanding, (iiiC) 12,150,000 19,288,150 shares of Series B Preferred Stock, of which 11,803,284 19,198,194 shares are issued and outstanding, outstanding and (ivD) 9,000,000 24,700,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 23,450,790 shares are issued and outstanding. As of December 31, 2018, You have reserved 14,493,334 19,968,000 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 16,440,521 options have been granted and are currently were outstanding. In addition You have warrants outstanding to purchase up to 424,342 reserved 754,573 shares of Common Stock for a warrant agreement, 89,956 shares of Series A B Preferred Stock, 183,748 Stock for a warrant agreement and 248,385 shares of Series D Preferred Stock, 4,468,854 shares of Series E C Preferred Stock and 263,261 shares of Series F Preferred Stockfor a warrant agreement. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated StockholdersInvestors’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 1 contract

Samples: English Warrant Agreement (Personalis, Inc.)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Applicable Preferred Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Applicable Preferred Stock were issued in full compliance with all Federal and state securities laws. In addition addition, as of the Effective Date: Your authorized capital consists of (iA) 105,608,000 89,955,560 shares of Class A Common Stock, of which 12,027,455 3,022,980 shares of Common Stock are issued and outstanding, (iiB) 14,100,000 44,440 shares of Class B Common Stock, of which all shares are issued and outstanding, (C) 18,000,000 shares of Series A Preferred Stock, of which 13,650,000 17,776,000 shares are issued and outstanding, (iiiD) 12,150,000 285,714 shares of Series X Preferred Stock, none of which are issued and outstanding, (E) 31,874,999 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 30,803,570 shares are issued and outstanding, and (viiF) 19,908,000 26,250,003 shares of Series F B-1 Preferred Stock, none of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 6,300,000 shares of Common Stock (such amount to be automatically increased to 8,800,000 shares upon the Milestone Closing (as defined in Your Series B Purchase Agreement)) for issuance under Your Stock Incentive Plan, under which 7,264,503 1,790,000 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, and except for (a) Warrants to Purchase Stock issued to Silicon Valley Bank to purchase an aggregate of 70,048 shares of Series A Preferred Stock, (b) the Warrant to Purchase Preferred Stock issued to Kwacker Limited to purchase an aggregate of 55,000 shares of Series B Preferred Stock and (c) the Plain English Warrant dated as of even date issued to Us to purchase up to 43,392 shares of Series B Preferred Stock (subject to adjustment on the terms and conditions provided for therein), there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Investor Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders shareholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 1 contract

Samples: OncoMed Pharmaceuticals Inc

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Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. , All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your As of the date of this Warrant Agreement, your authorized capital consists of (iA) 105,608,000 18,200,000 shares of Common Stock, of which 12,027,455 5,722,185 shares are issued and outstanding, and (B) 9,907,839 shares of Common Stock preferred stock. Of the authorized shares of preferred stock, (i) 1,400,000 shares are designated Series A Preferred Stock, of which 792,913 shares are issued and outstanding, (ii) 14,100,000 1,570,873 shares of are designated Series A A-1 Preferred Stock, all of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 1,250,000 shares of are designated Series B Preferred Stock, of which 11,803,284 1,128,431 shares are issued and outstanding, (iv) 9,000,000 1,243,447 shares of are designated Series C Preferred Stock, of which 8,968,604 1,217,230 shares are issued and outstanding, (v) 10,700,000 3,431,522 shares of are designated Series D Preferred Stock, of which 9,481,998 3,407,012 shares are issued and outstanding, (vi) 16,500,000 808,598 shares of are designated Series E D-1 Preferred Stock, all of which 11,342,180 shares are issued and outstanding, outstanding and (vii) 19,908,000 203,399 shares of are designated Series F 1 Preferred Stock, all of which 18,061,055 shares are issued and outstanding. You As of the date of this Warrant Agreement, you have reserved 14,493,334 (a) 9,907,839 shares of Common Stock issuable upon conversion of the preferred stock, (b) 2,373,188 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 (i) 1,237,344 options are outstanding, (ii) 631,450 options remain available for grant and (iii) 504,394 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 exercised, (b) 16,854 shares of Series A C Preferred Stock, 183,748 Stock for issuance upon exercise of outstanding warrants to purchase Series C Preferred Stock and (c) 24,510 shares of Series D Preferred Stock, 4,468,854 shares Stock for issuance upon exercise of outstanding warrants to purchase Series E Preferred Stock and 263,261 shares of Series F D Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Investor’s Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 1 contract

Samples: English Warrant Agreement (Etsy Inc)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date, in all material respects: Your authorized capital as of October 28, 2014, consists of (iA) 105,608,000 97,650,000 shares of Class A Common Stock, of which 12,027,455 15,796,294 shares of Common Stock are issued and outstanding, (iiB) 14,100,000 3,000 shares of Class B Common Stock, all of which are outstanding, (C) 25,274,181 shares of Series A Preferred Stock, all of which 13,650,000 shares are issued and outstanding, (iiiD) 12,150,000 17,622,476 shares of Series B Preferred Stock, all of which 11,803,284 shares are issued and outstanding, (ivE) 9,000,000 5,995,347 shares of Series C Preferred Stock, all of which 8,968,604 shares are issued outstanding and outstanding, (vF) 10,700,000 9,488,372 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 9,302,326 shares are issued and outstanding. You have reserved 14,493,334 5,219,750 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 options have been granted and to purchase 5,219,750 shares are currently outstanding. You have warrants outstanding reserved 32,600,000 shares of Common Stock for issuance under Your Stock Incentive Plan, under which options to purchase up to 424,342 16,602,457 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stockare currently outstanding. Except as otherwise provided in this Warrant Agreement Agreement, warrants to purchase 75,000 shares of the Company’s Class A Common Stock, and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Investor Rights Agreement Agreement, dated as of October 29, 2010 the date of this Warrant Agreement (as may be amended and/or restated from time to time the “Stockholders’ Investor Rights Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 1 contract

Samples: English Warrant Agreement (Medallia, Inc.)

Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Applicable Preferred Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Applicable Preferred Stock were issued in full compliance with all Federal and state securities laws. In addition addition, as of the Effective Date: Your authorized capital consists of (iA) 105,608,000 142,675,102 shares of Class A Common Stock, of which 12,027,455 5,142,713 shares of Common Stock are issued and outstanding, (iiB) 14,100,000 44,440 shares of Class B Common Stock, of which all shares are issued and outstanding, (C) 18,000,000 shares of Series A Preferred Stock, of which 13,650,000 17,776,000 shares are issued and outstanding, (iiiD) 12,150,000 285,714 shares of Series X Preferred Stock, none of which are issued and outstanding, (E) 31,874,999 shares of Series B Preferred Stock, of which 11,803,284 30,803,570 shares are issued and outstanding, (ivF) 9,000,000 61,605,525 shares of Series C B-1 Preferred Stock, of which 8,968,604 shares 25,367,648 are issued and outstanding, (vG) 10,700,000 8,215,962 shares of Series D B-2 Preferred Stock, Stock of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 shares 6,647,058 are issued and outstanding. You have reserved 14,493,334 11,300,000 shares of Common Stock for issuance under Your Stock Incentive PlanStock, under which 7,264,503 (i) 3,342,733 shares of Class A Common Stock have been issued pursuant to restricted stock purchase agreements and/or the exercise of outstanding options and (ii) options to purchase 5,241,964 shares of Class A Common Stock have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 , and (iii) 2,715,303 shares of Series Class A Preferred StockCommon Stock remain available for future issuance to officers, 183,748 shares directors and employees of Series D Preferred Stockthe Company pursuant to the Company’s Stock Incentive Plan, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stockas amended. Except as otherwise provided in this Warrant Agreement and as noted above, and except for (a) Warrants to Purchase Stock issued to Silicon Valley Bank to purchase an aggregate of 70,048 shares of Series A Preferred Stock, (b) the Warrant to Purchase Preferred Stock issued to Kwacker Limited to purchase an aggregate of 55,000 shares of Series B Preferred Stock and (c) the Plain English Warrants issued to Us (subject to adjustment on the terms and conditions provided for therein), there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Investor Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders shareholders do not have preemptive rights to purchase new issuances of Your capital stock.

Appears in 1 contract

Samples: OncoMed Pharmaceuticals Inc

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