Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror is $55,500.00 divided into (i) 500,000,000 shares of Acquiror Class A Common Stock, 23,000,000 of which are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 shares of Acquiror Class B Common Stock, of which 5,750,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 preference shares of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.
Capitalization of Acquiror. (a) As of the date of this Agreement, the authorized share capital of Acquiror consists of (i) 400,000 shares of Acquiror Preferred Stock, none of which is issued or outstanding as of the date of this Agreement, (ii) 20,000,000 shares of Acquiror Class A Common Stock, 8,461,392 of which are issued and outstanding as of the date of this Agreement, (iii) 100,000 shares of Acquiror Class B Common Stock, none of which is issued or outstanding as of the date of this Agreement. The foregoing represents all of the issued and outstanding shares of Acquiror Stock as of the date of this Agreement. All issued and outstanding shares of Acquiror Stock (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.
Capitalization of Acquiror. (a) As of the date of this Agreement, and without taking into effect the issuance of the Forward Purchase Securities, the authorized capital stock of Acquiror consists of (i) 100,000,000 shares of Acquiror Class A Common Stock, of which 34,500,000 are issued and outstanding, (ii) 10,000,000 shares of Acquiror Class B Common Stock, of which 8,625,000 are issued and outstanding and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share, of Acquiror, of which no shares are issued and outstanding. The foregoing represents all of the issued and outstanding shares of capital stock of Acquiror as of the date of this Agreement. In addition, (x) 8,625,000 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Public Warrants, (y) 6,266,667 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Acquiror Private Warrants and (z) up to 1,000,000 shares of Acquiror Class A Common Stock are issuable upon the exercise of the Working Capital Warrants. All issued and outstanding shares of Acquiror Class A Common Stock (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including Securities Laws, and all requirements set forth in (A) Acquiror’s Governing Documents, and (B) any other applicable Contracts governing the issuance of such Equity Interests; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or similar right under any provision of any applicable Law or any Contract to which Acquiror is a party or otherwise bound (other than transfer restrictions under applicable Securities Laws and Acquiror’s Governing Documents); and (iv) are free and clear of any Liens (other than such Liens as created by applicable Securities Laws). All shares of capital stock of Acquiror are uncertificated, book-entry Equity Interests.
Capitalization of Acquiror. Except as set forth on Section 5.12 of the Acquiror Disclosure Letter:
Capitalization of Acquiror. (a) The authorized capital stock of Acquiror consists of 90,000,000 Acquiror Shares. As of the date hereof, Acquiror has outstanding (i) 34,704,955 Acquiror Shares and no preferred shares (no Acquiror Shares were held in treasury and no Acquiror Shares were owned by any Acquiror Subsidiary) and (ii) stock options to purchase an aggregate of 5,734,301 Acquiror Shares (of which 1,493,497 were vested and exercisable). All outstanding Acquiror shares have been duly authorized and validly issued and are fully paid, non-assessable and free of statutory preemptive rights. As of the date hereof, 6,664,995 Acquiror shares were reserved for issuance upon exercise of options issued and outstanding pursuant to stock option plans of Acquiror.
Capitalization of Acquiror. (a) The authorized capital stock of Acquiror consists of (i) 25,000,000 shares of Acquiror Common Stock, and (ii) 10,000,000 shares of preferred stock, no par value per share. As of the date of this Agreement, (i) 10,479,219 shares of Acquiror Common Stock are issued and outstanding, and are duly authorized, validly issued, fully-paid and non- assessable and not subject to preemptive rights created by statute, Law, Acquiror's Articles of Incorporation or By- Laws or any agreement to which Acquiror is a party or is bound, (ii) approximately 3,111,905 shares of Acquiror Common Stock were reserved for future issuance pursuant to stock options, warrants and awards issued to certain officers, employees, consultants, directors and affiliates of Acquiror, and (iii) approximately 510,426 shares of Acquiror Common Stock were issued and outstanding pursuant to the terms and conditions of those certain agreements described in Section 4.03(a) of the Acquiror Disclosure Schedule, a significant portion of which are subject to set- off or cancellation in accordance with the terms and provisions of such agreements, and therefore may not be fully-paid and non-assessable. As of the date of this Agreement, no shares of Acquiror preferred stock were outstanding.
Capitalization of Acquiror. The authorized capital stock of Acquiror consists of 150,000,000 shares of Acquiror Common Stock and 5,000,000 shares of Preferred Stock, par value $0.0001 per share. The shares of Acquiror Common Stock to be issued in connection with the Merger will, upon such issuance, be duly authorized, validly issued, fully paid, and non-assessable.
Capitalization of Acquiror. As of the date hereof, the authorized and outstanding capital stock, Option Securities and Convertible Securities of Acquiror is as set forth in Section 4.3 of the Acquiror Disclosure Schedule. All of such outstanding capital stock has been duly authorized and validly issued, is fully paid and nonassessable and is not subject to any preemptive or similar rights. When issued to the Stockholders in connection with the Merger, the Acquiror Stock will be duly authorized, validly issued, fully paid and nonassessable and will not be subject to any preemptive or similar rights.
Capitalization of Acquiror. (a) Section 5.8(a) of the Acquiror Disclosure Schedules sets forth a true and complete statement of the number and class or series (as applicable) of the issued and outstanding Acquiror Shares and the Acquiror Warrants as of the date hereof. All outstanding Equity Securities of Acquiror as of the date hereof have been duly authorized and validly issued and are fully paid and non-assessable. Such Equity Securities (i) were not issued in violation of the Governing Documents of Acquiror and (ii) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under the Securities Act or under the Governing Documents of Acquiror) and were not issued in violation of any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person. Except for the Acquiror Shares and Acquiror Warrants (including fractional Acquiror Warrants) set forth on Section 5.8(a) of the Acquiror Disclosure Schedules, immediately prior to Closing, there shall be no other Equity Securities of Acquiror issued and outstanding.
Capitalization of Acquiror. The authorized capital stock of Acquiror consists of 100,000,000 shares of Acquiror common stock, par value $0.001 per share, of which there were issued and outstanding 46,844,867 shares as of June 30, 2008, and 5,000,000 shares of Acquiror preferred stock, par value $0.01 per share, none of which is issued and outstanding. As of June 30, 2008, investment funds affiliated with Austin Ventures beneficially held 36,481,999 shares of Acquiror Stock. All outstanding shares of Acquiror Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or Encumbrances other than any liens or Encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Organizational Documents of Acquiror, or any agreement to which Acquiror is a party or by which it is bound. Except for the rights created pursuant to this Agreement and the Notes, there are no other options, warrants, calls, rights, commitments or agreements of any character (other than options and other rights granted to employees and consultants in accordance with Acquiror’s equity incentive plans) to which Acquiror is a party or by which it is bound, obligating Acquiror to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Acquiror or obligating Acquiror to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. The issuance of the Notes or the Note Shares will not obligate Acquiror to issue shares of Acquiror Stock or other securities to any other Person and will not result in a right of any holder of Acquiror securities to adjust the exercise, conversion, exchange or reset price under any of such securities. No further approval or authorization of any stockholder, the Board of Directors of Acquiror or others is required for the issuance and sale of the Notes or the Note Shares. The Acquiror has reserved from its duly authorized capital stock the maximum number of Note Shares.
