Common use of Options, Warrants, Reserved Shares Clause in Contracts

Options, Warrants, Reserved Shares. As of the Effective Date, 80,000,000 shares of Class A Common Stock are reserved for issuance under the Company’s 2007 Equity and Incentive Plan under which (A) options to purchase 35,799,411 shares of Class A Common Stock at an exercise price of $23.00 per share are outstanding and (B) 452,676 restricted stock units are outstanding. As of the Closing, the Company will have designated 9,500,000 shares of its preferred stock as Series A Preferred Stock (the “Series A Preferred Stock”) subject to issuance upon the exchange of the Class A Common Stock pursuant to Section 12(a) of the Investor Rights Agreement. Except as set forth in this Section 4.2 and except for (i) the rights of conversion of the Class B Common Stock, (ii) the right to effect the exchange of Class A Common Stock for Series A Preferred Stock pursuant to Section 12(a) of the Investor Rights Agreement, (iii) the rights of conversion of the Series A Preferred Stock and (iv) options, restricted stock units and restricted stock awards issued pursuant to the Company’s 2007 Equity and Incentive Plan since the Effective Date, there are no options, warrants, conversion privileges or other rights or agreements with respect to the issuance thereof, presently outstanding obligating the Company to issue or sell any of the capital stock of the Company. Except (x) as described in this Section 4.2 or in the Investor Rights Agreement and (y) repurchase rights in respect of director options, no shares (including the Shares, the Exchange Shares and the Conversion Shares) of the Company’s outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding options or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such stock (whether in favor of the Company or any other person), pursuant to any agreement or commitment to which the Company is a party or of which the Company has actual knowledge.

Options, Warrants, Reserved Shares. As of the Effective Date, 80,000,000 79,880,000 shares of Class A Common Stock are reserved for issuance under the Company’s 2007 Equity and Incentive Plan under which (A) options to purchase 35,799,411 35,679,411 shares of Class A Common Stock at an exercise price of $23.00 per share and options to purchase 365,740 shares of Class A Common Stock at an exercise price of $25.00 per share are outstanding and (B) 452,676 537,676 restricted stock units are outstanding. As of the Closing, the Company will have designated 9,500,000 shares of its preferred stock as Series A Preferred Stock (the “Series A Preferred Stock”) subject to issuance upon the exchange of the Class A Common Stock pursuant to Section 12(a) of the Investor Rights Agreement. Except as set forth in this Section 4.2 and except for (i) the rights of conversion of the Class B Common Stock, (ii) the right to effect the exchange of Class A Common Stock for Series A Preferred Stock (“Series A Preferred Stock”) pursuant to Section 12(a) of the Investors Rights Agreement by and between the Company and Intel Capital Corporation (the “Intel Investor Rights Agreement”), (iii) the rights of conversion of the Series A Preferred Stock and (iv) options, restricted stock units and restricted stock awards issued pursuant to the Company’s 2007 Equity and Incentive Plan since the Effective Date, there are no options, warrants, conversion privileges or other rights or agreements with respect to the issuance thereof, presently outstanding obligating the Company to issue or sell any of the capital stock of the Company. Except (x) as described in this Section 4.2 or in the Intel Investor Rights Agreement and (y) repurchase rights in respect of director options, no shares (including the Shares, the Exchange Shares and the Conversion Shares) of the Company’s outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding options or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such stock (whether in favor of the Company or any other person), pursuant to any agreement or commitment to which the Company is a party or of which the Company has actual knowledge.

Options, Warrants, Reserved Shares. As of the Effective Date, 80,000,000 shares of Class A Common Stock are reserved for issuance under the Company’s 2007 Equity and Incentive Plan under which (A) options to purchase 35,799,411 shares of Class A Common Stock at an exercise price of $23.00 per share are outstanding and (B) 452,676 restricted stock units are outstanding. As of the Closing, the Company will have designated 9,500,000 shares of its preferred stock as Series A Preferred Stock (the “Series A Preferred Stock”) subject to issuance upon the exchange of the Class A Common Stock pursuant to Section 12(a) of the Investor Rights Agreement. Except as set forth in this Section 4.2 and except for (i) 4,835,000 shares of Common Stock issuable upon the rights exercise of conversion options outstanding as of the Class B Common StockDecember 31, 1997, (ii) the right to effect the exchange an aggregate of Class A 1,303,000 shares of Common Stock reserved for Series A Preferred issuance as of such date for future grants or sale under the Company's 1995 Equity Incentive Plan, 1996 Equity Incentive Plan, 1996 Directors Plan and 1996 Employee Stock pursuant to Section 12(a) of Purchase Plan (the Investor Rights Agreement"Plans"), (iii) 95,122 shares of Common Stock issuable upon the rights exercise of conversion outstanding warrants to purchase Common Stock as of the Series A Preferred Stock and such date, (iv) options325,000 shares of Common Stock issuable upon conversion of Series E-3 Convertible of Preferred Stock issuable upon the exercise of a warrant, restricted stock units and restricted stock awards issued pursuant to (v) 166,667 shares of Common Stock issuable upon the Company’s 2007 Equity and Incentive Plan since the Effective Dateconversion of a Convertible Promissory Note with Itochu Corporation, there are no not outstanding any options, warrants, rights (including conversion privileges or other rights preemptive rights) or agreements with respect to for the issuance thereof, presently outstanding obligating purchase or acquisition from the Company to issue or sell of any shares of the its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's capital stock. Except (x) as described in this Section 4.2 or in the Investor Rights Agreement and (y) for any stock repurchase rights in respect of director optionsthe Company under the Plans, no shares (including the Shares, the Exchange Shares and the Conversion Shares) of the Company’s 's outstanding capital stock, or stock issuable upon exercise exercise, conversion or exchange of any outstanding options options, warrants or rights, or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such stock (whether in favor of the Company or any other person), pursuant to any agreement agreement, commitment or commitment to which other obligation of the Company is a party or of which the Company has actual knowledgeCompany.

Options, Warrants, Reserved Shares. As Except for (i) the ---------------------------------- conversion privileges of the Effective DateSeries A Stock, 80,000,000 the Series B Stock, the Series C Stock and the Series D Stock, (ii) the 15,200,000 shares of Class A Common Stock are reserved for issuance under the Company’s 2007 's 1999 Equity and Incentive Plan (under which (A) options to purchase 35,799,411 9,682,883 shares of Class A Common Stock at an exercise price of $23.00 per share are outstanding and (B) 452,676 restricted stock units are currently outstanding. As of the Closing, the Company will have designated 9,500,000 shares of its preferred stock as Series A Preferred Stock (the “Series A Preferred Stock”) subject to issuance upon the exchange of the Class A Common Stock pursuant to Section 12(a) of the Investor Rights Agreement. Except as set forth in this Section 4.2 and except for (i) the rights of conversion of the Class B Common Stock, (ii) the right to effect the exchange of Class A Common Stock for Series A Preferred Stock pursuant to Section 12(a) of the Investor Rights Agreement), (iii) the rights 7,361,317 shares of conversion of Common Stock reserved for issuance under the Series A Preferred Stock Company's 2000 Equity Incentive Plan (under which no options to purchase shares have been granted or are currently outstanding), and (iv) optionswarrants to purchase 238,775 shares of Series C Stock and 75,000 shares of Series D Stock, restricted there is no outstanding option, warrant, right (including conversion or preemptive rights) or agreement for the purchase or acquisition from the Company of any shares of its capital stock units and restricted stock awards issued pursuant to or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company’s 2007 Equity 's capital stock. Apart from the exceptions noted in this Section 3.2(c), and Incentive Plan since the Effective Date, there are no options, warrants, conversion privileges or other except for rights or agreements with respect to the issuance thereof, presently outstanding obligating of first refusal held by the Company to issue or sell any purchase shares of its stock issued under stock purchase agreements and the capital stock Company's 1999 Equity Incentive Plan and 2000 Equity Incentive Plan (the "Plans"), no shares of the Company. Except (x) as described in this Section 4.2 or in the Investor Rights Agreement and (y) repurchase rights in respect of director options, no shares (including the Shares, the Exchange Shares and the Conversion Shares) of the Company’s 's outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding options options, warrants or rights, or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such stock (whether in favor of the Company or any other person), pursuant to any agreement or commitment to which of the Company is a party or Company. As of which the Company has actual knowledgeClosing under the terms of the Restated Articles, each outstanding share of Series A Stock shall be convertible into four shares of Common Stock, each outstanding share of Series B Stock shall be convertible into four shares of Common Stock, each outstanding share of Series C Stock shall be convertible into two shares of Common Stock and each outstanding share of Series D Stock shall be convertible into one share of Common Stock.

Options, Warrants, Reserved Shares. As of the Effective Date, 80,000,000 shares of Class A Common Stock are reserved for issuance under the Company’s 2007 Equity and Incentive Plan under which (A) options to purchase 35,799,411 shares of Class A Common Stock at an exercise price of $23.00 per share are outstanding and (B) 452,676 restricted stock units are outstanding. As of the Closing, the Company will have designated 9,500,000 shares of its preferred stock as Series A Preferred Stock (the “Series A Preferred Stock”) subject to issuance upon the exchange of the Class A Common Stock pursuant to Section 12(a) of the Investor Rights Agreement. Except as set forth in this Section 4.2 and except for for: (i) the rights of conversion ---------------------------------- privileges of the Class B Common Series A Stock and the Series 1 Stock, (ii) the right options to effect the exchange purchase 4,218,559 shares of Class A Common Stock and 4,218,559 shares of Common Stock reserved for Series A Preferred Stock pursuant to Section 12(a) of issuance upon the Investor Rights Agreementexercise thereof, (iii) the rights 411,058 additional shares of conversion Common Stock of the Series A Preferred Company reserved for future issuance under the Company's 1995 Combined Incentive and Nonqualified Stock Option Plan (the "OPTION PLAN"), and (iv) optionsthe proposed issuance of up to 50,000 shares of Series 1 Stock (of which shares, restricted stock units 37,500 will be validly issued, outstanding, fully paid and restricted stock awards issued pursuant nonassessable as at Closing) to certain of the Company’s 2007 Equity and Incentive Plan since the Effective Date's vendors, there are no not outstanding any options, warrants, rights (including conversion privileges or other rights preemptive rights) or agreements with respect for the purchase or acquisition from the Company of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's capital stock. Apart from the exceptions noted in this Section 3.2(c), and except for rights of first refusal and rights of repurchase held by the Company to repurchase shares of its Common Stock issued under Stock Issuance and Restriction Agreements relating to the issuance thereofof 8,100 shares of Common Stock and to 37,500 shares of Series 1 Stock (the "STOCK ISSUANCE AND RESTRICTION AGREEMENTS"), presently outstanding obligating rights of first refusal and repurchase rights held by the Company to issue or sell any purchase shares of its stock issued under the capital stock Option Plan and the rights granted in the Investor's Rights Agreement, no shares of the Company. Except (x) as described in this Section 4.2 or in the Investor Rights Agreement and (y) repurchase rights in respect of director options, no shares (including the Shares, the Exchange Shares and the Conversion Shares) of the Company’s 's outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding options options, warrants or rights, or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such stock (whether in favor of the Company or any other person), pursuant to any agreement or commitment to which of the Company is a party or of which the Company has actual knowledgeCompany.

Options, Warrants, Reserved Shares. As of the Effective Date, 80,000,000 date hereof (i) 143,770 shares of Class A Common Stock are reserved for issuance on conversion of the Series A Shares currently outstanding, (ii) 4,323,308 shares of Common Stock are reserved for issuance on conversion of the aggregate of 230,000 Series B Shares to be issued pursuant to this Agreement and the Additional Series B Stock Purchase Agreement, (iii) 1,704,555 shares of Common Stock are reserved for issuance on exercise of currently outstanding Company Options or Company Options or equity awards that may be granted in the future under the Company’s 2007 Equity and Incentive Plan under which (A) options to purchase 35,799,411 shares of Class A Common Stock at an exercise price of $23.00 per share are outstanding and (B) 452,676 restricted stock units are outstanding. As of the Closing, the Company will have designated 9,500,000 shares of its preferred stock as Series A Preferred Stock shareholder-approved equity incentive plans (the “Series A Preferred StockCompany Incentive Shares”), and (iv) subject to 808,270 shares of Common Stock are reserved for issuance upon the exchange on exercise of the Class A Common Stock pursuant to Section 12(a) of the Investor Rights AgreementPurchase Warrants. Except as set forth in this Section 4.2 and except for (i) the rights of conversion of preceding sentence or in the Class Additional Series B Common StockStock Purchase Agreement, (ii) the right to effect the exchange of Class A Common Stock for Series A Preferred Stock pursuant to Section 12(a) of Purchase Agreement or the Investor Rights Agreement, (iii) the rights of conversion of the Series A Preferred Stock and (iv) options, restricted stock units and restricted stock awards issued pursuant to the Company’s 2007 Equity and Incentive Plan since the Effective DateAgreements, there are no outstanding options, warrants, rights (including conversion privileges or other rights preemptive rights) or agreements with respect to for the issuance thereof, presently outstanding obligating purchase or acquisition from the Company to issue or sell any of the its Subsidiaries of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company’s capital stock or that of any of its Subsidiaries. Except (x) as described in this Section 4.2 or set forth in the Investor Rights Agreements, the Additional Series B Stock Purchase Agreement and (y) repurchase rights in respect of director optionsthe Common Stock Purchase Agreement, no shares (including the Shares, the Exchange Shares and the Conversion Shares) of the Company’s outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding options options, warrants or rights, or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such stock (whether in favor of or the Company or any other person), pursuant to any agreement or commitment to which of the Company is a party or of which the Company has actual knowledgeCompany.

Options, Warrants, Reserved Shares. As of the Effective Date, 80,000,000 date hereof (i) 143,770 shares of Class A Common Stock are reserved for issuance on conversion of the 11,000 Series A Shares currently outstanding, (ii) 4,323,308 shares of Common Stock are reserved for issuance on conversion of the aggregate of 230,000 Series B Shares to be issued pursuant to the Series B Stock Purchase Agreement and the Additional Series B Stock Purchase Agreement, (iii) 1,704,555 shares of Common Stock are reserved for issuance on exercise of currently outstanding Company Options or Company Options or equity awards that may be granted in the future under the Company’s 2007 Equity and Incentive Plan under which (A) options to purchase 35,799,411 shares of Class A Common Stock at an exercise price of $23.00 per share are outstanding and (B) 452,676 restricted stock units are outstanding. As of the Closing, the Company will have designated 9,500,000 shares of its preferred stock as Series A Preferred Stock shareholder-approved equity incentive plans (the “Series A Preferred StockCompany Incentive Shares”), and (iv) subject to 808,270 shares of Common Stock are reserved for issuance upon the exchange on exercise of the Class A Common Stock pursuant to Section 12(a) of the Investor Rights AgreementWarrants. Except as set forth in this Section 4.2 and except for (i) the rights of conversion of preceding sentence or in the Class Series B Common StockStock Purchase Agreement, (ii) the right to effect the exchange of Class A Common Additional Series B Stock for Series A Preferred Stock pursuant to Section 12(a) of Purchase Agreement or the Investor Rights Agreement, (iii) the rights of conversion of the Series A Preferred Stock and (iv) options, restricted stock units and restricted stock awards issued pursuant to the Company’s 2007 Equity and Incentive Plan since the Effective DateAgreements, there are no outstanding options, warrants, rights (including conversion privileges or other rights preemptive rights) or agreements with respect to for the issuance thereof, presently outstanding obligating purchase or acquisition from the Company to issue or sell any of the its Subsidiaries of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company’s capital stock or that of any of its Subsidiaries. Except (x) as described in this Section 4.2 or set forth in the Investor Rights Agreements, the Series B Stock Purchase Agreement and (y) repurchase rights in respect of director optionsthe Additional Series B Stock Purchase Agreement, no shares (including the Shares, the Exchange Shares and the Conversion Shares) of the Company’s outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding options options, warrants or rights, or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such stock (whether in favor of or the Company or any other person), pursuant to any agreement or commitment to which of the Company is a party or of which the Company has actual knowledgeCompany.

Options, Warrants, Reserved Shares. As of the Effective Date, 80,000,000 date hereof (i) 143,770 shares of Class A Common Stock are reserved for issuance on conversion of the 11,000 Series A Shares currently outstanding, (ii) 4,323,308 shares of Common Stock are reserved for issuance on conversion of the aggregate of 230,000 Series B Shares to be issued pursuant to the Series B Stock Purchase Agreement and this Agreement, (iii) 1,704,555 shares of Common Stock are reserved for issuance on exercise of currently outstanding Company Options or Company Options or equity awards that may be granted in the future under the Company’s 2007 Equity and Incentive Plan under which (A) options to purchase 35,799,411 shares of Class A Common Stock at an exercise price of $23.00 per share are outstanding and (B) 452,676 restricted stock units are outstanding. As of the Closing, the Company will have designated 9,500,000 shares of its preferred stock as Series A Preferred Stock shareholder-approved equity incentive plans (the “Series A Preferred StockCompany Incentive Shares”), and (iv) subject to 808,270 shares of Common Stock are reserved for issuance upon the exchange on exercise of the Class A Common Stock pursuant to Section 12(a) of the Investor Rights AgreementPurchase Warrants. Except as set forth in this Section 4.2 and except for (i) the rights of conversion of preceding sentence or in the Class Series B Common StockStock Purchase Agreement, (ii) the right to effect the exchange of Class A Common Stock for Series A Preferred Stock pursuant to Section 12(a) of Purchase Agreement or the Investor Rights Agreement, (iii) the rights of conversion of the Series A Preferred Stock and (iv) options, restricted stock units and restricted stock awards issued pursuant to the Company’s 2007 Equity and Incentive Plan since the Effective DateAgreements, there are no outstanding options, warrants, rights (including conversion privileges or other rights preemptive rights) or agreements with respect to for the issuance thereof, presently outstanding obligating purchase or acquisition from the Company to issue or sell any of the its Subsidiaries of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company’s capital stock or that of any of its Subsidiaries. Except (x) as described in this Section 4.2 or set forth in the Investor Rights Agreements, the Series B Stock Purchase Agreement and (y) repurchase rights in respect of director optionsthe Common Stock Purchase Agreement, no shares (including the Shares, the Exchange Shares and the Conversion Shares) of the Company’s outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding options options, warrants or rights, or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such stock (whether in favor of or the Company or any other person), pursuant to any agreement or commitment to which of the Company is a party or of which the Company has actual knowledgeCompany.

Options, Warrants, Reserved Shares. As of the Effective Date, 80,000,000 date hereof (i) 2,105,263 shares of Class A Common Stock are reserved for issuance on conversion of Series B-1 Shares and Series B-2 Shares (collectively, the “Series B Shares”), (ii) 1,566,965 shares of Common Stock are reserved for issuance on exercise of currently outstanding Company Options under the Company shareholder-approved equity incentive plans (“Equity Incentive Plans”), (iii) 115,494 shares of Common Stock are available for future grants of Options or other equity awards under Company Equity Incentive Plans, and (iv) 761,278 shares of Common Stock are reserved for issuance on exercise of outstanding stock purchase warrants. There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company’s 2007 Equity and Incentive Plan under which (A) options to purchase 35,799,411 shares capital stock or that of Class A Common Stock at an exercise price of $23.00 per share are outstanding and (B) 452,676 restricted stock units are outstanding. As of the Closing, the Company will have designated 9,500,000 shares any of its preferred stock Subsidiaries, except as Series A Preferred Stock (set forth in the “Series A Preferred Stock”) subject to issuance upon the exchange of the Class A Common Stock pursuant to Section 12(a) of preceding sentence, the Investor Rights AgreementAgreements (as defined in Section 1.1 above), and except for the provisions of the Series C Certificate of Determination which provide that on certain sales or transfers of Series C Shares, such Shares will automatically convert into shares of Common Stock. Except as set forth in this Section 4.2 and except for (i) the rights of conversion of the Class B Common Stock, (ii) the right to effect the exchange of Class A Common Stock for Series A Preferred Stock pursuant to Section 12(a) of the Investor Rights Agreement, (iii) the rights of conversion of the Series A Preferred Stock and (iv) options, restricted stock units and restricted stock awards issued pursuant to the Company’s 2007 Equity and Incentive Plan since the Effective Date, there are no options, warrants, conversion privileges or other rights or agreements with respect to the issuance thereof, presently outstanding obligating the Company to issue or sell any of the capital stock of the Company. Except (x) as described in this Section 4.2 or in the Investor Rights Agreement and (y) repurchase rights in respect of director optionsAgreements, no shares (including the Shares, the Exchange Shares and the Conversion Shares) of the Company’s outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding options options, warrants or rights, or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such stock (whether in favor of or the Company or any other person), pursuant to any agreement or commitment to which of the Company is a party or of which the Company has actual knowledgeCompany.