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

Options, Warrants, Reserved Shares. Except for (i) the ---------------------------------- conversion privileges of the Series A Stock, the Series B Stock and the Series B-1 Stock; (ii) the 7,660,506 shares of Common Stock reserved for issuance under the Company's 1997 Equity Incentive Plan (the "Plan"), under which options to purchase 4,184,742 shares are outstanding; (iii) the 160,000 shares of Common Stock reserved for issuance under the Company's Company Share Option Scheme for its United Kingdom subsidiary ("UK Option Scheme"), under which options to purchase 68,500 shares are outstanding, (iv) the rights of first refusal granted to certain investors under Section 3 of that certain Stockholders' Agreement dated June 11, 1999, by and among the Company, such investors and certain other stockholders of the Company (the "Existing Refusal Rights"), (v) the Warrant, and (vi) warrants to purchase 825,834 shares of Common Stock, 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 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), no shares of the Company's outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding 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 of the Company. Apart from that certain Voting Agreement dated June 11, 1999, by and among the Company and certain of its stockholders (which agreement will be superseded by the Restated Voting Agreement), the Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (d) The outstanding shares of the capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been approved by all requisite stockholder action. 3.3

Options, Warrants, Reserved Shares. Immediately prior to the Closing, the Company has reserved enough Ordinary Shares for issuance upon the conversion of all Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares. Except for (i) the ---------------------------------- conversion privileges of the Series A StockPreferred Shares, the Series B Stock Preferred Shares and Series C Preferred Shares, as provided in the Ninth Amended and Restated Shareholders Agreement dated November 1, 2012 (the “Ninth Shareholders Agreement”) and the Series B-1 Stock; (ii) the 7,660,506 shares Eleventh Amended and Restated Memorandum and Articles of Common Stock reserved for issuance under the Company's 1997 Equity Incentive Plan (the "Plan"), under which options to purchase 4,184,742 shares are outstanding; (iii) the 160,000 shares of Common Stock reserved for issuance under the Company's Company Share Option Scheme for its United Kingdom subsidiary ("UK Option Scheme"), under which options to purchase 68,500 shares are outstanding, (iv) the rights of first refusal granted to certain investors under Section 3 of that certain Stockholders' Agreement dated June 11, 1999, by and among the Company, such investors and certain other stockholders Association of the Company (the "Existing Refusal Rights"“Eleventh Articles”), (vii) the WarrantESOP Shares reserved for issuance to the employees, directors, consultants and advisors of the Group Companies pursuant to the employee and advisor stock option plan from time to time duly adopted by the Company, (iii) the Ordinary Share Purchase Agreement dated January 23, 2013 between the Company and Kingdom 5-KR-232, Ltd., Kingdom 5-KR-225, Ltd., Supreme Universal Holdings Ltd., Goldstone Capital Ltd. and certain other parties named therein (iv) as provided in the Restated Articles, and (viv) warrants to purchase 825,834 shares of Common Stockas contemplated hereby and by the Tenth Amended and Restated Shareholders Agreement attached hereto as Exhibit E (the “Restated Shareholders Agreement”), there is are no outstanding optionoptions, warrantwarrants, right (including conversion privileges, agreements or preemptive rights) or agreement for the purchase or acquisition from the Company rights of any shares kind with respect to the issuance or purchase of its capital stock the Purchased Shares or any other 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), the Restated Articles and the Restated Shareholders Agreement, no outstanding shares of (including the Company's outstanding capital stockPurchased Shares), or stock shares issuable upon exercise exercise, conversion or exchange of any outstanding options, warrants or rights, or other stock shares issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights of any kind to purchase such stock shares (whether in favor of the Company or any other person), pursuant to any agreement or commitment of the Company. Apart from that certain Voting Agreement dated June 11, 1999, by and among the Company and certain of its stockholders (which agreement will be superseded by the Restated Voting Agreement), the Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (d) The outstanding shares of the capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been approved by all requisite stockholder action. 3.3.

Options, Warrants, Reserved Shares. The Company has reserved ---------------------------------- 400,000 shares of its Common Stock for possible issuance upon the conversion of the shares of Series B Preferred Stock to be issued hereunder (the "Conversion ---------- Shares"). Except for (i) the ---------------------------------- conversion privileges of the Series A StockB Preferred ------ Stock to be issued hereunder, the Series B Stock and the Series B-1 Stock; (ii) the 7,660,506 rights to acquire the Tranche II Shares as set forth herein, (iii) the 120,000 shares of Common Stock reserved for issuance under the Company's 1997 Equity Incentive Plan (the "Plan"), under which options or to purchase 4,184,742 shares are outstanding; (iii) the 160,000 shares of Common Stock be reserved for issuance under the Company's Company Share Option Scheme for its United Kingdom subsidiary ("UK Option Scheme"), stock option plan under which options to purchase 68,500 23,125 shares of Common Stock are outstanding, and (iv) the rights of first refusal granted to certain investors under Section 3 of that certain Stockholders' Agreement dated June 11, 1999, by and among the Company, such investors and certain other stockholders of the Company (the "Existing Refusal Rights"), (v) the Warrant, and (vi) warrants to purchase 825,834 up to 33,531 shares33,531shares of Common Stock of the Company, issued in connection with the Company's bridge financing in December 1997, provided that such warrants shall be exercisable for only an aggregate of 5,781 shares of Common StockStock if such bridge financing is repaid before June 30, 1998, there is are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding option, warrant, right (including conversion or preemptive rights) or agreement for to purchase any of 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)4.2, no shares (including the Shares and Conversion Shares) of the Company's outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding options, warrants or rights, 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 of the Company. Apart from that certain Voting Agreement dated June 11, 1999, by and among the Company and certain of its stockholders (which agreement will be superseded by the Restated Voting Agreement), the Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (d) The outstanding shares of the capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been approved by all requisite stockholder action. 3.3.

Options, Warrants, Reserved Shares. Except for (i) 44,445 shares ---------------------------------- of Common Stock issuable to Venture Lending & Leasing, Inc. ("VLLI"), in respect ---- of Section 4.2(c) of that certain warrant issued to VLLI on January 30, 1997, 72,289 shares of Common Stock issuable to VLLI in respect of Section 4.2(c) of that certain warrant also issued to VLLI on January 30, 1997 and 138,963 shares of Series B Preferred Stock issuable to Comdisco, Inc. pursuant to an Master Lease Agreement dated February 10, 1999 by and between the ---------------------------------- Company and Comdisco, Inc. ("Comdisco") and the related Warrant Agreement No. 1 to Purchase Shares of Series B Preferred Stock dated as of February 10, 1999, Warrant Agreement No. 2 to Purchase Shares of Series B Preferred Stock dated as of February 10, 1999, Warrant Agreement No. 3 to Purchase Shares of Series B Preferred Stock dated as of February 10, 1999, copies of which have been made available to the Investors and their counsel, (ii) the conversion privileges of the Series A StockB Preferred, the Series B Stock C Preferred, the Series D Preferred, the Series E Preferred and the Series B-1 Stock; F Preferred, (iiiii) the 7,660,506 up to 328,372 shares of Common Stock reserved for issuance under the Company's 1997 Equity Incentive Stock Option Plan (the "Plan"), under which options to purchase 4,184,742 shares are outstanding; (iii) the 160,000 and 9,417,536 shares of Common Stock reserved for issuance under the Company's Company Share Option Scheme for its United Kingdom subsidiary ("UK Option Scheme"), under 1998 Equity Incentive Plan of which options to purchase 68,500 8,831,408 shares are outstandingsubject to outstanding grants, (iv) the rights right of first refusal granted to certain investors under offer provided in Section 3 of that certain Stockholders' the Rights Agreement dated June 11, 1999, by and among the Company, such investors and certain other stockholders of between the Company and the Investors in Exhibit A thereto (the "Existing Refusal RightsRights Agreement"), and (v) the Warrant, and (vi) warrants --------- ---------------- right of first refusal in Section 8.7 of the Bylaws with respect to purchase 825,834 shares transfers of Common Stock, 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 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), there are no shares of the Company's outstanding capital stockother options, warrants, conversion privileges, or stock issuable upon exercise or exchange of any outstanding options, warrants or rights, or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights or agreements presently outstanding to purchase such stock (whether in favor of the Company or otherwise acquire any other person), pursuant to any agreement or commitment of the Company. Apart from that certain Voting Agreement dated June 11, 1999, by and among the Company and certain of its stockholders (which agreement will be superseded by the Restated Voting Agreement), the Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (d) The outstanding authorized but unissued shares of the capital stock or other securities of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been approved by all requisite stockholder action. 3.3Company.

Options, Warrants, Reserved Shares. The Company will have ---------------------------------- reserved sufficient shares of its Common Stock to permit the conversion of all outstanding shares of the Series D Preferred (the "Conversion Shares"). Except ----------------- as set forth in Section 4.2(d) of the Disclosure Schedule and except for (i) the ---------------------------------- -------------- conversion privileges of the Series A StockPreferred, the Series B Stock Preferred, the Series B-1 Preferred and the Series B-1 Stock; C Preferred, (ii) the 7,660,506 conversion privileges of the Series D Preferred to be issued hereunder and one or more similar agreements, (iii) the 807,500 shares of Common Stock reserved for issuance under upon the exercise of options granted or contemplated to be granted to employees, directors, and consultants of the Company's 1997 Equity Incentive Plan (the "Plan"), under which options to purchase 4,184,742 shares are outstanding; (iii) the 160,000 381,149 shares of Common Stock reserved for issuance under the Company's Company Share Option Scheme for its United Kingdom subsidiary ("UK Option Scheme"), under which options to purchase 68,500 shares are outstanding, and (iv) the rights of first refusal granted to certain investors under Section 3 of that certain Stockholders' Agreement dated June 11, 1999, by and among the Company, such investors and certain other stockholders of the Company (the "Existing Refusal Rights"), (v) the Warrant, and (vi) warrants to purchase 825,834 17,345 shares of Common StockStock of the Company issued in connection with the Company's bridge financing in December 1997, there is will be no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, outstanding option, warrant, right (including conversion or preemptive rights) or agreement for to purchase any of 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)4.2, no shares (including the Shares and Conversion Shares) of the Company's outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding options, warrants or rights, options or other stock issuable by the Company, are will be 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 of the Company. Apart from that certain Voting , except as set forth in the Third Amended and Restated Investor Rights Agreement dated June 11, 1999, by and among as of the Closing Date (the "Investor Rights Agreement") to be entered into on the Closing Date between the Company and certain of its stockholders (which agreement will be superseded by the Restated Voting Agreement), the Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (d) The outstanding shares of the capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been approved by all requisite stockholder action. 3.3listed in Exhibit A thereto.

Options, Warrants, Reserved Shares. The Company has ---------------------------------- reserved up to 1,441,880 shares of its Common Stock for possible issuance upon the conversion of the shares of the Series C Preferred (the "Conversion ---------- Shares"). Except as set forth in Section 4.2(d) of the Disclosure Schedule and ------ -------------- except for (i) the ---------------------------------- conversion privileges of the Series A StockPreferred, the Series B Stock Preferred and the Series B-1 Stock; Preferred, (ii) the 7,660,506 conversion privileges of the Series C Preferred to be issued hereunder and one or more similar agreements, (iii) the 472,810 shares of Common Stock reserved for issuance under upon the exercise of options granted or contemplated to be granted to employees of the Company's 1997 Equity Incentive Plan (the "Plan"), under which options to purchase 4,184,742 shares are outstanding; (iii) the 160,000 117,500 shares of Common Stock reserved (including options for issuance under the Company's Company Share Option Scheme for its United Kingdom subsidiary ("UK Option Scheme"), under which options purchase of 50,000 shares of Common Stock to purchase 68,500 shares be granted to Xxxxxxx Xxxxx effective upon the First Closing) are outstanding, and (iv) the rights of first refusal granted to certain investors under Section 3 of that certain Stockholders' Agreement dated June 11, 1999, by and among the Company, such investors and certain other stockholders of the Company (the "Existing Refusal Rights"), (v) the Warrant, and (vi) warrants to purchase 825,834 17,345 shares of Common Stock, 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 or any securities convertible into or ultimately exchangeable or exercisable for any shares Stock of the Company, issued in connection with the Company's bridge financing in December 1997, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the capital stockstock of the Company. Apart from the exceptions noted in this Section 3.2(c)4.2, no shares (including the Shares and Conversion Shares) of the Company's outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding options, warrants or rights, 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 of the Company. Apart from that certain Voting , except as set forth in the Amended and Restated Investor Rights Agreement dated June 11as of August 18, 1999, by and among 1998 (the "Investor Rights Agreement") between the Company and certain of its stockholders (which agreement will be superseded by the Restated Voting Agreement), the Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (d) The outstanding shares of the capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been approved by all requisite stockholder action. 3.3listed in Schedule B thereto.

Options, Warrants, Reserved Shares. Except for for: (i) the ---------------------------------- conversion privileges of the Series A Stock, the Series B Stock, the Series C Stock, the Series D Stock, the Series E Stock and the Series B-1 F Stock; (ii) the 7,660,506 8,740,000 shares of Common Stock reserved for issuance under the Company's 1997 Equity Incentive Plan 1996 Stock Option Plan, as amended, of which 6,904,656 shares of Common Stock were granted and exercised (reflected in the "Plan"number set forth in Section 3.2(b) above), under which and options to purchase 4,184,742 1,482,955 shares are outstanding; (iii) the 160,000 46,666 shares of Common Stock reserved for issuance under the Company's Company Share Option Scheme for its United Kingdom subsidiary ("UK Option Scheme"), under which options subject to purchase 68,500 shares are outstanding, outstanding warrants; (iv) the 100,823 shares of Series C Preferred Stock subject to outstanding warrants; (v) the 20,000 shares of Series E Preferred Stock subject to an outstanding warrant; and (vi) the rights of first refusal (the "Existing Refusal Rights") granted to ----------------------- certain investors under Section 3 of that certain StockholdersFourth Investors' Rights Agreement dated June 11November 29, 1999, 1999 by and among the Company, Company and such investors and certain other stockholders of the Company (the "Existing Refusal RightsRights Agreement"); there are not outstanding any options, (v) the Warrant------------------------- warrants, and (vi) warrants to purchase 825,834 shares of Common Stock, there is no outstanding option, warrant, right rights (including conversion or preemptive rights) or agreement 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 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 purchase shares of its stock issued under the Company's 1996 Stock Option Plan, as amended, and stock purchase agreements, no shares of the Company's outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding 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 of the Company. Apart from that certain Voting Agreement dated June 11, 1999, by and among the Company and certain of its stockholders (which agreement will be superseded by the Restated Voting Agreement), the Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (d) The outstanding shares of the capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been approved by all requisite stockholder action. 3.3.

Options, Warrants, Reserved Shares. Except for (i) the ---------------------------------- conversion privileges of the Series A Stock, the Series B Stock and the Series B-1 Stock; (ii) the 7,660,506 shares of Common Stock reserved for issuance under the Company's 1997 Equity Incentive Plan (the "Plan"), under which options to purchase 4,184,742 shares are outstanding; (iii) the 160,000 shares of Common Stock reserved for issuance under the Company's Company Share Option Scheme for its United Kingdom subsidiary ("UK Option Scheme"), under which options to purchase 68,500 shares are outstanding, (iv) the rights of first refusal granted to certain investors under Section 3 of that certain Stockholders' Agreement dated June 11, 1999, by and among the Company, such investors and certain other stockholders of the Company (the "Existing Refusal Rights"), (v) the Warrant, and (vi) warrants to purchase 825,834 shares of Common Stock, 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 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), no shares of the Company's outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding 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 of the Company. Apart from that certain Voting Agreement dated June 11, 1999, by and among the Company and certain of its stockholders (which agreement will be superseded by the Restated Voting Agreement), the Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (d) The outstanding shares of the capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been approved by all requisite stockholder action. 3.3.

Options, Warrants, Reserved Shares. Except for for: (i) the ---------------------------------- conversion privileges of the Series A Stock, the Series B Stock and the Series B-1 Preferred Stock; (ii) the 7,660,506 700,000 shares of Common Stock (less any shares issued upon the exercise of New ONXY Accelerated Options prior to the Effective Time) reserved for issuance upon the exercise of options granted or to be granted to employees of the Company under the Company's 1997 Equity Incentive 1999 Stock Option Plan (the "PlanCOMPANY OPTION PLAN"), under which options Company Options to purchase 4,184,742 shares are outstanding; (iii) the 160,000 a total of 665,000 shares of Common Stock reserved for issuance under will be outstanding as of immediately prior to the Company's Company Share Option Scheme for its United Kingdom subsidiary ("UK Option Scheme"), under which options to purchase 68,500 shares are outstanding, (iv) the rights of first refusal granted to certain investors under Section 3 of that certain Stockholders' Agreement dated June 11, 1999, by and among the Company, such investors and certain other stockholders of the Company (the "Existing Refusal Rights"), (v) the Warrant, and (vi) warrants to purchase 825,834 shares of Common Stock, Closing; there is will be 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 or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's capital stock. Set forth in Item 2.2(c) of the Company Disclosure Letter is a true and complete list of the following: the holders of the ONYX Options as to the date hereof and, for each such holder, the shares subject to issuance upon the exercise of such holder's options, the amount of each such holder's options that is vested and the amount unvested, the vesting schedule for such holder's options and the amount of such holder's options that will become exercisable upon a change of control of the Company. The aggregate number of shares subject to ONYX Options that will become exercisable upon a change of control of the Company in any transaction involving HNC does not exceed 495,000, and all such options are included in the New ONYX Accelerated Vesting Options referred to above. No other ONYX Options will become exercisable as a result of the Merger. Apart from the exceptions noted in this Section 3.2(c2.2(c), no shares of the Company's outstanding capital stock, or stock issuable upon the exercise or exchange of any outstanding options, warrants or rightsrights issued by Company, 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, understanding or commitment of the of, or binding on, Company. Apart from that certain Voting Agreement dated June 11, 1999, by and among the Company and certain of its stockholders (which agreement will be superseded by the Restated Voting Agreement), the Company is not a party or subject to any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (d) The outstanding shares of the capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been approved by all requisite stockholder action. 3.3.