Capitalization; Voting Rights Clause Samples
The 'Capitalization; Voting Rights' clause defines the structure of a company's ownership and the distribution of voting power among its shareholders. It typically outlines the types and numbers of shares authorized and issued, and specifies which classes of shares carry voting rights and under what conditions those rights may be exercised. For example, it may distinguish between common and preferred shares, indicating that only certain classes are entitled to vote on specific corporate matters. This clause ensures clarity regarding who has decision-making authority within the company and helps prevent disputes over control and governance.
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Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding.
(b) In accordance with the Company’s 2023 Equity Incentive Plan (the “Plan”), (i) As of the execution of the Agreement, there are 5,721 treasury shares set aside for allocation to officers, directors, employees, consultants, advisors, and service providers of the Company in the future. The Company intends to provide equity incentives to existing officers, employees, directors or consultants, in accordance with the share quantities and conditions set forth in Exhibit D (the “Company’s shareholder list of June 29, 2023”). Other than the shares reserved for issuance according to the Company’s shareholder list of June 29, 2023 and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities
(c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws of the United States of America with regard to the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favor of the Company upon transfer.
(d) Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. The Preferred Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Shares and the Preferred Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (...
Capitalization; Voting Rights. The authorized capital of the Company, immediately prior to the Closing, consists of:
(i) Preferred Stock. 222,058,192 shares of Preferred Stock (the “Preferred Stock”), 14,671,268 of which have been designated Series H Preferred Stock, 14,671,268 of which is issued or outstanding, 41,793,107 of which have been designated Series G Preferred Stock, all of which is issued or outstanding, 30,981,174 of which have been designated Series F Preferred Stock, all of which are issued or outstanding, 38,358,222 of which have been designated Series E Preferred Stock, all of which is issued or outstanding, 33,416,113 of which have been designated Series D Preferred Stock, all of which are issued and outstanding, 24,075,348 of which have been designated Series C Preferred Stock, 24,070,534 of which are issued and outstanding, 21,057,508 of which have been designated Series B Preferred Stock, all of which are issued and outstanding, 14,545,452 of which have been designated as Series A Preferred Stock, all of which are issued and outstanding, and 3,160,000 of which have been designated Founders Preferred Stock, all of which are issued and outstanding. The rights, preferences, privileges and restrictions of the Preferred Stock are as stated in the Certificate of Incorporation. All of the outstanding shares of Preferred Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.
(ii) Common Stock. As of December 18, 2022 (the “Capitalization Date”), 385,000,000 shares of Common Stock, of which 88,022,342 shares are issued and outstanding. The Company has reserved an aggregate of 127,243,597 shares of its Common Stock for issuance to employees, directors and consultants of the Company pursuant to the Company’s 2012 Stock Incentive Plan (the “2012 Plan”) which was duly adopted by the Board of Directors of the Company and approved by the Company’s stockholders. The 2012 Plan was terminated by the Board of Directors of the Company effective as of October 4, 2022. As of the Capitalization Date, there are 44,664,509 shares of Common Stock issued and outstanding as a result of exercises of options granted under the 2012 Plan (which shares are included within the number of issued and outstanding shares of Common Stock set forth above); there are outstanding options to purchase an aggregate of 80,622,114 shares of Common Stock (which outstanding options have each been granted under the 2012 P...
Capitalization; Voting Rights. 3 4.4 Authorization; Binding Obligations..............................................................4 4.5 Liabilities.....................................................................................4
Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of the date hereof consists of 205,000,000shares, of which 200,000,000 are shares of Common Stock, par value $0.001 per share, 22,301,125shares of which are issued and outstanding , and 5,000,000are shares of preferred stock, par value $0.001 per share of which no shares are issued and outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.
(b) Except as disclosed on Schedule 4.3, other than: (i) the shares reserved for issuance under the Company's stock option plans; and (ii) shares which may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. Except as disclosed on Schedule 4.3, neither the offer, issuance or sale of any of the Note or the Warrant, or the issuance of any of the Note Shares or Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities.
(c) All issued and outstanding shares of the Company's Common Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable; and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities.
(d) The rights, preferences, privileges and restrictions of the shares of the Common Stock are as stated in the Company's Certificate of Incorporation (the "Charter"). The Note Shares and Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Company's Charter, the Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.
Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closing, will consist of (a) eighty million (80,000,000) shares of Common Stock, of which six million seven hundred sixty-five thousand two (6,765,002) shares are issued and outstanding, and (b) twenty-five million (25,000,000) shares of Preferred Stock, of which one million seven hundred fifty-one thousand nine hundred eighty-five (1,751,985) shares are designated Series A Preferred Stock, of which one million seven hundred fifty-one thousand nine hundred eighty five (1,751,985) are issued and outstanding, of which thirteen million six hundred fifteen thousand three hundred twenty-two (13,615,322) shares are designated Series B Preferred Stock, of which thirteen million six hundred fifteen thousand three hundred twenty-two (13,615,322) are issued and outstanding, and of which five million seven hundred fourteen thousand two hundred eighty-five (5,714,285) shares are designated Series C Preferred Stock, none of which are issued and outstanding. All issued and outstanding shares of the Company's Common Stock and Preferred Stock (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable and (iii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The rights, preferences, privileges and restrictions of the Shares are as stated in the Certificate. The Conversion Shares have been duly and validly reserved for issuance. As of the Closing, there has been no action taken by the Company which would have required an adjustment to the Series C Conversion Price, as defined in the Certificate. Except as set forth on the Schedule of Exceptions and except as may be granted pursuant to this Agreement or the Investors' Rights Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. The Shares and the Conversion Shares have been duly authorized and, when issued in compliance with the provisions of this Agreement and the Certificate, will be validly issued (including, without limitation, issued in compliance with applicable state and federal securities laws), fully paid and nonassessable, subject to no preemptive rights, and will be free of any liens or encumbrances; PROVIDED, HOWEVER, that the Shares and the ...
Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closing, consists of (i) thirty-one million five hundred seventy-five thousand (31,575,000) shares of Common Stock, par value $0.001 per share, two million eight hundred thousand two hundred twenty-one (2,800,221) of which are issued and outstanding, (ii) twenty million four hundred fifty-five thousand nine hundred thirty-nine (20,455,939) shares of Preferred Stock, par value $0.001 per share, of which (A) nine hundred forty-five thousand nine hundred thirty-nine (945,939) shares have been designated Series A-1 Preferred Stock, par value $0.001 per share, nine hundred forty-five thousand nine hundred thirty-nine (945,939) of which are issued and outstanding, (B) two million eight hundred thousand (2,800,000) shares have been designated Series A-2 Preferred Stock, par value $0.001 per share, two million seven hundred seventy-four thousand five hundred ninety-four (2,774,594) of which are issued and outstanding, (C) four million seven hundred ten thousand (4,710,000) shares have been designated Series B-1 Preferred Stock, par value $0.001 per share, four million seven hundred two thousand six hundred forty (4,702,640) of which are issued and outstanding and (D) twelve million (12,000,000) shares have been designated Series B-2 Preferred Stock, par value $0.001 per share, five million five hundred twenty-three thousand three hundred thirty-seven (5,523,337) of which are issued and outstanding. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B-1 Preferred Stock and the Series B-2 Preferred Stock are referred to collectively as the “Preferred Stock.” A detailed schedule of the Company’s holders of Common Stock and Preferred Stock is set forth in Schedule 4.3(a) of the Schedule of Exceptions.
(b) Under the Company’s 2005 Equity Incentive Plan (the “Plan”), (i) one million four hundred twenty-five thousand two hundred twenty-one (1,425,221) shares have been issued pursuant to restricted stock purchase agreements and/or the exercise of outstanding options, (ii) options to purchase two million two hundred sixty-six thousand three hundred fifty-one (2,266,351) shares are currently outstanding, and (iii) thirty-three thousand four hundred twenty-eight (33,428) shares of Common Stock remain available under the Plan for future issuance to officers, directors, employees and consultants of the Company. A detailed schedule of the Company’s optionholders holding options issued unde...
Capitalization; Voting Rights. (1) The authorized capital stock of the Company, immediately prior to the Closing after giving effect to the Restated Certificate of Incorporation, will consist of [98,530,700] shares of Series A Common Stock, par value $0.001 per share (the “Series A Common Stock,” and together with the Series B Common Stock, the “Common Stock”), none of which are issued and outstanding, and [98,530,700] shares of which are reserved for future issuance upon conversion of shares of Series B Common Stock, [98,530,700] shares of Series B Common Stock, [7,095,178] shares of which are issued and outstanding and [16,006,519] shares of which are reserved for future issuance to employees pursuant to the Company’s 1998 Stock Option Plan, 2002 Stock Incentive Plan, 2002 California Stock Incentive Plan and 2005 Stock Incentive Plan (collectively, the “Stock Incentive Plans”) and [74,942,226] shares of Preferred Stock, par value $0.001 per share, 8,904,567 of which are designated Series A Preferred Stock, all of which are issued and outstanding, 7,419,355 of which are designated Series B Preferred Stock, all of which are issued and outstanding, 6,401,523 of which are designated Series C Preferred Stock, all of which are issued and outstanding, 12,618,296 of which are designated as Series D Preferred Stock, all of which are issued and outstanding, 20,500,000 of which are designated as Series E Preferred Stock, 19,633,531 of which are issued and outstanding, 8,000,000 of which are designated as Series F Preferred Stock, all of which are issued and outstanding, 2,083,333 of which are designated as Series G Preferred Stock, none of which are issued and outstanding, 8,333,333 of which are designated as Series H Preferred Stock, 4,141,586 of which are issued and outstanding, and 681,819 of which are designated as Series I Preferred Stock, none of which are issued and outstanding (collectively, the “Preferred Stock”). All issued and outstanding shares of the Company’s capital stock (a) have been duly authorized and validly issued, (b) are fully paid and non-assessable, and (c) were offered, issued, sold and delivered in compliance with all applicable federal and state securities laws. The rights, preferences, privileges and restrictions of the Shares are as stated in the Restated Certificate of Incorporation. Each series of Preferred Stock is convertible into Series B Common Stock on a one-for-one basis. Each share of Series B Common Stock is convertible into a share of Series A Common Stoc...
Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the first Closing, will consist of (a) seventy five million (75,000,000) shares of Common Stock, thirteen million four hundred nineteen thousand nine hundred sixteen (13,419,916) shares of which are issued and outstanding, three million eight hundred seventy-three thousand eight hundred fifty three (3,873,853) shares of which are currently reserved for issuance pursuant to outstanding option agreements, and one million one hundred twenty-six thousand one hundred forty seven (1,126,147) shares of which will be reserved in the future for issuance to key employees, consultants and others affiliated with the Company pursuant to stock grant, stock purchase and/or option plans or any other stock incentive program, arrangement or agreement approved by the Company’s Board of Directors and (b) twenty million (20,000,000) shares of Preferred Stock, five million (5,000,000) of which are designated Series A Convertible Participating Preferred Stock, two hundred sixty four thousand three hundred sixteen (264,316) of which are issued and outstanding. All issued and outstanding shares of the Company’s Common Stock (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable and (iii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities.
(b) Under the Company’s 2013 Equity Compensation Plan and 2014 Equity Compensation Plan (collectively, the “Plans”): (i) there are 3,873,853 options currently outstanding, and (ii) 1,126,147 shares of Common Stock remain available for future issuances to officers, directors, employees and consultants of the Company. The Company has not made any representations regarding equity incentives to any officer, employee, director or consultant that are inconsistent with any share amounts and terms set forth in the Company’s board minutes.
(c) Other than (i) the 3,873,853 options currently outstanding, (ii) the 1,126,147 shares reserved for issuance under the Plans, (iii) two Promissory Notes for a total of $200,000 plus interest convertible into shares of Common Stock at a price per share of $1.50, and (iv) the conversion privileges of the Series A Preferred Stock, and except as may be granted pursuant to, or referred to in, this Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or ...
Capitalization; Voting Rights. (a) As of April 1, 2002, the capitalization of the Company consisted of the following: (i) 100,000,000 shares of Common Stock, par value $0.01 per share (the "Common Stock"), (1) 15,907,486 shares of which were issued and ------------ outstanding, (2) 2,466,037 shares of which were reserved for future issuance under the Stock Option Plans (of which 1,871,637 shares are reserved for issuance pursuant to outstanding stock options and 594,400 shares are reserved for issuance pursuant to stock options and other rights which may be granted in the future, (3) 1,224,369 shares of which were reserved for issuance upon conversion of the Restructured Notes referred to in Sections 7.1(l)(i) and 7.1(l)(iv) into shares of Common Stock in connection with the Restructuring, and (4) ________ shares were reserved for issuance upon conversion of the Restructured Notes referred to in Section 7.1(l)(ii) and upon exercise of warrants issued in connection with the restructuring of such notes (the amounts in the preceding clauses (3) and (4) being subject, nevertheless, to Section 6.6 hereof); (ii) 20,000,000 shares of Preferred Stock, par value $0.01 per share (the "Preferred Stock"), none of which are issued and outstanding. All --------------- previously outstanding shares of Preferred Stock designated Series A Preferred Stock and Series B Preferred Stock have been redeemed and retired, and restored to the status of authorized, unissued and undesignated Preferred Stock. The rights, preferences, privileges and restrictions of the Preferred Stock are as stated in the Restated Certificate and such other certificates of designations as have been delivered to Investors on or prior to the date hereof.
(b) All issued and outstanding shares of the Company's capital stock (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable, (iii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities and (iv) were not issued in violation of, or subject to, any preemptive, subscription or other similar rights of any other Person.
(c) The Company has delivered to each Investor a copy of each of the Company's Stock Option Plans. Schedule 4.3(c) sets forth a true and complete --------------- summary of Equity Securities of the Company, including all options issued under the Stock Option Plans, including the holder, issue date, exercise price and vesting status of such option or other Equity Security. Except as set fort...
Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of the date hereof consists of 100,000,000 shares of common stock par value $0.01 of which 25,274,883 are issued and outstanding and 1,000,000 shares of preferred stock $0.10 par value, of which none are issued and outstanding. All issued and outstanding shares of the Company’s Common Stock: (a) have been duly authorized and validly issued and are fully paid and nonassessable; and (b) were issued by the Company in full compliance with all applicable state and federal laws concerning the issuance of securities.
(b) The rights, preferences, privileges and restrictions of the shares of the Common Stock are as stated in the Company’s Certificate of Incorporation, as amended (the “Charter”) and pursuant to applicable law.