DESCRIPTION OF COMMON
The following is a summary of our common stock and certain
provisions of our amended and restated certificate of incorporation
and amended and restated bylaws. This summary does not purport to
be complete and is qualified in its entirety by the provisions of
our amended and restated certificate of incorporation and amended
and restated bylaws, copies of which have been previously filed
with the SEC, and applicable provisions of Delaware law.
Our authorized capital stock consists of 2,100,000,000 shares, with
a par value of $0.001 per share, of which 2,000,000,000 shares are
designated as common stock.
As of June 30, 2019, we had outstanding 179,117,810 shares of
common stock, held of record by 1,193 stockholders. A substantially
greater number of holders of our common stock are “street name” or
beneficial holders, whose shares are held by banks, brokers and
other financial institutions.
In addition, as of June 30, 2019, we had outstanding options
to acquire 30,626,405 shares of common stock and 4,889,598 shares
of common stock issuable upon the vesting of restricted stock
The holders of common stock are entitled to one vote per share on
all matters submitted to a vote of our stockholders and do not have
cumulative voting rights. Accordingly, holders of a majority of the
shares of common stock entitled to vote in any election of
directors may elect all of the directors standing for election.
Subject to preferences that may be applicable to any preferred
stock outstanding at the time, the holders of outstanding shares of
common stock are entitled to receive ratably any dividends declared
by our board of directors out of assets legally available. Upon our
liquidation, dissolution or winding up, holders of our common stock
are entitled to share ratably in all assets remaining after payment
of liabilities and the liquidation preference of any then
outstanding shares of preferred stock. Holders of common stock have
no preemptive or conversion rights or other subscription rights.
There are no redemption or sinking fund provisions applicable to
the common stock.
Certain holders of unregistered common stock purchased in private
placements, or their permitted transferees (the “ Registration
Rights Holders ”), are entitled to rights with respect to the
registration of such shares under the Securities Act. These rights
are provided under the terms of an investors’ rights agreement (the
“ investors’ rights agreement ”) between us and the holders
of these shares and include demand registration rights, short-form
registration rights and piggyback registration rights. All fees,
costs and expenses of underwritten registrations will be borne by
us and all selling expenses, including underwriting discounts and
selling commissions, will be borne by the holders of the shares
The registration rights terminate with respect to the registration
rights of an individual holder after the date that is five years
following such time when the holder can sell all of the holder’s
shares in any three month period under Rule 144 or another
similar exemption under the Securities Act, unless such holder
holds at least 2% of our voting stock.
Demand Registration Rights
The Registration Rights Holders are currently entitled to demand
registration rights. Under the terms of the investors’ rights
agreement, we will be required, at our expense, upon the written