Capitalization of Target. Target has an authorized capitalization consisting of (x) 215,000 shares of Target Common Stock of which 147,177.19 shares of Target Common Stock are issued and outstanding, 34,787 shares of Target Common Stock are reserved for issuance and none of which are held in Target’s treasury and (y) 20,000 shares of preferred stock, par value $0.01 per share, none of which are outstanding; provided, that the share numbers set forth in the foregoing clause (x)do not take into account any issuances of capital stock of Target after the date hereof upon the exercise of any options outstanding on the date hereof. All such outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive rights. Except as described above, no shares of capital stock of Target are authorized, issued, outstanding or reserved for issuance. Except as set forth on Section 4.4 of the Target Disclosure Letter, there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of, or other equity or voting interest in, Target, pursuant to which Target or any of its Subsidiaries is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, shares of Target Common Stock, any other shares of the capital stock of or other equity or voting interest in, Target or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of or other equity or voting interest in, Target. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interest in, Target. Neither Target nor any of its Subsidiaries has any authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the Target Stockholders on any matter. Except as set forth on Section 4.4 of the Target Disclosure Letter, there are no Contracts to which Target or any of its Subsidiaries is a party or by which they are bound to (i) repurchase, redeem or otherwise acquire any ...
Capitalization of Target. As of the date of this Agreement, the authorized capital stock of Target consists of (i) 370,000,000 shares of common stock (the “Target Common Stock”), of which 42,910,340 shares are issued and outstanding, and (ii) 257,499,620 shares of preferred stock (the “Target Preferred Stock”, and along with the Target Common Stock, the “Target Capital Stock”), 2,000,000 shares of which are designated as Series 1 Preferred Stock, all of which are issued and outstanding; 14,638,892 shares of which are designated as Series A Preferred Stock, 14,222,225 of which are issued and outstanding; 42,558,841 shares of which are designated as Series B Preferred Stock, all of which are issued and outstanding; 28,301,887 shares of which are designated as Series C Preferred Stock, all of which are issued and outstanding; and 170,000,000 shares of which are designated as Series D Preferred Stock, 168,924,005 of which are issued and outstanding (the “Target Series D Preferred Stock”). All outstanding shares of Target Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any Encumbrances, and are not subject to preemptive rights or rights of first refusal created by statute, the Restated Articles or Bylaws of Target or any Contract to which Target is a party or by which it is bound. As of the date of this Agreement, (x) there are 21,252,194 shares of Target Common Stock reserved for issuance under Target’s 2011 Equity Incentive Plan (the “2011 Plan”), of which, as of the date of this Agreement, 11,057,854 shares were subject to outstanding options, (y) there are 10,194,340 shares that have been reserved for future option or stock grants and 9,000 shares have been issued upon the exercise of options issued pursuant to the 2011 Plan. As of the date of this Agreement, zero shares have been reserved for future option or stock grants and 13,367,264 shares have been issued upon the exercise of options issued pursuant to the Target’s 2001 Equity Incentive Plan (the “2001 Plan”). Zero shares have been reserved for future option or stock grants and 2,890,231 shares have been issued upon the exercise of options issued pursuant to the ImmenStar, Inc. 2006 Global Share Plan (together with the 2011 Plan and the 2001 Plan, the “Target Incentive Plans” and each a “Target Incentive Plan,” and the options outstanding thereunder, the “Target Options”). No other stock option plan or other equity based compensation plan or agreement is currently in effect, and...
Capitalization of Target. The authorized capital stock of Target consists of 20,000 shares of common stock, $10.00 par value per share, of which 10,000 shares are issued and outstanding. No shares of such capital stock are held in the treasury of Target. All of issued and outstanding shares of capital stock of Target are duly authorized, validly issued, fully paid and nonassessable. There exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, the capital stock of Target for which a release has not been obtained prior to Closing. Neither the Shareholders nor Target are parties to or bound by, nor do they have any knowledge of, any agreement, instrument, arrangement, contract, obligation, commitment or understanding of any character, whether written or oral, express or implied, relating to the sale, assignment, encumbrance, conveyance, transfer or delivery of any capital stock of Target. No shares of capital stock of Target have been issued or disposed of in violation of the preemptive rights of any of Target's Shareholders. All accrued dividends on the capital stock of Target, whether or not declared, have been paid in full.
Capitalization of Target. The authorized capital stock of Target consists of (i) 20,000,000 shares of Target Common Stock, of which 3,789,171 shares are issued and outstanding as of the date hereof, and (ii) 650,000 shares of Target Preferred Stock, of which 395,834 shares are issued and outstanding as of the date hereof. All of the issued and outstanding shares of Target Common Stock and Target Preferred Stock have been duly authorized and are validly issued, fully paid and nonassessable and are free of preemptive rights with no personal liability attaching to the ownership thereof. Target has no outstanding bonds, debentures, notes, or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the holders of Target Common Stock on any matter. Except as set forth in the Target Disclosure Letter, Target does not have and is not bound by, and at the Effective Time, will not have or be bound by, any outstanding subscriptions, options, warrants, calls, convertible securities, rights, or other contracts, commitments, agreements, arrangements or understandings (collectively, "Contracts") of any character, to or by which Target is a party or is bound, which, directly or indirectly, obligate Target to issue, deliver, transfer or sell any shares of Target Common Stock or Target Preferred Stock or any other equity or debt security of Target or any securities representing the right to purchase or otherwise receive any shares of Target Common Stock or Target Preferred Stock or any other equity or debt security of Target. After the Effective Time, the Surviving Corporation will have no obligation to issue, deliver, transfer or sell any shares of capital stock or other equity interest of Target or the Surviving Corporation pursuant to any employee benefit plan of Target.
Capitalization of Target. (a) The Membership Interests constitute the entire outstanding membership interests of Target. Target Members collectively hold all of the issued Membership Interests, and the Membership Interests are held of record by the respective Target Members as set forth on Section 4.3(a) of the Target Disclosure Memorandum.
(b) There are no other equity securities of Target outstanding and no outstanding Equity Rights relating to the capital or economic interests of Target other than the Membership Interests owned by the Target Members set forth on Section 4.3(b) of the Target Disclosure Memorandum. No Person has any Contract or any right or privilege (whether pre-emptive or contractual) granted by Target for the purchase, subscription or issuance of any equity securities of Target.
(c) All of the issued and outstanding Membership Interests of Target were issued in compliance with all applicable federal and state securities Laws.
Capitalization of Target. (i) The authorized capital stock of Target1 consists of 1,000 shares of Target1 Common Stock, of which 1,000 shares of Target1 Common Stock are issued and outstanding, and none of which is held in treasury. There are no (i) securities convertible into or exchangeable for any of the capital stock or other securities of Target1, (ii) options, warrants or other rights to purchase or subscribe to capital stock or other securities of Target1 or securities which are convertible into or exchangeable for capital stock or other securities of Target1 or (iii) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of Target1, any such convertible or exchangeable securities or any such options, warrants or other rights. All of the issued and outstanding shares of Target1 Common Stock are validly issued, fully paid and nonassessable, and all such shares are owned free and clear of all security interests, liens, claims, pledges or other similar matters ("Liens"), agreements, limitations in voting rights, limitations, equities, claims or obligations to other persons of any nature, kind or character and free and clear of all restrictions on transfer, except for those imposed by the Securities Act of 1933, as amended (the "Securities Act") and all applicable state securities laws.
(ii) The authorized capital stock of Target2 consists of 100,000 shares of $.01 par value common stock, of which 3,720 shares of such common stock are issued and outstanding, and none of which is held in treasury. There are no (i) securities convertible into or exchangeable for any of the capital stock or other securities of Target2, (ii) options, warrants or other rights to purchase or subscribe to capital stock or other securities of Target2, or (iii) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of Target2, any such convertible or exchangeable securities or any such options, warrants or other rights. All of the issued and outstanding shares of such common stock are validly issued, fully paid and nonassessable, and all such shares are owned, or on the Closing Date will be owned, by Target1 free and clear of all Liens, agreements, limitations in voting rights, equities, claims or obligations to other persons of any nature, kind or character and free and clear o...
Capitalization of Target. (a) The authorized capital stock of Target consists of 50,000,000 shares of common stock and 10,000,000 shares of preferred stock (which has not been established in any series). As of the date hereof:
(i) There were 23,650,000 shares of Target Common Stock issued and outstanding as illustrated on Schedule 3.7A. To the extent the number of shares of Target Common Stock changes between the date of this Agreement and the completion of the Transactions contemplated hereby, the Per Share Consideration will be adjusted so that the holders of Target Common Stock (if all holders tender their shares to the Acquiring Company for exchange) will own 95% of the Acquiring Company Common Stock;
(ii) There were no shares of preferred stock of the Target Company (or any series thereof) issued or outstanding; and
(iii) There were no shares of Target Common Stock or preferred stock (or any series thereof) reserved for issuance upon the exercise of any options, warrants, or other rights to acquire shares of capital stock except 480,000 shares of Target Common Stock issuable upon conversion of certain of the Target Notes (with a principal amount of $240,000) as shown on Schedule 3.7B, and shares of Target Common Stock, in an amount to be determined as described in Section 1.1(d) above, issuable upon conversion of Target Note Warrants as shown on Schedule 3.7C (which underlie other Target Notes with a principal amount of $250,000, as of August 31, 2004, which amount may be increased due to the receipt of additional funds, as shown on Schedule 3.7B).
(b) All of the issued and outstanding shares of Target Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.
(c) There are no voting trusts, stockholder agreements or other voting arrangements by the stockholders of Target.
Capitalization of Target. (i) As of the date hereof, the authorized share capital of Target consists of an unlimited number of Common Shares and an unlimited number of (non-voting) preferred shares, issuable in series. As of the date hereof, 3,851,863 Common Shares and no preferred shares are issued and outstanding. There are no stock options outstanding as of the date hereof and there are no other options, puts, calls, conversion privileges, warrants or other rights, agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by Target of any shares of Target or any securities or rights of any kind convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of Target, nor are there any outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the share price, book value, income or other attribute of Target. All outstanding Common Shares have been duly authorized and validly issued, are fully paid and non- assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights.
(ii) There are no outstanding bonds, debentures or other evidences of indebtedness of Target having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of outstanding securities on any matter. Target does not have any obligation to repurchase, redeem (except on the exercise of retraction rights in the discretion of the holder in accordance with the terms of outstanding securities) or otherwise acquire any of its outstanding securities or with respect to the voting or disposition of any of its outstanding securities. No holder of securities issued by Target has any right to compel Target to register or otherwise qualify securities for public sale in Canada or the United States.
Capitalization of Target. The authorized capital stock of Target consists of 1,500 shares of Common Stock, of which 1,500 shares are currently outstanding and held as set forth on Schedule 2.2 hereto. The outstanding shares of Target Common Stock are held by the individuals and entities and in the amounts indicated in Schedule 2.
Capitalization of Target. The authorized Capital Stock of the Target, the Target Shares which are issued and outstanding, and the Target Shares which are held in treasury are shown on Section 4(b) of the Disclosure Schedule. All of the issued and outstanding Target Shares have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record by the respective Sellers as set forth in Section 4(b) of the Disclosure Schedule. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Target to issue, sell, or otherwise cause to become outstanding any of its Capital Stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Target. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the Capital Stock of the Target.
