Target Capital Structure. (a) The authorized capital stock of Target consists of 50,000,000 shares of Target Common Stock and 2,000,000 shares of Preferred Stock, $.001 par value ("Target Preferred Stock"). As of November 13, 1997: (i) 14,515,265 shares of Target Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) no shares of Target Common Stock were held in the treasury of Target or by Subsidiaries of Target; (iii) 3,662,570 shares of Target Common Stock were reserved for issuance under the Target Employee Option Plan, 3,153,814 of which were subject to outstanding options and 508,756 shares of which were reserved for future option grants; (iv) 291,194 shares of Target Common Stock were reserved for issuance pursuant to the Target Individual Options; (v) 200,000 shares of Target Common Stock were reserved for issuance under the Target Director Option Plan, 60,000 shares of which were subject to outstanding options; (vi) 327,579 shares of Target Common Stock were reserved for future issuance under the Target Purchase Plan, (vii) 96,385 shares of Target Common Stock were reserved for future issuance under the Target Incentive Plan and (viii) no shares of Target Preferred Stock were outstanding. No change in such capitalization has occurred between November 13, 1997 and the date of this Agreement other than the exercise and termination of outstanding stock options and the accrual of rights under the Target Purchase Plan. All shares of Target Common Stock subject to issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Target or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Target Common Stock or the capital stock or other equity securities of any Target Subsidiary or provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of such Subsidiaries entered into in the ordinary course of business. All of the outstanding shares of capital stock and all other outstanding equity securities of each of Target's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares and other equity securities (other than directors' qualifying sh...
Target Capital Structure. (a) The authorized capital stock of Target consists of 20,000,000 shares of Target Common Stock and 10,000,000 shares of Preferred Stock, $0.001 par value (the “Target Preferred Stock), of which 7,500,000 shares are designated as Series A Preferred Stock. As of the date of this Agreement, there are: (i) 7,060,000 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable and 3,808,441 of which are subject to repurchase rights under the Target Stock Plan or related agreements as described in the Target Disclosure Schedule; (ii) 6,622,698 shares of Series A Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and all of which are convertible into Target Common Stock on a one share for one share basis; (iii) 450,000 shares of Target Series A Stock reserved for future issuance upon exercise of warrants to purchase Series A Stock, (iv) 10,000,000 shares of Target Common Stock reserved for future issuance upon conversion of the Target Preferred Stock; (v) 820,000 shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding under the Target Stock Plan; and (vi) 3,080,000 shares of Target Common Stock available and reserved for issuance upon exercise of options or pursuant to awards to be granted in the future under the Target Stock Plan. As of the date hereof, the issued and outstanding shares of Target Common Stock and Target Preferred Stock are held of record by the stockholders of Target as set forth and identified in the stockholder list attached as Schedule 3.3(a) to the Target Disclosure Schedule. Prior to the Effective Time, all outstanding shares of Target Preferred Stock shall have converted into Target Common Stock. As of the date hereof, the issued and outstanding Target Options are held of record by the option holders as set forth and identified on Schedule 3.3(a). The issued and outstanding warrants to acquire Target Common Stock and Target Preferred Stock are held of record by the warrantholders as set forth and identified on Schedule 3.3(a) (the “Target Warrants”). All shares of Target Common Stock and Target Preferred Stock subject to issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. All shares of Target Common Stock issuable upon the exe...
Target Capital Structure. The authorized capital stock of Target ------------------------ consists of 80,000,000 shares of Common Stock, $.0001 par value, of which there were 42,803,204 shares issued and outstanding as of the close of business on March 14, 1997 and 2,000,000 shares of Preferred Xxxxx, $.0000 par value, of which no shares are issued or outstanding. Since the close of business on March 14, 1997, no shares of Target Capital Stock have been issued except pursuant to the exercise of options outstanding as of March 14, 1997 under the Target Stock Option Plans or pursuant to the Target ESPP. All outstanding shares of Target Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Target or any agreement or document to which Target is a party or by which it is bound. As of the close of business on March 14, 1997, Target had reserved (i) an aggregate of 9,760,000 shares of Target Common Stock, net of exercises, for issuance to employees, consultants and non-employee directors pursuant to the Target Stock Option Plans, under which, as of the close of business on March 14, 1997, options and stock purchase rights, if any, were outstanding for an aggregate of 7,630,000 shares, and (ii) 90,000 shares of Common Stock, net of prior issuances, for issuance to employees pursuant to the Target ESPP. All shares of Target Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Target or any agreement or document to which Target is a party or by which it is bound.
Target Capital Structure. (a) The authorized capital stock of Target consists of 6,000,000 shares of Target Common Stock of which 4,891,448 shares of Target Common Stock are issued and outstanding and are held of record by those persons set forth in Section 3.2 of the Target Disclosure Schedule (which list sets forth the amount of Target Common Stock held by each such person). All outstanding shares of Target Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, were issued in compliance with state and federal securities laws, and are subject to no preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Target or any agreement to which Target is a party or by which it is bound.
(b) Except as set forth in Section 3.2(a) or Section 3.2 of the Target Disclosure Schedule, there are (i) no equity securities of any class of Target or any securities exchangeable into or exercisable for such equity securities issued, reserved for issuance, or outstanding and (ii) no outstanding subscriptions, options, warrants, puts, calls, rights, or other commitments or agreements of any character to which Target is a party or by which it is bound obligating Target to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any equity securities of Target or obligating Target to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Section 3.2 of the Target Disclosure Schedule sets forth the names of all holders of Target Options, together with the number of shares of Target capital stock for which each such option may be exercised, and the exercise price and vesting schedule (including acceleration provisions, if any) for each such option. There are no contracts, commitments or agreements relating to voting, purchase or sale of Target capital stock (i) between or among Target and any of its stockholders or Target Option holders or (ii) to the best of Target's knowledge, between or among any Target stockholders or Target Option holders.
Target Capital Structure. The authorized capital stock of Target consists of 15,000,000 shares of Common Stock, par value $0.01 per share, of which there were 5,458,241 shares issued and outstanding as of November 3, 2000, and 1,000,000 shares of Preferred Stock, par value $0.01 per share, of which no shares are issued or outstanding. All outstanding shares of Target Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Target or any agreement or document to which Target is a party or by which it is bound. As of November 3, 2000, Target had reserved an aggregate of 2,515,000 shares of Target Common Stock, net of exercises, for issuance to employees, consultants and non-employee directors pursuant to the Target Plans, under which options are outstanding to purchase an aggregate of 1,731,634 shares and under which no (0) shares are available for grant as of November 3, 2000. All shares of Target Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable.
Target Capital Structure. 12 3.3 Subsidiaries..................................................13 3.4
Target Capital Structure. The authorized capital stock of Target consists of 10,000,000 shares of Common Stock, par value $0.01 per share, of which there were 2,500,000 shares issued and outstanding as of the date hereof, and 2,700,000 shares of Preferred Stock, of which 1,200,000 shares are designated as Series A Preferred Stock, par value $0.01 per share, of which there were 1,038,000 shares issued and outstanding as of the date hereof. All outstanding shares of Target Stock are duly authorized, validly issued, fully paid and nonassessable and, except as set forth on Schedule 3.2 of the Disclosure Schedules, are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Target or any agreement or document to which Target is a party or by which it is bound. As of July 12, 2002, Target had reserved an aggregate of 1,500,000 shares of Target Common Stock, net of exercises, for issuance to employees, consultants and non-employee directors pursuant to the Target Plan (including, without limitation, the options issued to non-employee directors with respect to their attendance at meetings of Target’s Board of Directors), under which options are outstanding to purchase an aggregate of 925,000 shares (of which the option to purchase 500,000 shares granted to Xxxxxx Partners, Ltd. shall be canceled at Closing upon payment of the Closing Merger Consideration) and under which 575,000 shares are available for grant as of the date hereof. The representations in this Section 3.2 as to the number of issued and outstanding shares of Target Stock and as to the number of options to purchase Target Stock may be changed to reflect the options issued to non-employee directors in connection with their attendance at meetings of Target’s Board of Directors. All shares of Target Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. All of the issuances, sales, transfers, and purchases of securities of Target have been in compliance with all agreements to which Target is a party and all applicable laws, including without limitation, the requirements of the federal securities laws and any applicable state securities or “blue sky” laws except as described on Schedule 3.2 of the Disclosure Schedules. Section 3.2 of the Disclosure Schedules lists each outstanding option to acquire shares of Target Common...
Target Capital Structure. (i) The authorized capital stock ------------------------ of TARGET consists of 15,000,000 shares of Common Stock, $.0001 par value, of which there were 9,299,017 shares issued and outstanding as of November 8, 1999 and 1,000,000 shares of Preferred Stock, $.01 par value ("TARGET Preferred ---------------- Stock"
Target Capital Structure. (a) The authorized capital stock of Target consists of 43,000,000 shares of Target Common Stock and 17,500,000 shares of Preferred Stock, of which 1,620,000 shares are designated as Series A Preferred Stock, 3,600,000 shares are designated as Series B Preferred Stock, 7,280,811 shares are designated Series C Preferred Stock and 4,655,000 shares are designated Series D Preferred Stock. As of the date of this Agreement, there are (i) 16,252,601 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable and 7,574,369 of which are subject to repurchase rights, (ii) 1,620,000 shares of Series A Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into one share of Target Common Stock, (iii) 3,556,772 shares of Series B Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into one share of Target Common Stock, (iv) 7,280,811 shares of Series C Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into one share of Target Common Stock, (v) 4,519,133 shares of Series D Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into one share of Target Common Stock, (vi) warrants to purchase up to 8,330 shares of Series B Preferred Stock (the "Series B Warrants"), (vii) warrants to purchase up to 100,000 shares of Series D Preferred Stock (collectively with the Series B Warrants, the "Target Warrants"); (viii) 16,976,716 shares of Target Common Stock reserved for future issuance upon conversion of the Target Preferred Stock; (ix) 1,951,110 shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding as of the date of this Agreement under the Target 1998 Stock Option Plan; (x) no shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding as of the date of this Agreement under the Target 2000 Stock Option Plan; and (xi) 932,625 shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding as of the date of this Agreement under the ONElist Stock Option Plan. The Target 1998 Stock Option Plan, the Target 2000 Stock Option Pla...
Target Capital Structure. The Target has 500,000,000 Authorized Common Stock, 204,205,027 of which are issued and outstanding. All Common Shares are duly authorized, validly issued, fully paid and non‒ assessable.There are no declared or accrued but unpaid dividends with respect to any Common Shares and no Common Shares are unvested. The Common Shares are publicly traded on OTC Markets PINK with a current price of $ per share as of the date of the signing of this agreement. The Company has 10,000,000 Authorized Preferred A Stock, 10,000,000 of which are issued and outstanding. All Preferred Shares are duly authorized, validly issued, fully paid and non‒ assessable. The holders of Preferred Shares are entitled to notice of any meeting of the Corporation's shareholders and to vote on any matter subject to a vote, including but not limited, to vote as a single class with the Common Shares upon any matter submitted for approval by the holders of Common Shares, and have five hundred (500) votes for every share of Preferred Shares standing in his or her name on the stock transfer records of the Corporation. Each outstanding share of the series of Preferred Share of the Corporation is entitled to five hundred (500) votes on each matter submitted to a vote. There are no other preferences for the Preferred Shares.
