Common use of Target Capital Structure Clause in Contracts

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.