Common use of Target Capital Structure Clause in Contracts

Target Capital Structure. (a) The authorized capital stock of Target consists of 8,950,000 shares of Target Common Stock, 50,000 shares of Class B Common Stock, $0.01 par value per share ("TARGET CLASS B COMMON STOCK"), and 2,000,000 shares of Preferred Stock, of which 1,500,000 shares are designated as Series A Cumulative Convertible Preferred Stock. As of the date of this Agreement, there are (i) 4,241,883 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable and none of which are subject to repurchase rights, (ii) no shares of Target Class B Common Stock issued or outstanding, (iii) 1,276,958.332 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 1.2 shares of Target Common Stock, (iii) warrants to p! urchase up to 632,610.671 shares of Target Common Stock (collectively, the "TARGET WARRANTS"); (iv) 1,532,349.998 shares of Target Common Stock reserved for future issuance upon conversion of the Target Preferred Stock; (v) 774,952 shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding under the Target Option Plan; and (vi) 225,048 shares of Target Common Stock reserved for issuance upon exercise of options available to be granted in the future under the Target Option Plan. The issued and outstanding shares of Target Common Stock and of Target Preferred Stock are held of record by the shareholders of Target as set forth and identified in the shareholder list attached as Schedule 3.2(a) to the Target Disclosure Schedule. The issued and outstanding Target Options are held of record by the option holders as set forth and identified in the option holder list provided to Acquiror or its representative! s. The issued and outstanding Target Warrants are held of record by the warrantholders as set forth and identified in the warrantholder list provided to Acquiror or its representatives. All shares of Target Common Stock and Target Preferred Stock subject to issuance as specified above, upon issuance on the terms and conditions (including payment) 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 subject to issuance upon the exercise of Target Options and Target Warrants, upon issuance on the terms and conditions (including payment) specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. All outstanding shares of Target Common Stock, Target Preferred Stock and outstanding Target Options and Target Warrants (collectively blquote TARGET SECURITIES") were issued in compliance with applicable federal and state securities laws. Except as set forth in the Target Disclosure Schedule, there are no obligations, contingent or otherwise, of Target to repurchase, redeem or otherwise acquire any shares of Target Common Stock or Target Preferred Stock or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. An updated Schedule 3.2(a) reflecting changes permitted by this Agreement in the capitalization of Target between the date hereof and the Effective Time shall be delivered by Target to Acquiror on the Closing Date.

Target Capital Structure. (a) The authorized capital stock of Target consists of 8,950,000 10,000,000 shares of Target Common Stock, 50,000 Stock and 5,000,000 shares of Class B Common Stock, $0.01 par value per share ("TARGET CLASS B COMMON STOCK"), and 2,000,000 shares of Target Preferred Stock, of which 1,500,000 4,467,200 shares are designated as Series A Cumulative Convertible Preferred Stock. As of the date of this Agreement, there are are: (i) 4,241,883 2,863,176 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable and none 2,130,878 of which are subject to repurchase rights, rights under the Target Stock Plan or related agreements as described in the Target Disclosure Schedule; (ii) no shares of Target Class B Common Stock issued or outstanding, (iii) 1,276,958.332 4,452,200 shares of Series A Preferred Stock issued and outstandingoutstanding (collectively, the "Target Preferred Stock"), all of which are validly issued, fully paid and nonassessable, and each share all of which is are convertible into 1.2 shares of Target Common Stock, Stock on a one share for one share basis; (iii) warrants to p! urchase up to 632,610.671 shares of Target Common Stock (collectively, the "TARGET WARRANTS"); (iv) 1,532,349.998 4,452,200 shares of Target Common Stock reserved for future issuance upon conversion of the Target Preferred Stock; (viv) 774,952 233,398 shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding under the Target Option Stock Plan; and (viv) 225,048 945,012 shares of Target Common Stock available and reserved for issuance upon exercise of options available or pursuant to awards to be granted in the future under the Target Option Stock Plan. The issued and outstanding shares of Target Common Stock and of Target Preferred Stock are held of record by the shareholders stockholders of Target as set forth and identified in the shareholder stockholder list attached as Schedule 3.2(a) to the Target Disclosure Schedule. The issued and outstanding Target Options are held of record by the option holders as set forth and identified in the option holder list provided to Acquiror or its representative! s. The issued and outstanding Target Warrants are held of record by the warrantholders as set forth and identified in the warrantholder list provided to Acquiror or its representatives. All shares of Target Common Stock and Target Preferred Stock subject to issuance as specified above, upon issuance on the terms and conditions (including payment) 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 subject to issuance issuable upon the exercise of Target Options and Target WarrantsOptions, upon issuance on the terms and conditions (including payment) specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as otherwise set forth in Schedule 3.2(a), none of the issued and outstanding shares of Target Common Stock are subject to contractual rights to repurchase upon the termination of the employment or consulting services of the holder thereof with Target or its affiliates. All outstanding shares of Target Common Stock, Stock and Target Preferred Stock and outstanding Target Options and Target Warrants (collectively blquote TARGET SECURITIES"Target Securities") were issued in compliance with applicable federal and state securities laws. Except as set forth for the redemption rights of the Target Preferred Stock provided for in the Target Disclosure ScheduleCertificate of Incorporation, there are no obligations, contingent or otherwise, of Target to repurchase, redeem or otherwise acquire any shares of Target Common Stock or Target Preferred Stock or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. An updated Schedule 3.2(a) reflecting changes changes, if any, permitted by this Agreement in the capitalization of Target between the date hereof and the Effective Time shall be delivered by Target to Acquiror on the Closing Date.

Target Capital Structure. (a) The authorized and issued capital stock of Target consists is as set forth on Schedule 3.2. As of 8,950,000 the date of this Agreement, all of the shares of Target Common StockStock issued and outstanding are validly issued, 50,000 shares fully paid and nonassessable, all of Class B Common Stock, $0.01 par value per share ("TARGET CLASS B COMMON STOCK"), and 2,000,000 the shares of Preferred StockStock issued and outstanding (collectively, the "TARGET PREFERRED STOCK") are validly issued, fully paid and nonassessable, and all of the Target Preferred Stock is which 1,500,000 shares are designated as Series A Cumulative Convertible convertible into Target Common Stock with no liquidation preference, dividend payments, or other additional consideration accruing to the Target Preferred StockStock by virtue of this transaction. As of the date of this Agreement, there are (i) 4,241,883 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable and none of which are subject to repurchase rights, (ii) no shares of Target Class B Common Stock issued or outstanding, (iii) 1,276,958.332 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 1.2 shares of Target Common Stock, (iii) warrants to p! urchase purchase up to 632,610.671 191,327 shares of Target Common Stock (collectively, the "TARGET WARRANTS"); (ivii) 1,532,349.998 6,857,994 shares of Target Common Stock reserved for future issuance upon conversion of the Target Preferred StockStock and upon exercise of the Target Warrants; (viii) 774,952 1,069,019 shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding under the Target Option PlanPlans; and (viiv) 225,048 80,000 shares of Target Common Stock reserved for issuance upon exercise of options available to be granted in the future under the Target Option PlanPlans. There is no accrued or declared by unpaid dividend or other amount payable on any shares of Target Preferred Stock following its conversion into Target Common Stock or Target Common Stock. All shares of Target Preferred Stock will be converted into Target Common Stock prior to the Closing. The issued and outstanding shares of Target Common Stock and of each series of Target Preferred Stock are held of record by the shareholders stockholders of Target as set forth and identified in the shareholder stockholder list attached as Schedule 3.2(a) to of the Target Disclosure Schedule. The issued and outstanding Target Options are held of record by the option holders as set forth and identified in the option holder list provided to Acquiror or its representative! s. representatives. No Target Common Stock or Target Preferred Stock is subject to repurchase by Target or its Subsidiaries in the event the holder thereof ceases to be employed by Target or its Subsidiaries. The issued and outstanding Target Warrants are held of record by the warrantholders as set forth and identified in the warrantholder list provided to Acquiror or its representatives. All shares of Target Common Stock and Target Preferred Stock subject to issuance as specified above, upon issuance on the terms and conditions (including payment) 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 subject to issuance upon the exercise of Target Options and Target Warrants, upon issuance on the terms and conditions (including payment) specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. All outstanding shares of Target Common Stock, Target Preferred Stock and outstanding Target Options and Target Warrants (collectively blquote "TARGET SECURITIES") were issued in compliance with applicable federal and state securities laws. Except as set forth in the Target Disclosure Schedule, there are no obligations, contingent or otherwise, of Target or its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Target Common Stock or Target Preferred Stock or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. An updated Schedule 3.2(a) of the Target Disclosure Schedule reflecting changes permitted by this Agreement in the capitalization of Target and its Subsidiaries between the date hereof and the Effective Time shall be delivered by Target to Acquiror on the Closing Date.

Target Capital Structure. (a) The authorized capital stock of Target consists of 8,950,000 2,500,000 shares of Target Common Stock, 50,000 Stock and 300,000 shares of Class B Common Stock, $0.01 par value per share ("TARGET CLASS B COMMON STOCK"), and 2,000,000 shares of Target Preferred Stock, of which 1,500,000 272,667 shares are designated as Series A Cumulative Convertible Preferred Stock. As of the date of this Agreement, there are (i) 4,241,883 1,066,000 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable and none of which are subject to repurchase rights, nonassessable; (ii) no shares of Target Class B Common Stock issued or outstanding, (iii) 1,276,958.332 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 1.2 Warrants to purchase up to 47,248 shares of Target Common Stock, ; (iii) warrants to p! urchase up to 632,610.671 shares of Target Common Stock (collectively, the "TARGET WARRANTS"); (iv) 1,532,349.998 47,248 shares of Target Common Stock reserved for future issuance upon conversion exercise of the Target Preferred StockWarrants; (iv) Target Convertible Notes convertible into up to 197,108 shares of Target Common Stock upon the consummation of the Merger; (v) 774,952 197,108 shares of Target Common Stock reserved for issuance upon conversion of Target Convertible Notes; (vi) 203,050 shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding under the Target Option PlanPlan or otherwise; and (vivii) 225,048 9,855 shares of Target Common Stock reserved for issuance upon exercise in cancellation of options available to be granted in the future under the Professional Obligations; and (viii) no shares of Target Option PlanPreferred Stock are issued and outstanding. The issued and outstanding shares of Target Common Stock and of Target Preferred Stock are held of record by the shareholders stockholders of Target as set forth and identified in the shareholder stockholder list attached as Schedule 3.2(a) to the Target Disclosure Schedule. The issued and outstanding Target Options are held of record by the option holders as set forth and identified in Schedule 2.1(d) of the option holder list provided to Acquiror or its representative! s. Target Disclosure Schedules. The issued and outstanding Target Warrants are held of record by the warrantholders as set forth and identified in Schedule 2.1(g) of the warrantholder list provided Target Disclosure Schedule. The issued and outstanding Target Convertible Notes are held of record by the noteholders as set forth and identified in Schedule 2.1(e) of the Target Disclosure Schedule. The Professional Obligations are owed to Acquiror or its representativesthe organizations set forth in Schedule 2.1(f) of the Target Disclosure Schedule. All shares of Target Common Stock and Target Preferred Stock subject to issuance as specified above, upon issuance on the terms and conditions (including payment) 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 subject to issuance upon the exercise of Target Options and Target WarrantsWarrants or upon the conversion of Target Convertible Notes, upon issuance on the terms and conditions (including payment) specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Target Common Stock are subject to contractual rights to repurchase upon the termination of the employment of the holder thereof with Target or its affiliates. All outstanding shares of Target Common Stock, Target Preferred Stock and outstanding Target Options Options, Target Warrants and Target Warrants Convertible Notes (collectively blquote "TARGET SECURITIES") were issued in compliance with applicable federal and state securities laws. Except as set forth in the Target Disclosure Schedule, there are no obligations, contingent or otherwise, of Target to repurchase, redeem or otherwise acquire any shares of Target Common Stock or Target Preferred Stock or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. An updated Schedule 3.2(a) reflecting changes permitted by this Agreement in the capitalization of Target between the date hereof and the Effective Time shall be delivered by Target to Acquiror on the Closing Date.