Capitalization of the Target Clause Samples

Capitalization of the Target. The authorized capital stock of the Target consists of 1,000 shares of common stock, no par value (the "TARGET COMMON STOCK"), of which 200 shares are issued and outstanding. All issued and outstanding shares of Target Common Stock are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the Selling Stockholders. There are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target, and no Selling Stockholder is a party to any proxy, voting trust or other agreements with respect to the voting of the Target Common Stock.

Capitalization of the Target. The authorized capital of the Target consists of Twenty-Eight Thousand (28,000) units, of which the Target Units are issued and outstanding. All issued and outstanding Target Units are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the Selling Members. There are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target and, except as set forth in Schedule 3.2, no Selling Member is a party to any proxy, voting trust or other agreement with respect to the voting of the Target Units.

Capitalization of the Target. The authorized capital stock of the Target consists of 9,000 shares of common stock, $0.001 par value (the “Target Common Stock”), of which 4,294 shares are issued and outstanding, 1,000 shares of undesignated Target Preferred Stock, none of which are issued and outstanding. All issued and outstanding shares of Target Common Stock are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the Selling Stockholders. There are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target and no Selling Stockholder is a party to any proxy, voting trust or other agreements with respect to the voting of the Target Common Stock.

Capitalization of the Target. The authorized capital stock of the Target consists of 200,000,000 shares of common stock, $0.0001 par value (the "Target Common Stock"), of which 48,000,000 shares are issued and outstanding, and 50,000,000 shares of undesignated preferred stock, $0.0001 par value, of which none are issued and outstanding. All issued and outstanding shares of Target Common Stock are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the Selling Stockholders. There are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target other than a warrant to purchase 941,173 shares of Target Common Stock, which is assumed by the Company pursuant to Section 6.2, and no Selling Stockholder is a party to any proxy, voting trust or other agreements with respect to the voting of the Target Common Stock.

Capitalization of the Target. Stockholder of Record: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Trustee of the Bettingen 1999 Trust U/D/T October 8, 1999 90 Shares

Capitalization of the Target. The current capitalization of the Target is as follows: ▇▇▇▇ ▇▇▇▇▇▇ 25,500,000 shares

Capitalization of the Target. The authorized capital of the Target consists 200 shares of common stock, $.001 par value, of which 100 shares are issued and outstanding. All issued and outstanding Target Shares are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the Selling Shareholders. There are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target and no Selling Shareholder is a party to any proxy, voting trust or other except as set forth on Schedule 3.2 the voting of the Target Shares.

Capitalization of the Target. (a) All issued and outstanding share capital of the Target as of the date of hereof, and as of the Closing Date, is as set forth on Schedule 4.3(a) of the Target Disclosure Letter. As of the Closing Date, all authorized and outstanding share capital of the Target will be in the form of Target Shares. (b) Except as contemplated under this Agreement or as disclosed on Schedule 4.3(b) of the Target Disclosure Letter, (i) no subscription, warrant, option, convertible or exchangeable security, or other right (contingent or otherwise) to purchase or otherwise acquire equity securities of Target is authorized or outstanding, and (ii) there is no commitment by Target to issue shares, subscriptions, warrants, options, convertible or exchangeable securities, or other similar equity rights, to distribute to holders of its equity securities any evidence of indebtedness, to repurchase or redeem any securities of the Target or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security. There are no declared or accrued unpaid dividends with respect to any Target Shares. (c) All issued and outstanding Target Shares are (i) duly authorized, validly issued, fully paid and non-assessable and (ii) not subject to or issued in violation of any preemptive rights created by the Cayman Companies Act, Target Governing Documents or any agreement to which Target is a party. All issued and outstanding Target Shares were issued in compliance with applicable Legal Requirements. (d) No outstanding Target Shares are subject to vesting or forfeiture rights or repurchase by a Target Group Company, except as provided for under the Cayman Companies Act subject to the provisions thereunder. There are no outstanding or authorized stock appreciation, dividend equivalent, phantom stock, profit participation or other similar rights issued by any Target Group Company. (e) All distributions, dividends, repurchases and redemptions in respect of the share capital (or other equity interests) of the Target were undertaken in compliance with the Target Governing Documents then in effect, any agreement to which the Target then was a party and in compliance with applicable Legal Requirements. (f) Except as set forth in the Target’s Governing Documents in connection with the Transactions, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other similar agreements or unde...

Capitalization of the Target. The current capitalization of the Target is as follows: ▇▇▇▇ ▇▇▇▇▇▇▇ 80 shares ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 20 shares Pursuant to that certain stock purchase agreement by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ dated October 3, 2005, as may be amended from time to time, ▇▇. ▇▇▇▇▇▇▇▇▇▇ has the right to acquire the 80 shares held by ▇▇. ▇▇▇▇▇▇▇ for a purchase price of $30,000.00, of which $15,000.00 has been paid. Thus, $15,000 is due to ▇▇. ▇▇▇▇▇▇▇. In addition, the Target has been recently fined $2,500.00 by the NASD. ▇▇. ▇▇▇▇▇▇▇▇▇▇ has agreed that he will consummate the stock purchase agreement with the Target subject to this fine, and ▇▇. ▇▇▇▇▇▇▇ has agreed to reduce the final payment to $12,500.00, which will be paid at Closing. Pursuant to that certain assignment agreement, ▇▇. ▇▇▇▇▇▇▇▇▇▇ has agreed, immediately prior to the Closing, to assign 10 of the 20 shares of Target Common Stock and the right to acquire 40 of the 80 shares held by ▇▇. ▇▇▇▇▇▇▇ to ▇▇▇ ▇. ▇▇▇▇▇▇. Thus, at the Closing, the capitalization of the Target will be as set forth in the following table, and the Merger Consideration shall be issued in accordance with the following table: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 50 3,000,000 $150,000.00 ▇▇▇ ▇. ▇▇▇▇▇▇ 50 3,000,000 $150,000.00