Target Capital Structure Clause Samples

Target Capital Structure. (a) The authorized capital stock of Target consists of 2,500,000 shares of Target Common Stock and 300,000 shares of Target Preferred Stock, of which 272,667 shares are designated as Series A Preferred Stock. As of the date of this Agreement, there are (i) 1,066,000 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) Target Warrants to purchase up to 47,248 shares of Target Common Stock; (iii) 47,248 shares of Target Common Stock reserved for future issuance upon exercise of the Target Warrants; (iv) Target Convertible Notes convertible into up to 197,108 shares of Target Common Stock upon the consummation of the Merger; (v) 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 Plan or otherwise; (vii) 9,855 shares of Common Stock reserved for issuance in cancellation of the Professional Obligations; and (viii) no shares of Target Preferred Stock are issued and outstanding. The issued and outstanding shares of Target Common Stock are held of record by the stockholders of Target as set forth and identified in the 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 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 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 the organizations set forth in Schedule 2.1(f) of the Target Disclosure Schedule. 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. All shares of Target Common Stock subject to issuance upon the exercise of Target Options and Target Warrants or upon the conversion of Target Convertible Notes, upon issuance on the terms and conditions specified in the instrument pursuant to...

Target Capital Structure. (a) The authorized capital stock of TARGET consists of 50,000,000 shares of common stock, par value $0.01 per share ("TARGET Common Stock"), and 10,000,000 shares of Preferred Stock, par value $0.01 per share ("TARGET Preferred Stock"). As of October 31, (i) 16,323,074 shares of TARGET Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) there were options and rights outstanding under the TARGET Stock Option Plans, entitling the optionees thereunder upon valid exercise to acquire in the aggregate 1,342,556 shares of TARGET Common Stock, (iii) there were warrants outstanding entitling the holders thereof upon valid exercise to acquire in the aggregate 1,306,133 shares of TARGET Common Stock at the exercise prices set forth on the TARGET Disclosure Schedule, and (iv) no shares of TARGET Common Stock were held by any Subsidiary of TARGET. No change in such capitalization has occurred since such date other than the exercise and termination of stock options outstanding. No shares of TARGET Preferred Stock were issued and outstanding. 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 of any TARGET Subsidiary or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity. (b) Except as set forth in this Section 3.2, there are no equity securities of any class of TARGET or any of its Subsidiaries, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in this Section 3.2, there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which TARGET or any of its Subsidiaries is a party or by which any of them are bound obligating TARGET or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of TARGET or any of its Subsidiaries or obligating TARGET or any of its Subsidiaries to grant, extend, accelerate the vesting of or enter into any such o...

Target Capital Structure. (a) The authorized capital stock of Target consists of 13,500,000 shares of Target Common Stock and 1,500,000 shares of Preferred Stock, of which 1,500,000 shares are designated as Series A Preferred Stock. As of the date of this Agreement, there are (i) 7,367,624 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable and 1,759,061 of which are subject to repurchase rights, (ii) 1,500,000 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 and a half shares of Target Common Stock, (iii) 2,250,000 shares of Target Common Stock reserved for future issuance upon conversion of the Target Preferred Stock; (iv) 1,500 shares of Target Common Stock yet to be issued pursuant to an outstanding Target Common Stock purchase agreement; and (v) 250,500 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 1997 Stock Option Plan and no shares available for grant thereunder. The Target 1997 Stock Option Plan is referred to herein as the "Target Stock 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 on Schedule 3.2(a) of the Target Disclosure Schedule. The issued and outstanding Target Options are held of record by the option holders identified on, in the amounts, with exercise prices and subject to the vesting schedules set forth on, Schedule 3.2(a) of the Target Disclosure Schedule. All shares of Target 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, 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 (collectively "Target Securities") were issued in compliance with applicable federal and state securities laws. There are no obligations, co...

Target Capital Structure. (a) The authorized capital stock of Target consists of 50,000,000 shares of Target Common Stock and 1,250,000 shares of Preferred Stock, of which 160,000 shares are designated as Series A Preferred Stock, of which 89,200 shares are designated as Series B Preferred Stock, of which 200,000 shares are designated as Series C Preferred Stock and of which 750,000 shares are designated as Series D Preferred Stock. As of the date of this Agreement, there are (i) 1,087,700 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) 122,220 shares of Series A Preferred Stock issued and outstanding, each share of which is convertible into 95.238096 shares of Target Common Stock, 89,200 shares of Series B Preferred Stock issued and outstanding, each share of which is convertible into 25 shares of Target Common Stock, 200,000 shares of Series C Preferred Stock issued and outstanding, each share of which is convertible into 10 shares of Target Common Stock, and 732,158 shares of Series D Preferred Stock issued and outstanding, each share of which is convertible into 10 shares of Target Common Stock, all of which are validly issued, fully paid and nonassessable; (iii) 23,191,580 shares of Target Common Stock reserved for future issuance upon conversion of the Target Preferred Stock; (iv) warrants to purchase an aggregate of 2,520,894 shares of Target Common Stock, 2,793 shares of Series A Preferred Stock, and 1,464 shares of Series D Preferred Stock; and (v) 2,049,015 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 Amended and Restated Stock Option Plan (the "Target Stock Option Plan"). The issued and outstanding shares of Target Common Stock and of Target Preferred Stock are held of record by the stockholders of Target as set forth and identified on Schedule 3.2(a) of the Target Disclosure Schedule. The issued and outstanding Target Options are held of record by the option holders identified on, in the amounts, with exercise prices and subject to the vesting schedules set forth on, Schedule 3.2(a) of the Target Disclosure Schedule. The issued and outstanding Target Warrants are held of record by the warrant holders as set forth and identified on Schedule 3.2(a) of the Target Disclosure Schedule. All shares of Target Stock subject to issuance as...

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 1,731,634shares 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. (a) The authorized capital stock of Target consists of 2,000,000 shares of Target Common Stock. As of the date of this Agreement there are 824,146 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. The issued and outstanding shares of Target Common 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. All shares of Target Common Stock are duly authorized, validly issued, fully paid and nonassessable. All shares of Target Common Stock issuable upon conversion of the Target Debt will be duly authorized, validly issued, fully paid and nonassessable. All outstanding shares of Target Common Stock and Target Debt (collectively "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 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. (b) Except as set forth in this Section 3.2, there are no equity securities of any class or series of Target, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in this Section 3.2, there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which Target is a party or by which it is bound obligating Target to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Target or obligating Target to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. Target is not in active discussion, formal or informal, with any person or entity regarding the issuance of any form of additional Target equity that has not been issued or committed to prior to the date of this Agreement. Except as provided in this Agreement and the other Transaction Documents (as def...

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. 12 3.3 Subsidiaries..................................................13 3.4

Target Capital Structure. Authority; No Conflict; Required Filings and Consents