Common use of Target Capital Structure Clause in Contracts

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 option, warrant, equity security, call, right, commitment or agreement. To the knowledge of TARGET, there are no voting trusts, proxies or other agreements or understandings with respect to the shares of capital stock of TARGET other than the Voting Agreement attached hereto as Exhibit A. All of the outstanding TARGET Common Stock, options or warrants were either registered under the Securities Act of 1933, as amended (the "Securities Act") or were issued pursuant to valid exemptions from registration. TARGET has taken all actions necessary such that after the Effective Time there will not exist any rights of any nature granting any Person a right to acquire the securities of TARGET and/or its Subsidiaries.

Target Capital Structure. (a) The authorized capital stock of TARGET Target ------------------------ consists of 50,000,000 shares of common stockCommon Stock, $0.001 par value $0.01 per share share, of which there were 24,126,600 shares issued and outstanding as of the date hereof ("TARGET Common Stock"excluding shares held in treasury of which there are none), and 10,000,000 25,000,000 shares of Preferred Stock, $0.001 par value $0.01 per share ("TARGET Preferred Stock")share, of which no shares are issued or outstanding as of the date hereof. As of October 31, (i) 16,323,074 All outstanding shares of TARGET Target Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessablenonassessable and are not subject to preemptive rights created by statute, (ii) 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 date hereof, the Target had reserved an aggregate of 3,000,000 shares of Target Common Stock for issuance pursuant to the Target's 1999 Stock Option Plan. As of the date hereof, there were no options and rights outstanding under to purchase shares of Target Common Stock pursuant to the TARGET Target's 1999 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 outstandingPlan. All shares of TARGET Target Common Stock subject to issuance as specified aboveaforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall would be duly authorized, validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, A list of TARGET or any all holders of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of TARGET Target Common Stock or the capital stock of any TARGET Subsidiary or make any investment (in the form of a loanrights to acquire Target Common Stock, capital contribution or otherwise) in any such Subsidiary or any other entity. (b) Except as together with their holdings, is 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 outstandingthe Target Schedules. Except as set forth in this Section 3.2, there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character The Target Schedules also list each person who holds options 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 acquire shares of capital stock Target Common Stock of TARGET or which the exercisability will be accelerated in any way by the transactions contemplated by this Agreement as well as the number of its Subsidiaries or obligating TARGET or any shares subject to such options and the extent of its Subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. To the knowledge of TARGET, there are no voting trusts, proxies or other agreements or understandings with respect to the shares of capital stock of TARGET other than the Voting Agreement attached hereto as Exhibit A. All of the outstanding TARGET Common Stock, options or warrants were either registered under the Securities Act of 1933, as amended (the "Securities Act") or were issued pursuant to valid exemptions from registration. TARGET has taken all actions necessary such that after the Effective Time there will not exist any rights of any nature granting any Person a right to acquire the securities of TARGET and/or its Subsidiariesacceleration.

Target Capital Structure. (a) The authorized capital stock of TARGET Target consists of 50,000,000 (i) 20,000,000 shares of common stock, par value $0.01 per share ("TARGET Target Common Stock"), of which 3,516,954 shares are issued and 10,000,000 outstanding and (ii) 8,801,708 shares of Target Preferred Stock, no par value $0.01 per share value, of which: ("TARGET A) 800,000 shares are designated as Series A Preferred Stock"). As , all 800,000 of October 31, (i) 16,323,074 shares of TARGET Common Stock were which are issued and outstanding; (B) 400,000 shares are designated as Series C Preferred Stock, all 400,000 of which are issued and outstanding; (C) 2,161,308 shares are designated as Series D Preferred Stock, 2,142,308 of which are issued and outstanding; (D) 1,576,800 shares are designated as Series E Preferred Stock, 1,576,800 of which are issued and outstanding; and (E) 3,520,000 shares are designated as Series F Preferred Stock, 2,100,844 of which are issued and outstanding. The outstanding Target Stock is 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 and Target Preferred Stock held by each such person and/or entity). All outstanding shares of Target Common Stock and Target Preferred Stock have been duly authorized, authorized and validly issued, are fully paid and nonassessable, (ii) there were options issued in compliance with state 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 Schedulefederal securities laws, 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 are subject to issuance as specified aboveno preemptive rights or rights of first refusal created by statute, upon issuance on the terms and conditions specified in the instruments pursuant Articles of Incorporation or Bylaws of Target or any agreement to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. There are no obligations, contingent Target is a party 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 entityby which it is bound. (b) Except as set forth in this Section 3.23.2(a) or Section 3.2 of the Target Disclosure Schedule, and except for the conversion rights of the holders of the outstanding Target Preferred Stock, there are (i) no equity securities of any class of TARGET Target or any of its Subsidiaries, or any security securities exchangeable into or exercisable for such equity securities, securities issued, reserved for issuance issuance, or outstanding. Except as set forth in this Section 3.2outstanding and (ii) no outstanding subscriptions, there are no options, warrants, equity securitiesputs, calls, rights, or other commitments or agreements of any character to which TARGET or any of its Subsidiaries Target is a party or by which any of them are it is bound obligating TARGET or any of its Subsidiaries Target to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional shares repurchased or redeemed, any equity securities of capital stock of TARGET or any of its Subsidiaries Target or obligating TARGET or any of its Subsidiaries Target to grant, extend, accelerate the vesting of of, change the price of, or otherwise amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. To Section 3.2 of the knowledge Target Disclosure Schedule sets forth the names of TARGETall holders of Target Options and Target Warrants, there together with the number of shares of Target Stock for which each such option and warrant may be exercised, and the exercise price and vesting schedule (including acceleration provisions, if any) for each such option and warrant. There are no voting trustscontracts, proxies commitments or other agreements relating to voting, purchase or understandings with respect to the shares sale of Target capital stock (i) between or among Target and any of TARGET other than its shareholders or the Voting Agreement attached hereto as Exhibit A. All of the outstanding TARGET Common Stock, options or warrants were either registered under the Securities Act of 1933, as amended (the "Securities Act") or were issued pursuant to valid exemptions from registration. TARGET has taken all actions necessary such that after the Effective Time there will not exist any rights holders of any nature granting Target Options or Target Warrants, or (ii) to Target's knowledge, between or among any Person a right to acquire Target shareholders or the securities holders of TARGET and/or its Subsidiariesany Target Options or Target Warrants.

Target Capital Structure. (a) The authorized capital stock of TARGET Target consists of 50,000,000 1,000,000 shares of common stock, par value $0.01 per share ("TARGET Target Common Stock"), and 10,000,000 shares of Preferred Stock, par value $0.01 per share ("TARGET Preferred Stock")share. As of October 31the date of this Agreement, there are (ia) 16,323,074 375,559 shares of TARGET Target Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessablenonassessable and none of which are subject to repurchase rights, (iib) there were options and rights outstanding under (the TARGET "Target Options") to purchase 47,167 shares of Target Common Stock issued pursuant to Target's 1995 Nonqualified Stock Option PlansPlan of Southern Research Technologies, entitling the optionees thereunder upon valid exercise to acquire in the aggregate 1,342,556 Inc. and 128,225 shares of TARGET Target Common Stock issued pursuant to Target's 1993 Stock Option Plan of Southern BioSystems, Inc. (each a "Target Option Plan") and (c) warrants to purchase 24,174 shares of Target Common Stock issuable pursuant to warrant agreements. The issued and outstanding shares of Target Common Stock, Target Options and warrants to purchase shares of Target Common Stock (iii"Target Warrants") there are held of record by the persons set forth and identified on Schedule 3.2(a) of the Target Disclosure Schedule as of the date hereof. All outstanding shares of Target Common Stock and all options or warrants to purchase Target Common Stock (collectively "Target Securities") were warrants outstanding entitling the holders thereof upon valid exercise to acquire issued in compliance with applicable federal and state securities laws. Except as set forth in the aggregate 1,306,133 shares of TARGET Common Stock at the exercise prices set forth on the TARGET 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 there are no obligations, contingent or otherwise, of TARGET Target or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of TARGET 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. 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. Except as set forth in the Target Disclosure Schedule, no outstanding shares of Target's Common Stock were, at the time they were issued, subject to a right of repurchase by Target under any circumstances. (b) Except as set forth in this Section 3.2, there are no equity securities of any class or series of TARGET or any of its SubsidiariesTarget, 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 Target is a party or by which any of them are it is bound obligating TARGET Target or any of its Subsidiaries Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of TARGET Target or any of its Subsidiaries Subsidiary or obligating TARGET Target or any of its Subsidiaries Subsidiary to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. To Except as provided in this Agreement and the knowledge of TARGETother Transaction Documents (as defined in Section 3.3(a)) or any transaction contemplated hereby or thereby, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of the shares of capital stock of TARGET other than the Voting Agreement attached hereto Target or any Subsidiary. (c) Except as Exhibit A. All set forth in this Section 3.2, (i) Target owns, directly or indirectly through a Subsidiary, all of the outstanding TARGET Common Stockshares of capital stock (or other ownership interests having by their terms ordinary voting power to elect directors or other performing similar functions with respect to such Subsidiary) of each of Target's Subsidiaries, options and (ii) each of the outstanding shares of capital stock of each of Target's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and is owned, directly or warrants were either registered under indirectly, by Target free and clear of all liens, pledges, security interests, claims or other encumbrances. The Target Disclosure Schedule sets forth for each Subsidiary of Target: (i) its name and jurisdiction of incorporation or organization; (ii) its authorized capital stock or share or equity capital; (iii) the Securities Act number of 1933issued and outstanding shares of capital stock or share or equity capital; (iii) the number of issued and outstanding shares of capital stock or share or equity capital; and (iv) the holder or holders of such shares. Except for interests in the Target's Subsidiaries or as set forth in the Target Disclosure Schedule, as amended neither Target or any of its Subsidiaries owns directly or indirectly any interest or investment (the "Securities Act"whether equity or debt) if any corporation, partnership, joint venture, business, trust or were issued pursuant to valid exemptions from registration. TARGET has taken all actions necessary such that after the Effective Time there will not exist any rights of any nature granting any Person a right to acquire the securities of TARGET and/or its Subsidiariesother entity.

Target Capital Structure. (a) The authorized capital stock of TARGET Target consists of 50,000,000 6,000,000 shares of common stock, par value $0.01 per share ("TARGET Target Common Stock"), and 10,000,000 Stock of which 4,891,448 shares of Preferred Stock, par value $0.01 per share 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 ("TARGET Preferred Stock"which list sets forth the amount of Target Common Stock held by each such person). As of October 31, (i) 16,323,074 All outstanding shares of TARGET Target Common Stock were issued have been duly authorized and outstanding, all of which are duly authorized, validly issued, are fully paid and nonassessable, (ii) there were options issued in compliance with state 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 Schedulefederal securities laws, 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 are subject to issuance as specified aboveno preemptive rights or rights of first refusal created by statute, upon issuance on the terms and conditions specified in the instruments pursuant Certificate of Incorporation or Bylaws of Target or any agreement to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. There are no obligations, contingent Target is a party 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 entityby which it is bound. (b) Except as set forth in this Section 3.23.2(a) or Section 3.2 of the Target Disclosure Schedule, there are (i) no equity securities of any class of TARGET Target or any of its Subsidiaries, or any security securities exchangeable into or exercisable for such equity securities, securities issued, reserved for issuance issuance, or outstanding. Except as set forth in this Section 3.2outstanding and (ii) no outstanding subscriptions, there are no options, warrants, equity securitiesputs, calls, rights, or other commitments or agreements of any character to which TARGET or any of its Subsidiaries Target is a party or by which any of them are it is bound obligating TARGET or any of its Subsidiaries Target to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional shares repurchased or redeemed, any equity securities of capital stock of TARGET or any of its Subsidiaries Target or obligating TARGET or any of its Subsidiaries Target to grant, extend, accelerate the vesting of of, change the price of, or otherwise amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. To Section 3.2 of the knowledge Target Disclosure Schedule sets forth the names of TARGETall holders of Target Options, there 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 voting trustscontracts, proxies commitments or other agreements relating to voting, purchase or understandings with respect sale of Target capital stock (i) between or among Target and any of its stockholders or Target Option holders or (ii) to the shares best of capital stock of TARGET other than the Voting Agreement attached hereto as Exhibit A. All of the outstanding TARGET Common StockTarget's knowledge, options between or warrants were either registered under the Securities Act of 1933, as amended (the "Securities Act") among any Target stockholders or were issued pursuant to valid exemptions from registration. TARGET has taken all actions necessary such that after the Effective Time there will not exist any rights of any nature granting any Person a right to acquire the securities of TARGET and/or its SubsidiariesTarget Option holders.

Target Capital Structure. (a) The authorized capital stock of TARGET Target ------------------------ consists of 50,000,000 100,000,000 shares of common stockCommon Stock, par value $0.01 0.0001 per share share, of which there were 7,638,480 shares issued and outstanding as of November 15, 2000 ("TARGET Common Stock"none of which were held by Target in its treasury), and 10,000,000 shares of Preferred Stock, par value $0.01 per share ("TARGET Preferred Stock"). As share, of October 31, (i) 16,323,074 which there are authorized 2,000,000 shares of TARGET Common Stock Series A Preferred, of which there were 750,000 shares issued and outstandingoutstanding as of November 15, all 2000, and 4,000,000 shares of Series B Preferred, of which there were no shares issued and outstanding as of November 15, 2000. All outstanding shares of Target Stock are duly authorized, validly issued, fully paid and nonassessablenonassessable 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 or its assets is bound. As of November 15, 2000, (i) Target had reserved an aggregate of 4,000,000 shares of Target Common Stock for issuance pursuant to Target's 1999 Employee Incentive Compensation Plan, and (ii) there were options and rights ("Target ------ Options") outstanding under the TARGET Stock Option Plans, entitling the optionees thereunder upon valid exercise to acquire in the purchase an aggregate 1,342,556 of 3,332,700 shares of TARGET Target ------- Common StockStock pursuant to Target's 1999 Employee Incentive Compensation Plan. As of November 15, 2000, there are warrants (iii"Target Warrants") there were warrants outstanding entitling the holders thereof upon valid exercise to acquire in the aggregate 1,306,133 --------------- purchase 1,000,000 shares of TARGET Target Common Stock at and 1,000,000 shares of Target Common Stock are reserved for issuance upon the exercise prices set forth on of 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 outstandingTarget Warrants. All shares of TARGET Target Common Stock subject to issuance as specified aboveaforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall would be duly authorized, validly issued, fully paid and nonassessable. There are no obligations, contingent The Target Disclosure Schedules list for each person who held Target Options or otherwise, of TARGET or any of its Subsidiaries Target Warrants to repurchase, redeem or otherwise acquire any shares of TARGET Target Common Stock as of November 15, 2000, the name of the holder of such option or warrant, the capital stock exercise price of any TARGET Subsidiary such option or make any investment (in warrant, the form number of a loanshares as to which such option or warrant had vested at such date, capital contribution the vesting schedule for such option or otherwise) warrant and whether the exercisability of such option or warrant will be accelerated in any such Subsidiary or any other entity. (b) Except as set forth in way by the transactions contemplated by this Section 3.2Agreement, there are no equity securities and indicates the extent of any class of TARGET or any of its Subsidiariesacceleration, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstandingif any. Except as set forth in this Section 3.2Schedule 2.2 of the Target Disclosure Schedules, there are no optionsconsummation of the Merger, warrantswhether coupled with a termination of employment or not, equity securities, calls, rights, commitments or agreements will not result in the acceleration 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 option, warrant, equity security, call, right, commitment Target Options or agreement. To the knowledge of TARGET, there are no voting trusts, proxies or other agreements or understandings with respect to the shares of capital stock of TARGET other than the Voting Agreement attached hereto as Exhibit A. All of the outstanding TARGET Common Stock, options or warrants were either registered under the Securities Act of 1933, as amended (the "Securities Act") or were issued pursuant to valid exemptions from registration. TARGET has taken all actions necessary such that after the Effective Time there will not exist any rights of any nature granting any Person a right to acquire the securities of TARGET and/or its SubsidiariesTarget Warrants.