Capitalization of Target. Target has an authorized capitalization consisting of (x) 215,000 shares of Target Common Stock of which 147,177.19 shares of Target Common Stock are issued and outstanding, 34,787 shares of Target Common Stock are reserved for issuance and none of which are held in Target’s treasury and (y) 20,000 shares of preferred stock, par value $0.01 per share, none of which are outstanding; provided, that the share numbers set forth in the foregoing clause (x)do not take into account any issuances of capital stock of Target after the date hereof upon the exercise of any options outstanding on the date hereof. All such outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive rights. Except as described above, no shares of capital stock of Target are authorized, issued, outstanding or reserved for issuance. Except as set forth on Section 4.4 of the Target Disclosure Letter, there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of, or other equity or voting interest in, Target, pursuant to which Target or any of its Subsidiaries is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, shares of Target Common Stock, any other shares of the capital stock of or other equity or voting interest in, Target or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of or other equity or voting interest in, Target. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interest in, Target. Neither Target nor any of its Subsidiaries has any authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the Target Stockholders on any matter. Except as set forth on Section 4.4 of the Target Disclosure Letter, there are no Contracts to which Target or any of its Subsidiaries is a party or by which they are bound to (i) repurchase, redeem or otherwise acquire any ...
Capitalization of Target. As of the date of this Agreement, the authorized capital stock of Target consists of (i) 370,000,000 shares of common stock (the “Target Common Stock”), of which 42,910,340 shares are issued and outstanding, and (ii) 257,499,620 shares of preferred stock (the “Target Preferred Stock”, and along with the Target Common Stock, the “Target Capital Stock”), 2,000,000 shares of which are designated as Series 1 Preferred Stock, all of which are issued and outstanding; 14,638,892 shares of which are designated as Series A Preferred Stock, 14,222,225 of which are issued and outstanding; 42,558,841 shares of which are designated as Series B Preferred Stock, all of which are issued and outstanding; 28,301,887 shares of which are designated as Series C Preferred Stock, all of which are issued and outstanding; and 170,000,000 shares of which are designated as Series D Preferred Stock, 168,924,005 of which are issued and outstanding (the “Target Series D Preferred Stock”). All outstanding shares of Target Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any Encumbrances, and are not subject to preemptive rights or rights of first refusal created by statute, the Restated Articles or Bylaws of Target or any Contract to which Target is a party or by which it is bound. As of the date of this Agreement, (x) there are 21,252,194 shares of Target Common Stock reserved for issuance under Target’s 2011 Equity Incentive Plan (the “2011 Plan”), of which, as of the date of this Agreement, 11,057,854 shares were subject to outstanding options, (y) there are 10,194,340 shares that have been reserved for future option or stock grants and 9,000 shares have been issued upon the exercise of options issued pursuant to the 2011 Plan. As of the date of this Agreement, zero shares have been reserved for future option or stock grants and 13,367,264 shares have been issued upon the exercise of options issued pursuant to the Target’s 2001 Equity Incentive Plan (the “2001 Plan”). Zero shares have been reserved for future option or stock grants and 2,890,231 shares have been issued upon the exercise of options issued pursuant to the ImmenStar, Inc. 2006 Global Share Plan (together with the 2011 Plan and the 2001 Plan, the “Target Incentive Plans” and each a “Target Incentive Plan,” and the options outstanding thereunder, the “Target Options”). No other stock option plan or other equity based compensation plan or agreement is currently in effect, and...
Capitalization of Target. The authorized capital stock of Target consists of 20,000 shares of common stock, $10.00 par value per share, of which 10,000 shares are issued and outstanding. No shares of such capital stock are held in the treasury of Target. All of issued and outstanding shares of capital stock of Target are duly authorized, validly issued, fully paid and nonassessable. There exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, the capital stock of Target for which a release has not been obtained prior to Closing. Neither the Shareholders nor Target are parties to or bound by, nor do they have any knowledge of, any agreement, instrument, arrangement, contract, obligation, commitment or understanding of any character, whether written or oral, express or implied, relating to the sale, assignment, encumbrance, conveyance, transfer or delivery of any capital stock of Target. No shares of capital stock of Target have been issued or disposed of in violation of the preemptive rights of any of Target's Shareholders. All accrued dividends on the capital stock of Target, whether or not declared, have been paid in full.
Capitalization of Target. (a) The authorized capital stock of Target consists of 50,000,000 shares of common stock and 10,000,000 shares of preferred stock (which has not been established in any series). As of the date hereof:
Capitalization of Target. (a) The Membership Interests constitute the entire outstanding membership interests of Target. Target Members collectively hold all of the issued Membership Interests, and the Membership Interests are held of record by the respective Target Members as set forth on Section 4.3(a) of the Target Disclosure Memorandum.
Capitalization of Target. (i) The authorized capital stock of Target1 consists of 1,000 shares of Target1 Common Stock, of which 1,000 shares of Target1 Common Stock are issued and outstanding, and none of which is held in treasury. There are no (i) securities convertible into or exchangeable for any of the capital stock or other securities of Target1, (ii) options, warrants or other rights to purchase or subscribe to capital stock or other securities of Target1 or securities which are convertible into or exchangeable for capital stock or other securities of Target1 or (iii) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of Target1, any such convertible or exchangeable securities or any such options, warrants or other rights. All of the issued and outstanding shares of Target1 Common Stock are validly issued, fully paid and nonassessable, and all such shares are owned free and clear of all security interests, liens, claims, pledges or other similar matters ("Liens"), agreements, limitations in voting rights, limitations, equities, claims or obligations to other persons of any nature, kind or character and free and clear of all restrictions on transfer, except for those imposed by the Securities Act of 1933, as amended (the "Securities Act") and all applicable state securities laws.
Capitalization of Target. The authorized capital stock of Target consists of (i) 20,000,000 shares of Target Common Stock, of which 3,789,171 shares are issued and outstanding as of the date hereof, and (ii) 650,000 shares of Target Preferred Stock, of which 395,834 shares are issued and outstanding as of the date hereof. All of the issued and outstanding shares of Target Common Stock and Target Preferred Stock have been duly authorized and are validly issued, fully paid and nonassessable and are free of preemptive rights with no personal liability attaching to the ownership thereof. Target has no outstanding bonds, debentures, notes, or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the holders of Target Common Stock on any matter. Except as set forth in the Target Disclosure Letter, Target does not have and is not bound by, and at the Effective Time, will not have or be bound by, any outstanding subscriptions, options, warrants, calls, convertible securities, rights, or other contracts, commitments, agreements, arrangements or understandings (collectively, "Contracts") of any character, to or by which Target is a party or is bound, which, directly or indirectly, obligate Target to issue, deliver, transfer or sell any shares of Target Common Stock or Target Preferred Stock or any other equity or debt security of Target or any securities representing the right to purchase or otherwise receive any shares of Target Common Stock or Target Preferred Stock or any other equity or debt security of Target. After the Effective Time, the Surviving Corporation will have no obligation to issue, deliver, transfer or sell any shares of capital stock or other equity interest of Target or the Surviving Corporation pursuant to any employee benefit plan of Target.
Capitalization of Target. (i) As of the date hereof, the authorized share capital of Target consists of an unlimited number of Common Shares and an unlimited number of (non-voting) preferred shares, issuable in series. As of the date hereof, 3,851,863 Common Shares and no preferred shares are issued and outstanding. There are no stock options outstanding as of the date hereof and there are no other options, puts, calls, conversion privileges, warrants or other rights, agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by Target of any shares of Target or any securities or rights of any kind convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of Target, nor are there any outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the share price, book value, income or other attribute of Target. All outstanding Common Shares have been duly authorized and validly issued, are fully paid and non- assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights.
Capitalization of Target. The authorized share capital of Target consists of (i) 17,413,045 Preferred Shares, par value US$0.01 per share, 13,500,000 of which are designated as Series A Preferred Stock and 3,913,045 of which are designated as Series B Preferred Stock; and (ii) 30,000,000 shares of Common Stock, par value US$0.01 per share. The issued and outstanding shares of capital stock of Target are: (i) 12,708,791 shares of Series A Preferred Stock; (ii) 3,913,045 shares of Series B Preferred Stock; and (iii) 8,483,167 shares of Common Stock (excluding Target Restricted Stock). All outstanding shares of Target Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any Encumbrances other than any Encumbrances created by or imposed upon the holders thereof, including by applicable securities laws, and are not subject to preemptive rights or rights of first refusal created by statute, the Target Organizational Documents or any agreement to which Target is a party. As of the date of this Agreement, there are 1,311,935 shares of Common Stock reserved for issuance pursuant to Target Options, and Target Options are held in the amounts and by the Persons set forth in Section 3.5(a) of the Target Disclosure Schedule. As of the date of this Agreement, there are 77,500 shares of Target Restricted Stock that are issued and outstanding. Target has no share option, equity compensation or other similar plans other than the 2003 Plan. Neither Target nor any Target Related Business has any outstanding warrant to purchase shares of its capital stock. Target has delivered to Acquiror true and complete copies of each option agreement evidencing each Target Option. Except for the rights created pursuant to this Agreement and the rights disclosed in this Section 3.5 and in and pursuant to the 2003 Plan, there are no other options, warrants, 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, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Target Capital Stock or obligating Target to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All Target Option Shares will be, when issued pursuant to the respective terms of the respective Target Options, duly authorized, validly issued, fully paid and nonassess...
Capitalization of Target. The authorized capital stock of Target consists of 10,000,000 shares of Common Stock, of which 1,998,689 shares are currently outstanding and held as set forth on Schedule 2.2 hereto. Target Options are outstanding for the purchase of an aggregate of 401,846 shares of Target Common Stock. The outstanding shares of Target Common Stock and the outstanding Target Options are held by the individuals and entities and in the amounts indicated in Schedule 2.2. Assuming the exercise in full of the Target Options other than the Terminating Options, a total of 2,201,535 shares of Target Common Stock would be issued and outstanding immediately prior to the Closing, and held as indicated in Schedule 2.2. All issued and outstanding shares of Target Common Stock are validly issued, fully paid and non-assessable. Except as set forth on Schedule 2.2 or the Target Disclosure Schedule, there are no outstanding (a) securities convertible into or exchangeable for shares of Target Common Stock; (b) options, warrants or other rights to purchase or subscribe to capital stock of Target or securities convertible into or exchangeable for capital stock of Target; or (c) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance of any capital stock of Target, any such convertible or exchangeable securities or any such options, warrants or rights. The Merger will result in shares of MRTO Common Stock being issued to the Target Stockholders indicated in Schedules 2.2(a), assuming the exercise in full of all Target Options other than the Terminating Options, and assuming there are no Dissenting Shares.
