Target Capital Stock. Target's total issued and outstanding capital stock will not exceed a total of 1990 shares of no par value common stock including the shares currently issued. Except in connection with the hiring of additional employees, Target will not prior to the Closing (a) amend its Articles of Incorporation or bylaws, (b) issue or acquire any shares of its capital stock, (c) issue or create any warrants, obligations, subscription, options, convertible securities, or other commitments under which any additional shares of its capital stock of any class may be directly or indirectly authorized, issued, or transferred from treasury, or (d) agree to do any of the acts listed above.
Target Capital Stock. Target's authorized capital consists of 100,000,000 shares of Target Common Stock, par value $.01 per share, of which 9,236,440 Shares were issued and outstanding as of April 20, 1998, including 319,176 Shares in the Salary Deferral Plan (70,067 of which are unallocated) and 46,914 Shares issued under the Deferred Compensation Plan, and 200,000 shares of Preferred Stock, of which 50,000 shares are designated as Series A Junior Participating Preferred Stock; no shares of Preferred Stock are issued or outstanding as of the date hereof. All of the issued and outstanding shares of Target Common Stock are duly authorized and validly issued, fully paid and nonassessable. Except as set forth on Exhibit 3.2 to the Disclosure Schedule delivered by Target to Acquirer simultaneously with the execution and delivery hereof (the "Disclosure Schedule"), there are no options, warrants, or similar rights granted by Target or any other agreements to which Target is a party providing for the issuance or sale by it of any additional securities which would remain in effect after the Effective Time. There is no liability for dividends declared or accumulated but unpaid with respect to any of the shares of Target Common Stock. Except for the Shares (including the associated Rights), there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Target having the right to vote (or convertible into or exchangeable for, securities having the right to vote) on any matters on which shareholders of Target may vote. There are no agreements or arrangements to which Target is a party pursuant to which Target is or could be required to register Shares or other securities under the Securities Act of 1933, as amended (the "Securities Act"). Target represents that the information set forth on Exhibit 3.2 to the Disclosure Schedule is true and correct in all material respects.
Target Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Target or the holders of any of the following securities:
Target Capital Stock. Each share of Target Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive (without interest) an amount of cash equal to (i) with respect to the Target Senior Preferred Stock, the applicable Senior Per Share Consideration for such share of Target Senior Preferred Stock and (ii) with respect to the Target Prior Preferred Stock, the applicable Prior Per Share Consideration (if any) for such share of Target Prior Preferred Stock, in each case less the portion of the Escrow Amount and the Stockholders’ Agent Expense Amount attributable to such share of Target Preferred Stock, and otherwise subject to the terms and conditions of this Agreement; provided, that if the Merger Consideration does not exceed the Senior Preference after adjustment for any Working Capital Amount pursuant to Section 2.12, no consideration shall be delivered in exchange for the Target Prior Preferred Stock. The Escrow Amount and the Stockholders’ Agent Expense Amount shall be deducted on a pro rata basis from the Merger Consideration attributable to each share of Target Preferred Stock. All other shares of Target Capital Stock shall be canceled and extinguished without any conversion thereof, and no consideration shall be delivered in exchange therefor.
Target Capital Stock. Each share of Target Capital Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be converted and exchanged into the right to receive the following (collectively, the “Merger Consideration”): cash equal to (i) the Initial Capital Stock Consideration plus (ii) any Excess Surplus divided by the Fully-Diluted Shares (the “Surplus Consideration”) plus (iii) any Remaining Escrow Amount divided by the Total Outstanding Stock (the “Escrow Consideration”).
Target Capital Stock. All of the issued and outstanding capital stock of the Target shall be owned by the Sellers free and clear of any Lien. Each of such outstanding capital stock of the Target will be duly authorized, validly issued, fully paid and nonassessable and will not be issued in violation of any applicable law or of any preemptive right of stockholders. Except for this Agreement, there is no commitment, plan, or arrangement to issue, and no outstanding option, warrant or other right calling for the issuance of, any share of capital stock of the Target or any security or other instrument convertible into, exercisable for or exchangeable for capital stock of the Target. There is no outstanding security of the Sellers or other instrument convertible into or exchangeable for capital stock of the Target.
Target Capital Stock. (i) Each share of Target Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive (without interest) a portion of the Cash Merger Consideration and Stock Merger Consideration as set forth on the Closing Payment Schedule, as adjusted by the Additional Shares, if any, the Escrow Shares as contemplated in Section 8 of the Agreement, the Management Cash Amount, the Securityholder Cash Amount, the Agent Escrow Amount and the working capital adjustment set forth in Section 2.13(e) below, and otherwise subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, if any holder of Target Preferred Stock shall not be an Accredited Investor as of the Closing Date, then, in lieu of Stock Merger Consideration to which such holder would otherwise have been entitled had such holder been an Accredited Investor, such holder shall receive Cash Merger Consideration with a value equal to such Stock Merger Consideration valued at the Deemed Value with any Additional Shares valued at the Fair Market Value of such shares as of the date of issuance hereunder.
Target Capital Stock. The authorized capital stock of Target consists solely of 4,000,000 shares of Target Common Stock, of which 846,000 shares are issued and outstanding as of the date hereof, 1,000,000 shares of preferred stock, no par value, of which no shares were issued and outstanding as of the date hereof and 100 shares of organizational common stock, $10.00 per share par value, of which no shares are issued and outstanding as of the date hereof. As of the date hereof, no shares of Target Common Stock were held in treasury by Target or otherwise directly or indirectly owned by Target. The outstanding shares of Target Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the outstanding shares of Target Common Stock have been issued in violation of the preemptive rights of any Person. Section 5.03(c) of Target's Disclosure Schedule sets forth for each Target Stock Option, the name of the grantee, the date of the grant, the type of grant, the status of the option grant as qualified or non-qualified under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), the number of shares of Target Common Stock subject to each option, the number of shares of Target Common Stock subject to options that are currently exercisable and the exercise price per share. Except as set forth in the preceding sentence, there are no shares of Target Common Stock reserved for issuance, Target does not have any Rights issued or outstanding with respect to Target Common Stock and Target does not have any commitment to authorize, issue or sell any Target Common Stock or Rights.
Target Capital Stock. Target's total issued and outstanding capital stock will not exceed a total of 10,000,000 shares of no par value common stock including the shares currently issued. Except in connection with the hiring of additional employees and except in connection with the completion of Target's Private Placement currently being undertaken, Target will not prior to the Closing (a) amend its Articles of Incorporation or bylaws, (b) issue or acquire any shares of its capital stock, (c) issue or create any warrants, obligations, subscription, options, convertible securities, or other commitments under which any additional shares of its capital stock of any class may be directly or indirectly authorized, issued, or transferred from treasury, or (d) agree to do any of the acts listed above. At Closing, Target will have no more than 10,000,000 shares issued and outstanding.
