Target Capital Structure. (a) The authorized capital stock of Target consists of 50,000,000 shares of Target Common Stock and 2,000,000 shares of Preferred Stock, $.001 par value ("Target Preferred Stock"). As of November 13, 1997: (i) 14,515,265 shares of Target Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) no shares of Target Common Stock were held in the treasury of Target or by Subsidiaries of Target; (iii) 3,662,570 shares of Target Common Stock were reserved for issuance under the Target Employee Option Plan, 3,153,814 of which were subject to outstanding options and 508,756 shares of which were reserved for future option grants; (iv) 291,194 shares of Target Common Stock were reserved for issuance pursuant to the Target Individual Options; (v) 200,000 shares of Target Common Stock were reserved for issuance under the Target Director Option Plan, 60,000 shares of which were subject to outstanding options; (vi) 327,579 shares of Target Common Stock were reserved for future issuance under the Target Purchase Plan, (vii) 96,385 shares of Target Common Stock were reserved for future issuance under the Target Incentive Plan and (viii) no shares of Target Preferred Stock were outstanding. No change in such capitalization has occurred between November 13, 1997 and the date of this Agreement other than the exercise and termination of outstanding stock options and the accrual of rights under the Target Purchase Plan. 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 or other equity securities of any Target Subsidiary or provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of such Subsidiaries entered into in the ordinary course of business. All of the outstanding shares of capital stock and all other outstanding equity securities of each of Target's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares and other equity securities (other than directors' qualifying sh...
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. The authorized capital stock of Target ------------------------ consists of 80,000,000 shares of Common Stock, $.0001 par value, of which there were 42,803,204 shares issued and outstanding as of the close of business on March 14, 1997 and 2,000,000 shares of Preferred Xxxxx, $.0000 par value, of which no shares are issued or outstanding. Since the close of business on March 14, 1997, no shares of Target Capital Stock have been issued except pursuant to the exercise of options outstanding as of March 14, 1997 under the Target Stock Option Plans or pursuant to the Target ESPP. 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 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 close of business on March 14, 1997, Target had reserved (i) an aggregate of 9,760,000 shares of Target Common Stock, net of exercises, for issuance to employees, consultants and non-employee directors pursuant to the Target Stock Option Plans, under which, as of the close of business on March 14, 1997, options and stock purchase rights, if any, were outstanding for an aggregate of 7,630,000 shares, and (ii) 90,000 shares of Common Stock, net of prior issuances, for issuance to employees pursuant to the Target ESPP. 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 and not subject to preemptive rights created by statute, 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.
Target Capital Structure. (a) The authorized capital stock of Target consists of 43,000,000 shares of Target Common Stock and 17,500,000 shares of Preferred Stock, of which 1,620,000 shares are designated as Series A Preferred Stock, 3,600,000 shares are designated as Series B Preferred Stock, 7,280,811 shares are designated Series C Preferred Stock and 4,655,000 shares are designated Series D Preferred Stock. As of the date of this Agreement, there are (i) 16,252,601 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable and 7,574,369 of which are subject to repurchase rights, (ii) 1,620,000 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 share of Target Common Stock, (iii) 3,556,772 shares of Series B Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into one share of Target Common Stock, (iv) 7,280,811 shares of Series C Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into one share of Target Common Stock, (v) 4,519,133 shares of Series D Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into one share of Target Common Stock, (vi) warrants to purchase up to 8,330 shares of Series B Preferred Stock (the "Series B Warrants"), (vii) warrants to purchase up to 100,000 shares of Series D Preferred Stock (collectively with the Series B Warrants, the "Target Warrants"); (viii) 16,976,716 shares of Target Common Stock reserved for future issuance upon conversion of the Target Preferred Stock; (ix) 1,951,110 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 Stock Option Plan; (x) no 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 2000 Stock Option Plan; and (xi) 932,625 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 ONElist Stock Option Plan. The Target 1998 Stock Option Plan, the Target 2000 Stock Option Pla...
Target Capital Structure. The authorized capital stock of Target ------------------------ consists of 50,000,000 shares of Common Stock, $0.001 par value per share, of which there were 24,126,600 shares issued and outstanding as of the date hereof (excluding shares held in treasury of which there are none), and 25,000,000 shares of Preferred Stock, $0.001 par value per share, of which no shares are issued or outstanding as of the date hereof. 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 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 outstanding to purchase shares of Target Common Stock pursuant to the Target's 1999 Stock Option Plan. 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. A list of all holders of Target Common Stock or rights to acquire Target Common Stock, together with their holdings, is set forth in the Target Schedules. The Target Schedules also list each person who holds options to acquire shares of Target Common Stock of which the exercisability will be accelerated in any way by the transactions contemplated by this Agreement as well as the number of shares subject to such options and the extent of such acceleration.
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 1,731,634 shares 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. Section 3.2 of the Disclosure Schedules list each outstanding option to acquire shares of Target Common Stock at November 3, 2000, the name of the holder of such option, the number of shares subject to such option, the exercise price of such option, the number of shares as to which such option will have vested at such date, the vesting schedule for such option and whether the exerciseability of such option will be accelerated in any way by the transactions contemplated by this Agreement or for any other reason, and indicate the extent of acceleration, if any.
Target Capital Structure. (a) The authorized capital stock of Target consists of 15,000,000 shares of Target Common Stock and 3,945,106 shares of Target Preferred Stock, of which 1,697,915 shares are designated as Series A Preferred Stock, and 2,247,191 shares are designated as Series B Preferred Stock. As of the date of this Agreement, there are (i) 2,894,016 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable and 29,042 of which are subject to repurchase rights under the Target Option Plan and the agreements thereunder, (ii) 1,697,915 shares of Series A Preferred Stock and 1,932,585 shares of Series B Preferred Stock issued and outstanding (collectively, the "TARGET PREFERRED STOCK") all of which are validly issued, fully paid and nonassessable, and all of which are convertible into Target Common Stock on a one share for one share basis, (iii) warrants to purchase up to 69,522 shares of Target Preferred Stock (collectively, the "WARRANT SHARES");
Target Capital Structure. (a) The authorized capital stock of Target consists of Twenty Million (20,000,000) shares of Common Stock, $0.002 par value ("Target Common Stock"), and Five Million (5,000,000) shares of Preferred Stock, no par value ("Target Preferred Stock"). On September 10, 2003:
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.
