Common use of Capitalization and Related Matters Clause in Contracts

Capitalization and Related Matters. (a) The Company has an authorized capital consisting of 20,000,000 Ordinary Shares, of which 297,000 Ordinary Shares are issued and outstanding as of the date hereof (excluding the Buyer's Stock). All Ordinary Shares are duly and validly issued, fully paid and nonassessable. No Ordinary Shares (i) were issued in violation of the preemptive rights of any shareholder, or (ii) are held as treasury stock. (b) Except as set forth in Schedule 3.2(b), there are no outstanding any securities convertible into Ordinary Shares or any other capital stock of the Company nor any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, such capital stock or securities convertible into such capital stock (collectively, "Securities Rights"). The Company: (i) is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its capital stock; or (ii) has no liability for dividends or other distributions declared or accrued, but unpaid, with respect to any capital stock. (c) The Company is not a party to any agreement, understanding or arrangement, direct or indirect, relating to any class or series of the Company's capital stock, including, without limitation, any voting agreement, restriction on resale, shareholder agreement or registration rights agreement.

Capitalization and Related Matters. (a) The Company has an authorized capital consisting of 20,000,000 200,000 Ordinary Shares, of which 297,000 2,970 Ordinary Shares are issued and outstanding as of the date hereof (excluding the Buyer's Stock). All Ordinary Shares are duly and validly issued, fully paid and nonassessable. No Ordinary Shares (i) were issued in violation of the preemptive rights of any shareholder, or (ii) are held as treasury stock. (b) Except as set forth in Schedule 3.2(b), there are no outstanding any securities convertible into Ordinary Shares or any other capital stock of the Company nor any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, such capital stock or securities convertible into such capital stock (collectively, "Securities Rights"). The Company: (i) is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its capital stock; or (ii) has no liability for dividends or other distributions declared or accrued, but unpaid, with respect to any capital stock. (c) The Company is not a party to any agreement, understanding or arrangement, direct or indirect, relating to any class or series of the Company's capital stock, including, without limitation, any voting agreement, restriction on resale, shareholder agreement or registration rights agreement.