Common use of Capitalization and Title to Shares Clause in Contracts

Capitalization and Title to Shares. 3.3.1 The Company is authorized to issue 5,000,000 shares of Company Common Stock, without par value, of which 5,000,000 shares are issued and outstanding. Such shares are owned of record as follows: Kxx Xxxxxx, 4,000,000 shares; Dxxxx Xxxxx, 500,000 shares; and Exxxxxx Xxxxx, 500,000 shares. No other class of capital stock of the Company is authorized or outstanding. The Company Shareholders are the sole shareholders of the Company. All of the issued and outstanding shares of the Company’s capital stock are duly authorized and are validly issued, fully paid, nonassessable and free of pre-emptive rights. None of the issued and outstanding shares of the Company have been issued in violation of any federal or state law or any preemptive rights or rights to subscribe for or purchase securities.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Boston Therapeutics, Inc.), Agreement and Plan of Merger (Boston Therapeutics, Inc.)

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Capitalization and Title to Shares. 3.3.1 The Company is authorized to issue 5,000,000 10,000 shares of Company Common Stock, without par value, of which 5,000,000 1,025 shares are issued and outstanding. Such The Company has never repurchased any shares of issued Company Stock. All of such shares are owned of record as follows: Kxx Xxxxxx, 4,000,000 shares; Dxxxx Xxxxx, 500,000 shares; and Exxxxxx Xxxxx, 500,000 sharesby the Shareholders in the amounts set forth on Section 3.3.1 of the Company Disclosure Schedule. No other class of capital stock of the Company is authorized or outstanding. The Company Shareholders are the sole shareholders of the Company. All of the issued and outstanding shares of the Company’s 's capital stock are duly authorized and are validly issued, fully paid, nonassessable and free of pre-emptive rights. None of the issued and outstanding shares of the Company have been issued in violation of any federal or state law or any preemptive rights or rights to subscribe for or purchase securities.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Uniphase Corp /Ca/)

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Capitalization and Title to Shares. 3.3.1 The Company is authorized to issue 5,000,000 shares of Company Common Stock, without par value, of which 5,000,000 shares are issued and outstanding. Such shares are owned of record as follows: Kxx Xxx Xxxxxx, 4,000,000 shares; Dxxxx Xxxxx Xxxxx, 500,000 shares; and Exxxxxx Xxxxxxx Xxxxx, 500,000 shares. No other class of capital stock of the Company is authorized or outstanding. The Company Shareholders are the sole shareholders of the Company. All of the issued and outstanding shares of the Company’s capital stock are duly authorized and are validly issued, fully paid, nonassessable and free of pre-emptive rights. None of the issued and outstanding shares of the Company have been issued in violation of any federal or state law or any preemptive rights or rights to subscribe for or purchase securities.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AVANYX Therapeutics, Inc.)

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