Capitalization; Corporate Structure Clause Samples

Capitalization; Corporate Structure. (a) The authorized capital of the Company consists of 100,000,000 Common Shares and 2,600,000 Class A Preferred Shares, of which 8,600 Common Shares and 2,600,000 Class A Preferred Shares are issued and outstanding. The Shares have been duly authorized and issued and are validly outstanding, fully paid and nonassessable and were not issued in violation of any preemptive or other rights or in violation of any Applicable Laws, the Memorandum or Articles of Association or other constating documents of the Company. (b) The Shares are held as indicated on Section 3.1.2(b) of the Disclosure Schedule. Seller is the sole owner of record and beneficial owner of, all of the Shares and Seller will, as of the Closing, have the full and unrestricted right, power and authority to sell and transfer the Shares to Buyer. At the Closing, Seller shall deliver to Buyer duly endorsed certificates evidencing Seller's ownership of the Shares. Upon delivery of such Shares to Buyer and payment by Buyer to Seller of the consideration therefor, Buyer will acquire good and marketable title to and complete ownership of the Shares free and clear of all Encumbrances. (c) There are not currently, and as of the Closing there will not be, any outstanding (i) subscriptions, options, warrants, rights of first refusal or other rights to purchase from the Company or Seller any shares of capital stock of the Company or (ii) any securities convertible into or exchangeable for shares of capital stock of the Company. There is no contract, right or option outstanding requiring the Company to redeem or repurchase any of its shares of capital stock and there are no preemptive rights with respect to any shares of capital stock of the Company. (d) The Company has no Subsidiaries. (e) The corporate records and minute books of the Company contain complete and accurate minutes of all meetings of and corporate actions or written resolutions of the directors, committees of directors and shareholders of the Company. All such meetings were duly called and held, all such corporate actions were duly taken, and all such resolutions duly passed or validly signed. The share certificates, register of transfers, registers of shareholders and directors, and other similar records of the Company are complete, accurate and current. (f) Section 3.1.2(f) of the Disclosure Schedule lists all business, fictitious, trade or other names under which the Company is currently conducting, or has historically conducted, business.