Capitalization of Incubate Sample Clauses

Capitalization of Incubate. The authorized capital stock of Incubate consists of (a) 800,000,000 shares of common stock, of no par value per share, of which only 4,500,000 will be issued and outstanding at Closing(the "Incubate Shares") and (b) 100,000,000 shares of preferred stock none of which are issued. The Incubate Shares have been validly issued, are fully paid, nonassessable, free of Liens, options, restrictions and legal or equitable rights of others not a party to this Agreement and have been issued in compliance with all federal and state securities laws. None of the Incubate Shares have been issued in violation of any preemptive or similar right. Except for the Incubate Shares, Incubate has issued no other shares of capital stock, there are no outstanding warrants, options or other rights, commitments, agreements or understandings to purchase or acquire any shares of capital stock or other equity securities of Incubate, and there are no outstanding debt securities of Incubate convertible into equity securities or otherwise containing equity provisions. Incubate has not reserved any of its authorized shares of capital stock for any purpose. There are no restrictions on the transfer of Incubate's capital stock other than those arising from federal and state securities laws, and (b) except for this Agreement, Incubate has no understandings or agreements with any person or entity respecting Incubate's capital stock or other securities of the Incubate. Except as contemplated by this Agreement, Incubate is not under any obligation whatsoever to issue any further shares or debentures and no resolution to that effect has been passed in respect of Incubate. Immediately following the Closing, there will be 12 million shares of common stock issued and outstanding, the ownership of which is set forth in Schedule 5.4. [4.5M shares to pre-closing Incubate shareholders, 7.5M shares to Organitech Shareholders, and an additional 1M reserved to employees of Organitech under their stock options] All of the shareholders of Incubate have valid title to such shares and acquired their Incubate shares in a lawful transaction and in full compliance with all federal laws and state laws (including the respective securities laws). None of Incubate's issued shares, except for shares owned by the Incubate Public Shareholders, are or shall become tradable prior to May of 2001.
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Related to Capitalization of Incubate

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  • Capitalization of the Subsidiaries All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

  • Capitalization of the Company The authorized capital stock of the Company consists of an unlimited number of shares of Common Stock and preferred stock, no par value, of which 8,000,000 shares of Common Stock and no shares of preferred stock are outstanding. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable. Following the issuance of Company Shares, the capitalization of the Company shall be 40,000,000 shares of common stock.

  • Capitalization The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock or other equity interest in the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except, in each case, where such failure would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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