Common use of CAPITALIZATION OF OAK BROOK Clause in Contracts

CAPITALIZATION OF OAK BROOK. The authorized capital stock of OAK BROOK consists of forty million (40,000,000) shares of no par value OAK BROOK Common Stock, of which one million three hundred twenty-eight thousand (1,328,000) shares are outstanding and owned by OAK BROOK, and ten million (10,000,000) shares of OAK BROOK Preferred Stock, no par value, of which no shares are outstanding. All of the issued and outstanding shares of capital stock of OAK BROOK have been duly and validly authorized and validly issued and are fully paid and non-assessable. As of the date hereof, except as disclosed herein, there are no authorized or outstanding subscriptions, options, conversion rights, warrants or other agreements, securities or commitments of any nature whatsoever (whether oral or written and whether firm or conditional) obligating OAK BROOK or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, to any person any shares of OAK BROOK Common Stock, OAK BROOK Preferred Stock or any other shares of the capital stock of OAK BROOK or any shares of the capital stock of any of its subsidiaries, or any securities convertible into or exchangeable for any such shares, or obligating any such person to grant, extend or enter into any such agreement or commitment. Except as set forth in Section 3:1:8 of the Disclosure Schedule, there are no agreements obligating OAK BROOK to redeem, repurchase or otherwise acquire the capital stock of OAK BROOK, or any other securities issued by it, or to register the sale of the capital stock of OAK BROOK under applicable securities laws. Except as set forth in Section 3:1:6 of the Disclosure Schedule, there are no agreements or arrangements prohibiting or otherwise restricting the payment of dividends or distributions to the OAK BROOK Shareholders by OAK BROOK.

Appears in 2 contracts

Samples: Share Exchange Agreement (Pvaxx Corp), Share Exchange Agreement (Pvaxx Corp)

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CAPITALIZATION OF OAK BROOK. The As of the date hereof, the authorized capital stock of OAK BROOK Oak Brook consists of forty million Forty Million (40,000,000) shares of no par value OAK BROOK Oak Brook Common Stock, of which one million three hundred twenty-eight thousand (1,328,000) shares are outstanding and owned by OAK BROOK, and ten million (10,000,000) shares of OAK BROOK Preferred Stock, no par value, of which One Million Six Hundred Seventy-Eight Thousand (1,678,000) shares are issued and outstanding, and Ten Million (10,000,000) shares of Oak Brook Preferred Stock, of which no shares are issued and outstanding. All of the issued and outstanding shares of capital stock of OAK BROOK Oak Brook have been duly and validly authorized and validly issued and are fully paid and non-assessable. As of the date hereof, except as disclosed herein, there are no authorized or outstanding subscriptions, options, conversion rights, warrants or other agreements, securities or commitments of any nature whatsoever (whether oral or written and whether firm or conditional) obligating OAK BROOK Oak Brook or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, to any person any shares of OAK BROOK Oak Brook Common Stock, OAK BROOK Preferred Stock or any other shares of the capital stock of OAK BROOK Oak Brook or any shares of the capital stock of any of its subsidiaries, or any securities convertible into or exchangeable for any such shares, or obligating any such person to grant, extend or enter into any such agreement or commitment. Except as set forth in Section 3:1:8 of the Disclosure Schedule, there are no agreements obligating OAK BROOK Oak Brook to redeem, repurchase or otherwise acquire the capital stock of OAK BROOKOak Brook, or any other securities issued by it, or to register the sale of the capital stock of OAK BROOK Oak Brook under applicable securities laws. Except as set forth in Section 3:1:6 3:1:8 of the Disclosure Schedule, there are no agreements or arrangements prohibiting or otherwise restricting the payment of dividends or distributions to the OAK BROOK Oak Brook Shareholders by OAK BROOKOak Brook.

Appears in 1 contract

Samples: Merger Agreement (Alpha Fibre Inc)

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CAPITALIZATION OF OAK BROOK. The As of the date hereof, the authorized capital stock of OAK BROOK consists of forty fifty million (40,000,00050,000,000) shares of no par value OAK BROOK Common Stock, no par value, of which one million three six hundred twentyseventy-eight thousand (1,328,0001,678,000) shares of common stock are outstanding issued and owned by OAK BROOKoutstanding, and ten million (10,000,000) shares of OAK BROOK Preferred Stock, no par value, of which no shares none are issued and outstanding. All of the issued and outstanding shares of capital stock of OAK BROOK have been duly and validly authorized and validly issued and are fully paid and non-assessable. As of the date hereof, except as disclosed herein, there are no authorized or outstanding subscriptions, options, conversion rights, warrants or other agreements, securities or commitments of any nature whatsoever (whether oral or written and whether firm or conditional) obligating OAK BROOK or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, to any person any shares of OAK BROOK Common Stock, OAK BROOK Preferred Stock or any other shares of the capital stock of OAK BROOK or any shares of the capital stock of any of its subsidiaries, or any securities convertible into or exchangeable for any such shares, or obligating any such person to grant, extend or enter into any such agreement or commitment. Except as set forth in Section 3:1:8 3:1:6 of the Disclosure Schedule, there are no agreements obligating OAK BROOK to redeem, repurchase or otherwise acquire the capital stock of OAK BROOK, or any other securities issued by it, or to register the sale of the capital stock of OAK BROOK under applicable securities laws. Except as set forth in Section 3:1:6 of the Disclosure Schedule, there are no agreements or arrangements prohibiting or otherwise restricting the payment of dividends or distributions to the OAK BROOK Shareholders by OAK BROOK.

Appears in 1 contract

Samples: Merger Agreement (Alpha Fibre Inc)

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