Common use of Capitalization of Orient Come Clause in Contracts

Capitalization of Orient Come. The authorized capital stock of Orient Come consists of 50,000 shares of Common Stock, of which 2 shares of Common Stock are issued and outstanding. There are no outstanding or authorized options, warrants, calls, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require Orient Come to issue, sell or otherwise cause to become outstanding any of its authorized but unissued shares of capital stock or any securities convertible into, exchangeable for or carrying a right or option to purchase shares of capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of capital stock. There are no outstanding stockholders’ agreements, voting trusts or arrangements, registration rights agreements, rights of first refusal or other contracts pertaining to the capital stock of Orient Come. The issuance of all of the shares of Orient Come’s Common Stock described in this Section 5.7.1 have been in compliance with the laws of British Virgin Island. All issued and outstanding shares of Orient Come ’s capital stock are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights.