Common use of Organization and Capitalization Clause in Contracts

Organization and Capitalization. Xxxxxx is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of the State of Nevada, with full power and authority and all necessary governmental and regulatory licenses, permits and authorizations to carry on the businesses in which it is engaged, to own the properties that it owns currently and will own at the Closing, and to perform its obligations under this Agreement. Xxxxxx is qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to qualify would have a material adverse effect on the business, properties or condition (financial or otherwise) of Xxxxxx. Xxxxxx does not have any subsidiaries or any other investments or ownership interest in any corporation, partnership, joint venture or other business enterprise, except as set forth in Schedule 5.1. Immediately prior to the Closing Date the authorized capital stock of Xxxxxx consists of (i) 50,000,000 shares of common stock, $.001 par value per share, of which 26,143,495 shares are validly issued and outstanding, and (ii) 10,000,000 shares of preferred stock $.001 par value per share, none of which are issued and outstanding. All of such issued and outstanding shares of the stock of Xxxxxx have been and all of the shares of Xxxxxx Stock to be issued hereby will be, at the Closing, duly authorized and validly issued and are and will be at the Closing fully paid and non-assessable. None of the shares that were issued and none of the shares to be issued hereby will be in violation of any preemptive rights. Xxxxxx has no obligation to repurchase, reacquire or redeem any of its outstanding capital stock. There are no outstanding Xxxxxx derivative securities (options, warrants, convertibles, rights and the like).

Organization and Capitalization. Xxxxxx Acquiror is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of the State state of Nevadaits incorporation, with full power and authority and all necessary governmental and regulatory licenses, permits and authorizations to carry on the businesses in which it is engaged, to own the properties that it owns currently and will own at the Closing, and to perform its obligations under this Agreement. Xxxxxx Acquiror is qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to qualify would have a material adverse effect on the business, properties or condition (financial or otherwise) of XxxxxxAcquiror. Xxxxxx Acquiror does not have any subsidiaries or any other investments or ownership interest in any corporation, partnership, joint venture or other business enterprise, except as set forth in Schedule 5.14.1. Immediately prior to the Closing Date the authorized capital stock of Xxxxxx Acquiror consists of (i) 50,000,000 20,000,000 shares of common stock, $.001 .01 par value per share, of which 26,143,495 not more than 1,453,000 shares are validly issued and outstanding, and (ii) 10,000,000 shares of preferred stock $.001 par value per share, none of which are issued and outstanding. Acquiror in addition contemplates issuing not more than 3,000,000 shares in a private transaction prior to or concurrently with the Closing, All of such issued and outstanding shares of the stock of Xxxxxx Acquiror Shares have been and all of the shares of Xxxxxx Stock Acquiror Shares to be issued hereby will be, at the Closing, duly authorized and validly issued and are and will be at the Closing fully paid and non-assessable. None of the shares that were issued and none of the shares to be issued hereby will be in violation of any preemptive rights. Xxxxxx Acquiror has no obligation to repurchase, reacquire or redeem any of its outstanding capital stock. There are no outstanding Xxxxxx derivative securities (options, warrants, convertibles, rights and the like).

Organization and Capitalization. Xxxxxx Berens is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of the State of Nevada, with full power and authority and all necessary governmental and regulatory licenses, permits and authorizations to carry on the businesses in which it is engaged, to own the properties that it owns currently and will own at the Closing, and to perform its obligations under this Agreement. Xxxxxx Berens is qualified as a foreign corporation foreigx xxxporation and is in good standing in each jurisdiction in which the failure to qualify would have a material adverse effect on the business, properties or condition (financial or otherwise) of XxxxxxBerens. Xxxxxx Berens does not have any subsidiaries axx xxbsixxxxxxs or any other investments or ownership interest in any corporation, partnership, joint venture or other business enterprise, except as set forth in Schedule 5.1. Immediately prior to the Closing Date the authorized capital stock of Xxxxxx Berens consists of (i) 50,000,000 shares xxxxxs of common stock, $.001 par value per share, of which 26,143,495 shares are validly issued and outstanding, and (ii) 10,000,000 shares of preferred stock $.001 par value per share, none of which are issued and outstanding. All of such issued and outstanding shares of the stock of Xxxxxx Berens have been and all of the shares of Xxxxxx shxxxx xf Berens Stock to be issued hereby will bewixx xx, at the Closing, duly authorized and validly issued and are and will be at the Closing fully paid and non-assessable. None of the shares that were issued and none of the shares to be issued hereby will be in violation of any preemptive rights. Xxxxxx Berens has no obligation to repurchaserepurcxxxx, reacquire or redeem any of its outstanding capital stock. There are no outstanding Xxxxxx Berens derivative securities (optionsoptxxxx, warrants, convertibles, rights and the like).