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 Each of OIC and the Selling Shareholders jointly and severally represent and warrant that: 5.2.1 Each of OIC and its Subsidiaries as set forth on Schedule 2 is a corporation -------------------------------- duly organized, validly existing existing, and in good standing under the laws of their respective jurisdictions of their incorporation and has full corporate power and authority to conduct business and is in good standing under the State laws of Nevada, with each jurisdiction where such qualification is required. Each of OIC and its Subsidiaries has full corporate power and authority and all necessary governmental and regulatory material licenses, permits permits, and authorizations necessary to carry on the businesses business in which it is engaged, now being engaged and to own and use the properties that it owns currently owned and will own at the Closing, and to perform its obligations under this Agreementused by it. 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 Except as set forth in Schedule 5.13 or in the Financial Statements, neither OIC nor its Subsidiaries hold any shares of the capital stock or other equity interests of or investment in any other Person (other than bank accounts). Immediately prior OIC has delivered to MRV correct and complete copies of the Closing Date the charter and bylaws of OIC and each of its Subsidiaries (as amended to date). OIC and each of its Subsidiaries is not in default under or in violation of any provision of its charter or bylaws. 5.2.2 The authorized capital stock of Xxxxxx OIC consists of Forty-Five Million (i45,000,000) 50,000,000 shares of common stock, $.001 stock with a par value of NT$10 per share, of which 26,143,495 Forty Million (40,000,000) 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. 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 beduly authorized, 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 , with [no] preemptive rights. Xxxxxx has no obligation to repurchase, reacquire or redeem any of its outstanding capital stock. There are no outstanding Xxxxxx derivative securities (obligations, options, warrants, convertiblespreemptive rights or other agreements or commitments to which OIC or any of the Selling Shareholders is a party, rights or by which OIC or any of the Selling Shareholders is otherwise bound, providing for the issuance of any additional shares or for the repurchase of shares of OIC's capital stock. No shares of the capital stock of OIC are reserved for future issuance provided that only Forty Million (40,000,000) shares out of Forty-Five Million (45,000,000) shares are outstanding and issued. 5.2.3 The Signing Shareholders listed in Schedule 1 own approximately Sixty percent (60%) of the like)issued and outstanding shares of capital stock of OIC. All of the information set out in Schedule 1 is true, correct and complete.

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).

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).