Organization, Capitalization, etc Sample Clauses
The "Organization, Capitalization, etc." clause establishes that a party to the agreement is properly formed, validly existing, and in good standing under the laws of its jurisdiction, and that it has the authority and capacity to enter into the contract. Typically, this clause requires the party to confirm its legal status, such as being a corporation or limited liability company, and that it has taken all necessary actions, like board approvals, to authorize the agreement. Its core function is to assure the other party that the entity is legitimate and empowered to fulfill its contractual obligations, thereby reducing the risk of disputes over authority or legal capacity.
Organization, Capitalization, etc. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and is qualified in no other state.
Organization, Capitalization, etc. WelWay is a corporation duly organized, validly existing, and in good standing under the laws of the Hong Kong SAR, China and is qualified no where else. The authorized capital stock of WelWay consists of 100,000 shares, par value HK$1.00 per share, 100,000 of which are validly issued and outstanding, fully paid and nonassessable. All of the shares owned by the Shareholders are owned free and clear of any liens, claims, options, charges, or encumbrances of whatsoever nature. The Shareholders have the unqualified right to sell, assign, and deliver the WelWay Shares, and, upon consummation of the transactions contemplated by this Agreement, AAVI will acquire good and valid title to the WelWay Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature. The Shareholders acknowledge that the AAVI common shares being acquired from AAVI are restricted securities as that term is defined in Rule 144 of the Securities Act of 1933, as amended (the "Act"). There are no outstanding options or other agreements of any nature whatsoever relating to the issuance by WelWay of any shares of its capital stock. WelWay has the corporate power and authority to carry on its business as presently conducted.
Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, and is qualified in no other state.
(b) The authorized capital stock of the Company consists of 100,000,000 shares of common stock with a par value of $0.0001 per share and 50,000,000 shares of preferred stock with a par value of $0.0001 per share. As of the date of this Agreement, 7,333,333 shares of common stock are validly issued and outstanding, fully paid and non-assessable. There are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of its capital stock.
(c) The Company has the corporate power and authority to carry on its business as presently conducted.
Organization, Capitalization, etc. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Hawaii, and is qualified in no other state.
Organization, Capitalization, etc. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, and is qualified in no other state.
Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, and is qualified in no other state.
(b) The authorized capital stock of the Company consists of 2,700,000,000 shares of common stock with a par value of $0.001 per share and 10,000,000 shares of preferred stock with a par value of $0.001 per share. As of the date of this Agreement, 64,500,000 common shares and nil preferred shares are validly issued and outstanding, fully paid and non-assessable.
(c) The Company has the corporate power and authority to carry on its business as presently conducted.
Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and is qualified in no other state.
(b) Each share of preferred stock is convertible into five (5) shares of the Company’s common stock, par value $.001 per share. The shares of the Company’s preferred stock shall be converted into shares of the common stock on the second trading day following the effectiveness of an amendment to the Company’s Articles of Incorporation increasing the number of authorized shares of common stock of the Company from 50,000,000 to 150,000,000 shares.
(c) Seller is the sole beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Shares, has good and marketable title to all the Shares, and there exists no liens, claims, options, proxies, voting agreements, charges or encumbrances of whatever nature (“Liens”) affecting the Shares.
(d) Upon transfer to the Buyer by the Seller of all or any of the Shares, the Buyer will have good and marketable title to the Shares so transferred free and clear of all Liens;
(e) Seller does not have outstanding any option, warrant or other right to acquire, directly or indirectly, any securities of the Buyer which are or may by their terms become entitled to vote or any securities which are convertible or exchangeable into or exercisable for any securities of the Buyer which are or may by their terms become entitled to vote, and the Seller is not subject to any offer, contract, arrangement, understanding or relationship (whether or not legally enforceable) which allows or obligates the Seller to vote or acquire any securities of the Buyer;
(f) Prior to any filing of an increase in the authorized shares of stock in the Company, Seller and Company shall obtain all necessary shareholder consents and approvals, including, if necessary, the completion of a mailing of an information statement meeting the requirements of Section 14C of the Exchange Act.
Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Delaware, and is qualified in no other state.
(b) The authorized capital stock of the Company consists of 50,000,000 shares of common stock with a par value of $0.0001 per share. As of the date of this Agreement, 3,025,000 common shares are validly issued and outstanding, fully paid and non-assessable. There are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of its capital stock.
(c) The Company has the corporate power and authority to carry on its business as presently conducted.
Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, and is qualified in no other state.
(b) The authorized capital stock of the Company consists of 100,000,000 shares of common stock with a par value of $0.0001 per share. As of the date of this Agreement, 9,022,600 common shares are validly issued and outstanding, fully paid and non-assessable. There are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of its capital stock.
(c) The Company has the corporate power and authority to carry on its business as presently conducted.
Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, and is qualified to transact business in no other state.
(b) The authorized capital stock of the Company consists of 100,000,000 shares, $0.001 par value per share, 27,000,000 pre-split shares of which are validly issued and outstanding, fully paid and nonassessable. All of the shares owned by the Company are owned free and clear of any liens, claims, options, charges, restrictions, or encumbrances of whatsoever nature. The Company have the unqualified right to sell, assign, and deliver the Shares, and, upon consummation of the transactions contemplated by this Agreement, the Buyer will acquire good and valid title to the Shares, free and clear of all liens, claims, options, charges, restrictions, and encumbrances of whatsoever nature. The Shares being acquired by the Buyers from the Company are "restricted securities" as that term is defined in Rule 144 of the Securities Act of 1933 (the "Act") and will contain an appropriate legend as to the foregoing. There are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of its capital stock.
(c) The Company has the corporate power and authority to carry on its business as presently conducted.