SMIT-MATRIX. (i) Copies of the organizational documents of Smit-Matrix and all amendments thereto, heretofore delivered to Buyer, are, to the knowledge of the Sellers, accurate and complete as of the date hereof.
(ii) To the knowledge of the Sellers, the capitalization of Smit- Matrix is set forth in Schedule 5.1(b)(ii) hereto. To the knowledge of the Sellers, all of the Smit-Matrix Stock is duly authorized, validly issued, fully paid and non-assessable. The Target has title to all of the outstanding shares of capital stock of Smit-Matrix set forth next to the name of the Target in Schedule 5.1(b)(ii), to the knowledge of the Sellers, free and clear of all Encumbrances. Except as set forth in Schedule 5.1(b)(ii), to the knowledge of the Sellers, there are no outstanding subscriptions, calls, commitments, warrants or options for the purchase of shares of any capital stock or other securities of (or other ownership interests in) Smit-Matrix, any securities convertible into or exchangeable for shares of capital stock or other securities issued by (or other ownership interests in) Smit-Matrix or any other commitments of any kind for the issuance of additional shares of capital stock or other securities issued by (or other ownership interests in) Smit-Matrix.
