Capitalization of Health Valley Clause Samples

Capitalization of Health Valley. As of the Closing, Health Valley's issued and outstanding capital stock shall consist of 900 fully paid and nonassessable shares of Common Stock, all of which shares shall be owned beneficially and of record by the Company. Except as provided in the Seller Option Agreement, there are no outstanding preemptive, conversion or other rights, options, warrants or agreements granted or issued by or binding upon Health Valley or the Company for the purchase or acquisition of any shares of Health Valley's capital stock or obligations to issue or grant any of the foregoing or any outstanding capital appreciation, profit participation or similar rights with respect to Health Valley or obligations to issue or grant any such rights. Immediately after the Closing, Health Valley shall own, beneficially and of record, all of the issued and outstanding shares of capital stock of the Health Valley Companies.