Common use of Capitalization; Title to Shares Clause in Contracts

Capitalization; Title to Shares. (a) The Company’s authorized capital stock consists solely of 2,000,000,000 shares of Company Common Stock and 20,000,000 shares of preferred stock. The Shares represent at least ninety percent (90%) of the issued and outstanding shares of Company Common Stock. As of the date hereof (i) 1,167,621,940 shares of Company Common Stock are issued and outstanding, and (ii) 832,378,060 shares of Company Common Stock are held by the Company as non-voting treasury shares. No preferred stock is issued and outstanding. All outstanding shares of Common Stock are and will on the Closing Date be validly issued, fully paid and non-assessable.

Capitalization; Title to Shares. (a) The Company’s authorized capital stock consists solely of 2,000,000,000 One Million (1,000,000) shares of Company Common Stock. As of the date hereof, Two Thousand (2,000) shares of Company Common Stock are issued and 20,000,000 shares outstanding and there are no Company Stock Options (as defined below) issued and outstanding. Shareholders are as of preferred stock. The Shares represent at least ninety percent the date hereof, and will be as of the Effective Date, the record and beneficial owners, free and clear of any Liens (90%as hereinafter defined) of all of the issued and outstanding shares of Company Common Stock. As of the date hereof (i) 1,167,621,940 shares of Company Common Stock are issued and outstanding, and (ii) 832,378,060 shares of Company Common Stock are held by the Company as non-voting treasury shares. No preferred stock is issued and outstanding. All outstanding shares of Company Common Stock are and will on the Closing Date be validly issued, fully paid and non-assessable.