Common use of Authorized Capitalization Clause in Contracts

Authorized Capitalization. The authorized capitalization of Buyer consists of Fifty Million (50,000,000) shares of .001 par value Common Stock, of which Twelve Million Eight Hundred Twenty-Five Thousand (12,825,000) shares will be issued and outstanding prior to Closing and One Million (1,000,000) shares of .001 par value Preferred Shares of which none are outstanding. Buyer's Shares, when issued, will be duly authorized, validly issued, are fully paid and non-assessable with no personal liability attaching to the ownership thereof and were offered, issued, sold and delivered by Buyer in compliance with all applicable state and federal laws. At Closing, Buyer will not have any outstanding rights, options, warrants, calls, commitments, conversion or any other agreements of any character, whether oral or written, obligating it to issue any shares of its capital stock, whether authorized or not. Buyer is not a party to and is not bound by any agreement, contract, arrangement or understanding, whether oral or written, giving any person or entity any interest in, or any right to share, participate in or receive any portion of, Buyer's income, profits or assets, or obligating Buyer to distribute any portion of its income, profits or assets.

Authorized Capitalization. The authorized capitalization of Buyer consists of Fifty Million (50,000,000) shares of .001 par value Common Stock, of which Twelve Million Eight Hundred Twenty-Five Thousand (12,825,000) shares will be issued and outstanding prior to Closing and One Million (1,000,000) shares of .001 par value Preferred Shares Stock, none of which none are outstandingwill be issued and outstanding prior to Closing. Buyer's Shares, when issued, will be Preferred Shares have been duly authorized, validly issued, are fully paid and non-assessable nonassessable with no personal liability attaching to the ownership thereof and were offered, issued, sold and delivered by Buyer in compliance with all applicable state and federal laws. At Closing, except as disclosed in SCHEDULE 2.3(b), Buyer will not have any outstanding rights, options, warrants, calls, commitments, conversion or any other agreements of any other character, including without limitation, registration rights agreements, whether oral or written, obligating it to issue any shares of its capital stock, stock whether authorized or not. Buyer is not a party to and is not bound by any agreement, contract, arrangement or understanding, whether oral or written, giving any person or entity any interest in, or any right to share, participate in or receive any portion of, Buyer's income, profits or assets, or obligating Buyer to distribute any portion of its income, profits or assets.

Authorized Capitalization. The authorized capitalization of Buyer consists of Fifty Million One Billion (50,000,0001,000,000,000) shares of .001 par value Common Stock, par value $.0001, of which Twelve Ninety-Two Million Eight Hundred Twenty-Five Seventy Two Thousand (12,825,00092,072,000) shares will be have been issued and are outstanding prior to as of the date hereof and at Closing and One Million (1,000,000) shares of .001 par value Preferred Shares of which none are outstandingthe "Buyer Shares"). Buyer's Of the outstanding Buyer Shares, when issued82,070,000 are restricted securities. The outstanding Buyer Shares, will be including without limitation the Consideration Shares have been duly authorized, validly issued, issued and are fully paid and non-assessable with no personal liability attaching to the ownership thereof and were offered, issued, sold and delivered by Buyer in compliance with all applicable state and federal laws. At Closing, Buyer will not have any There are no outstanding rights, SARs, options, warrants, calls, commitments, pre-emptive rights, conversion or any other agreements of any character, whether oral or written, obligating it Buyer to issue or redeem any shares of its capital stock, whether authorized or not. Buyer is not a party to to, and is not bound by any agreement, contract, arrangement or understanding, whether oral or written, giving any person or entity any interest in, or any right to share, participate in or receive any portion of, Buyer's income, profits or assets, or obligating Buyer to distribute any portion of its income, profits or assets.

Authorized Capitalization. The authorized capitalization of Buyer consists of Fifty Million (50,000,000) shares of .001 par value Common Stock, of which Twelve Million Eight Hundred Twenty-Five Thousand (12,825,000) shares will be issued and outstanding prior to Closing and One Million (1,000,000) shares of .001 par value Preferred Shares Stock, none of which none are outstandingwill be issued and outstanding prior to Closing. Buyer's Shares, when issued, will be Preferred Shares have been duly authorized, validly issued, are fully paid and non-assessable nonassessable with no personal liability attaching to the ownership thereof and were offered, issued, sold and delivered by Buyer in compliance with all applicable state and federal laws. At Closing, except as disclosed in SCHEDULE 2.3(B), Buyer will not have any outstanding rights, options, warrants, calls, commitments, conversion or any other agreements of any other character, including without limitation, registration rights agreements, whether oral or written, obligating it to issue any shares of its capital stock, stock whether authorized or not. Buyer is not a party to and is not bound by any agreement, contract, arrangement or understanding, whether oral or written, giving any person or entity any interest in, or any right to share, participate in or receive any portion of, Buyer's income, profits or assets, or obligating Buyer to distribute any portion of its income, profits or assets.