Common use of 2Capitalization Clause in Contracts

2Capitalization. (a) The authorized capital stock of EFLL is one (1) share of common stock. All outstanding shares of EFLL Common Stock are owned by the Shareholder. EFLL has no shares of preferred stock authorized. The shares of EFLL Common Stock are duly issued and outstanding, and have been duly authorized, validly issued and outstanding and fully paid and non-assessable, which shares are Exchanged hereby, as above provided. (b) There no outstanding or authorized options, warrants, purchase rights, preemptive rights or other contracts or commitments that could require EFLL or any of its Subsidiaries to issue, sell, or otherwise cause to become outstanding any of its capital stock or other ownership interests. (c) All of the issued and outstanding shares of the EFLL capital stock have been duly authorized and are validly issued and outstanding, fully paid and non-assessable (with respect to Subsidiaries that are corporations) and have been issued in compliance with applicable securities laws and other applicable Legal Requirements.