Common use of Capitalization of Organitech Clause in Contracts

Capitalization of Organitech. Organitech and each of the Organitech Shareholders represent that: Organitech's authorized capital stock (the "Organitech Shares") consists of 3,000,000 shares of Ordinary Shares, of which 97,143 shares are issued and outstanding and owned of record and beneficially by the Organitech Shareholders in the respective amounts listed on Schedule 4.5, and 500,000 Preferred Shares, of which 12,460 are issued and outstanding and, to the knowledge of Organitech, owned beneficially and as of record by Incubate. The Organitech Shares have been validly issued, fully paid and nonassessable and none of the Organitech Shares have been issued in violation of any preemptive or similar right. Except for the Organitech Shares, the warrants held by Incubate, and the employee stock options, Organitech has issued no other shares of capital stock, there are no outstanding warrants, options or other rights, commitments, agreements or understandings to purchase or acquire any shares of capital stock or other equity securities of Organitech, and there are no outstanding debt securities of the Organitech convertible into equity securities or otherwise containing equity provisions. [Except as set forth in Schedule 4.5,] there are no restrictions on the transfer of Organitech's capital stock to Incubate other than those arising from applicable securities laws and the Chief Scientist Office.