Common use of Capital Stock of the Company and the Subsidiaries Clause in Contracts

Capital Stock of the Company and the Subsidiaries. (a) As of the date of this Agreement, the authorized share capital of the Company consists of 12,000 shares of common stock, par value $1.00 per share (the “Common Shares”), of which 12,000 Common Shares are issued and outstanding as of the date hereof. Except for the Common Shares, there are no other classes of capital stock or other equity securities of the Company issued, reserved for issuance or outstanding. The Common Shares are duly authorized, validly issued, fully paid and nonassessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Companies Xxx 0000 of Bermuda, the Company Memorandum of Association or the Company Bye-Laws or any Contract to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Common Shares may vote (“Voting Company Debt”). As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional Common Shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Voting Company Debt or (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. (b) As of the date of this Agreement, Section 3.02(b) of the Company Disclosure Letter sets forth for each Subsidiary the amount of its authorized capital stock, the amount of its outstanding capital stock and the record and beneficial owners of its outstanding capital stock. As of the date of this Agreement, except as set forth in Section 3.02(b) of the Company Disclosure Letter, there are no shares of capital stock or other equity securities of any Subsidiary issued, reserved for issuance or outstanding. The Company, directly or indirectly, owns all of the outstanding shares of capital stock of each of the Subsidiaries. All the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which any Subsidiary is a party or by which any Subsidiary is bound (i) obligating any Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, any Subsidiary or (ii) obligating any Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. As of the date of this Agreement, there are no restrictions on the sale or transfer of the Common Shares or the capital stock of the Subsidiaries, subject to obtaining regulatory approvals. As of the date of this Agreement, there are not any outstanding contractual obligations of any Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of any Subsidiary.

Capital Stock of the Company and the Subsidiaries. (a) As of the date of this Agreement, the The ------------------------------------------------- authorized share capital stock of the Company consists of 12,000 (i) twelve hundred (1,200) shares of voting Class A - $100 par value common stock, (ii) two thousand (2,000) shares of non-voting Class B $100 par value $1.00 per share (common stock. The Estate owns 245.756 shares of the “Common Class A-$100 par value common stock. The Estate and the other stockholders collectively own 940.659 shares of the Class B common stock. All of such issued stock, constituting the Shares”), are duly authorized and validly issued and outstanding, fully paid and nonassessable. A table showing the stockholdings of which 12,000 Common Shares are all Sellers is attached hereto as Schedule 6.05 and made a part hereof. Schedule 6.05 sets forth all of the issued and outstanding as capital stock and equity securities of the date hereof. Except for the Common SharesCompany, and there are no other classes shares of capital stock or other equity securities of the Company issued, reserved for issuance or outstanding. The Common Except as set forth in Schedule 6.05, the Shares are duly authorized, validly issued, fully paid and nonassessable and are have not subject to or been issued in violation of, and none of the Shares are subject to, any purchase option, call optioncall, right of first refusal, preemptive rightpreemptive, subscription right or any similar right rights under any provision applicable Law, the Restated Certificate of Incorporation or By-laws of the Companies Xxx 0000 of BermudaCompany, the Company Memorandum of Association any contract, agreement or the Company Bye-Laws or any Contract instrument to which the Company is subject, bound or a party or otherwise. Except as otherwise bound. There set forth in Schedule 6.05, there are not any outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) pursuant to which any of the Sellers or the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company. Except as set forth in Schedule 6.05, there are no equity securities of the Company reserved for issuance for any purpose. Except for the note held by Xxxx Xxxxx Xxxx (to be satisfied by Sellers at Closing), or except as set forth in Schedule 6.05, there are not any outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Common Shares may vote (“Voting Company Debt”). As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional Common Shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Voting Company Debt or (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. As of the date of this Agreement, there are not any outstanding contractual obligations stockholders of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. (b) As of the date of this Agreement, Section 3.02(b) of the Company Disclosure Letter sets forth for each Subsidiary the amount of its authorized capital stock, the amount of its outstanding capital stock and the record and beneficial owners of its outstanding capital stock. As of the date of this Agreement, except as set forth in Section 3.02(b) of the Company Disclosure Letter, there are no shares of capital stock or other equity securities of any Subsidiary issued, reserved for issuance or outstanding. The Company, directly or indirectly, owns all of the outstanding shares of capital stock of each of the Subsidiaries. All the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which any Subsidiary is a party or by which any Subsidiary is bound (i) obligating any Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, any Subsidiary or (ii) obligating any Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. As of the date of this Agreement, there are no restrictions on the sale or transfer of the Common Shares or the capital stock of the Subsidiaries, subject to obtaining regulatory approvals. As of the date of this Agreement, there are not any outstanding contractual obligations of any Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of any Subsidiarymay vote.

Capital Stock of the Company and the Subsidiaries. (a) As Seller is the legal and beneficial owner of the date of this Agreement, the authorized share capital of the Company consists of 12,000 shares of common stock, par value $1.00 per share (the “Common Shares”), of which 12,000 Common Shares are issued and outstanding as of the date hereof. Except for the Common Shares, there are no other classes shares of capital stock or other equity securities of the Company issued, reserved for issuance issuance, held as treasury stock or outstanding. The Common Shares Schedule 3.2(a) sets forth for each Subsidiary the amount of its authorized capital stock, the amount of its outstanding capital stock and the record and beneficial owners of its outstanding capital stock. Except as set forth on Schedule 3.2(a), there are duly authorized, validly no shares of capital stock or other equity securities of any Subsidiary issued, fully paid and nonassessable and are not subject to reserved for issuance, held as treasury stock or outstanding. Neither the Shares nor any shares of capital stock of any Subsidiary have been issued in violation of, and none of the Shares or such shares of capital stock are subject to, any purchase option, warrant, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Companies Xxx 0000 deed of Bermuda, incorporation or articles of association of the Company Memorandum of Association or the Company Bye-Laws any Subsidiary or any Contract to which the Company or any Subsidiary or Seller is a party or otherwise bound. Except as set forth in Schedule 3.2(a), the Company has good and valid title to all the outstanding shares of capital stock of each Subsidiary, free and clear of all Encumbrances. All the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. There are not any bonds, debentures, notes or other indebtedness of the Company or any Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which equity holders of the Common Shares may vote (“Voting Company Debt”). As of the date of this AgreementExcept as set forth in Schedule 3.2(a), there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional Common Shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest inSeller, the Company or any Voting Company Debt or (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. (b) As of the date of this Agreement, Section 3.02(b) of the Company Disclosure Letter sets forth for each Subsidiary the amount of its authorized capital stock, the amount of its outstanding capital stock and the record and beneficial owners of its outstanding capital stock. As of the date of this Agreement, except as set forth in Section 3.02(b) of the Company Disclosure Letter, there are no shares of capital stock or other equity securities of any Subsidiary issued, reserved for issuance or outstanding. The Company, directly or indirectly, owns all of the outstanding shares of capital stock of each of the Subsidiaries. All the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which any Subsidiary is a party or by which any Subsidiary of them is bound (i) obligating Seller, the Company or any Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional Table of Contents shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, in the Company or any Subsidiary or any Voting Company Debt, (ii) obligating Seller, the Company or any Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. As of undertaking or (iii) that give any person the date of this Agreement, there are no restrictions on right to receive any economic benefit or right similar to or derived from the sale or transfer of the Common Shares or the capital stock of the Subsidiaries, subject economic benefits and rights accruing to obtaining regulatory approvalsequity holders. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Subsidiary.

Capital Stock of the Company and the Subsidiaries. (a) As of the date of this Agreement, the The authorized share capital stock of the Company consists of 12,000 20,000 shares of common stockCommon Stock, no par value $1.00 per share (the “Common Shares”)value, of which 12,000 Common Shares 8,000 shares, constituting the Shares, are issued and outstanding as of the date hereofoutstanding. Except for the Common Shares, there are no other classes shares of capital stock or other equity securities of the Company issued, reserved for issuance or outstanding. Schedule 3.01(c) sets forth for each Subsidiary the amount of its authorized capital stock, the amount of its outstanding capital stock and the record and beneficial owners of its outstanding capital stock. Except as set forth in Schedule 3.01(c), there are no shares of capital stock or other equity securities of any Subsidiary issued, reserved for issuance or outstanding. The Common Shares are duly authorized, validly issued, fully paid and nonassessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Companies Xxx 0000 of BermudaDelaware General Corporation Law, the Company Memorandum certificate of Association incorporation or by-laws of the Company Bye-Laws or any Contract to which the Company is a party or otherwise bound. All the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Common Shares may vote (“Voting Company Debt”). As of the date of this AgreementExcept as set forth on Schedule 3.02(a), there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional Common Shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Voting Company Debt or (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. (b) As of the date of this Agreement, Section 3.02(b) of the Company Disclosure Letter sets forth for each Subsidiary the amount of its authorized capital stock, the amount of its outstanding capital stock and the record and beneficial owners of its outstanding capital stock. As of the date of this Agreement, except as set forth in Section 3.02(b) of the Company Disclosure Letter, there are no shares of capital stock or other equity securities of any Subsidiary issued, reserved for issuance or outstanding. The Company, directly or indirectly, owns all of the outstanding shares of capital stock of each of the Subsidiaries. All the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which any Subsidiary is a party or by which any Subsidiary of them is bound (i) obligating the Company or any Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Subsidiary to issue, grant, extend grant or enter into any such option, warrant, call, right, security, “phantom” stock right, stock appreciation right, stock-based performance unit, commitment, Contract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Shares. As of the date of this Agreement, there are no restrictions on the sale or transfer of the Common Shares or the capital stock of the Subsidiaries, subject to obtaining regulatory approvals. As of the date of this Agreement, there There are not any outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Subsidiary.