Common use of Capital Stock of the Company Clause in Contracts

Capital Stock of the Company. The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the COMPANY is as set forth in Section 1.4(i)on Schedule 5.3. All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II IV and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal Federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the any preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the COMPANY is as set forth in Section 1.4(i)on Schedule 1.4. All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II IV and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholderstockholder of the COMPANY.

Capital Stock of the Company. The authorized capital stock of the COMPANY is as set forth in Section 1.4(i)on Schedule 5.3. All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II III (or are owned by the Company in the case of any subsidiary) and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS STOCKHOLDERS, and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal Federal laws concerning the issuance and distribution of securities. Further, none of such shares were issued in violation of the any preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the ---------------------------- COMPANY is as set forth in Section 1.4(i)Schedule 5.3. All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II IV and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance in all material respects with all applicable state and federal Federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II IV and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal Federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the COMPANY is as set forth in Section 1.4(i)on Schedule 5.3. All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and STOCKHOLDER in the amounts amount set forth in Annex II IV and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS STOCKHOLDER and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal Federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the any preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the COMPANY is as set forth in Section 1.4(i)on Schedule 5.3. All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II IV and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II IV and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal Federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the any preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the COMPANY is as set forth in Section 1.4(i)on Schedule 1.4. All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS STOCKHOLDER and Xxxxxxxx in the amounts set forth in Annex II IV and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS STOCKHOLDER and Xxxxxxxx and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholderstockholder of the COMPANY.

Capital Stock of the Company. The authorized capital stock of the ---------------------------- COMPANY is as set forth in Section 1.4(i)consists solely of 10,000 shares of common stock, of which 50 shares are issued and outstanding, and 1,000 shares of preferred stock, no shares of which are issued and outstanding. All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS STOCKHOLDER, and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY Stock have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS STOCKHOLDER, and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the COMPANY Company is as set forth in Section 1.4(i)Schedule 5.3. All of the issued and outstanding shares of the capital stock of the COMPANY Company are owned by the STOCKHOLDERS and U.S. Stockholders in the amounts set forth in Annex II and further, except Schedule 5.3. Except as set forth on Schedule 5.3, all of such shares are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances Encumbrances and claims of every kind. All of the issued and outstanding Healthworld Agreement and Plan of Organization/US Draft of August 27, 1997 ------------------------------------------------------------------------------- shares of the capital stock of the COMPANY Company have been duly authorized and validly issued, are fully paid and nonassessable, and are owned of record and beneficially by the STOCKHOLDERS and further, such U.S. Stockholders. Such shares were offered, issued, sold and delivered by the COMPANY Company in compliance with all applicable state and federal Federal laws concerning the issuance of securities. Further, none None of such shares were issued in violation of the preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the COMPANY is as set forth in Section 1.4(i)on Schedule 5.3. All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and STOCKHOLDER in the amounts set forth in Annex II IV and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS STOCKHOLDER and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and STOCKHOLDER in the amounts set forth in Annex II IV and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS STOCKHOLDER and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance in all material respects with all applicable state and federal Federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the COMPANY is as set forth in Section 1.4(i)on Schedule 1.4. All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II IV and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state provincial and Canadian federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholderstockholder of the COMPANY.

Capital Stock of the Company. The authorized capital stock of ---------------------------- the COMPANY is as set forth in Section 1.4(i)Schedule 5.3. All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock of the COMPANY is ---------------------------- Company consists solely of the shares as set forth in Section 1.4(i)shown on Schedule 6.3, of which the shares issued and outstanding are shown. All of the issued and outstanding shares of the capital stock of the COMPANY Company are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except Stockholders as set forth on Schedule 5.3Annex II, and are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY Company Stock have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS Stockholders and in the amounts set forth in Annex II and further, such shares were offered, issued, sold and delivered by the COMPANY Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholderStockholder.

Capital Stock of the Company. The authorized capital stock of the COMPANY is as set forth in Section 1.4(i)Company consists of 10,000 shares of Company Stock. All of the issued and outstanding shares of the capital stock of the COMPANY Company are owned of record and beneficially by the STOCKHOLDERS and Stockholders in the amounts set forth in Annex II Section 2 and further, except as set forth on Schedule 5.3, are owned free and clear of all mortgages, liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kindkind (collectively, the "Liens"). All of the issued and outstanding shares of the capital stock of the COMPANY Company (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares (iii) were offered, issued, sold and delivered by the COMPANY Company in compliance with all applicable state and federal Federal laws concerning the issuance offer, issuance, sale and delivery of securities. Further, none of such shares were was issued in violation of the preemptive rights of any past or present stockholder.