Common use of Capital Structure of SpinCo Clause in Contracts

Capital Structure of SpinCo. (a) As of the date hereof, (i) the authorized capital stock of Spinco consists of 100,000,000 Shares; and (ii) 500 Shares are issued and outstanding. Immediately following the Distribution, (i) the authorized capital stock of Spinco will consist of 100,000,000 Shares; and (ii) 100,000,000 Shares will be issued and outstanding. (b) Except in connection with the Merger and as provided for in the Separation Agreement, (i) there are no options, warrants, convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Spinco or (A) obligating Spinco to issue or sell any shares of capital stock of, or other equity interests in, Spinco; (B) obligating Spinco or any Transferred Subsidiary to issue, grant, extend or enter into any such option, warrant, right, agreement, arrangement or commitment; or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of shares of Spinco Common Stock; and (ii) there are no outstanding contractual obligations of Spinco to repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity interests in, Spinco or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, Spinco or any other Person. All outstanding shares of Spinco Common Stock are, and all such shares of Spinco Common Stock which may be issued prior to the Effective Time in accordance with the terms of this Agreement and the Separation Agreement will be when issued, duly authorized, validly issued, fully paid and non-assessable and 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 applicable contracts or any provision of the certificate of incorporation or bylaws of Spinco. (c) There are no bonds, debentures, notes or other indebtedness of Spinco having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders of Spinco may vote are issued or outstanding. (d) Spinco is a direct, wholly-owned Subsidiary of TDCC. The copies of the certificate of incorporation and bylaws of Spinco which were previously furnished or made available to Parent are true, complete and correct copies of such documents as in effect on the date of this Agreement.

Capital Structure of SpinCo. (a) As of the date hereof, (i) the authorized capital stock of Spinco SpinCo consists of 100,000,000 Shares; 1,000 SpinCo Shares and (ii) 500 100 SpinCo Shares are issued and outstanding. Immediately following the Distribution, (ithe number of SpinCo Shares shall equal the number of shares contemplated by Section 2.04(c) of this Agreement and Section 4.02(a) of the Separation Agreement, and the number of authorized capital stock of Spinco will consist of 100,000,000 Shares; and (ii) 100,000,000 SpinCo Shares will be issued and outstandingshall exceed that number. (b) Except in connection with the Merger and as provided for in the Separation Agreement, (i) there are no options, warrants, convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character (A) relating to the issued or unissued capital stock of Spinco SpinCo or (A) obligating Spinco to issue any of its Subsidiaries or sell any shares of capital stock of, or other equity interests in, Spinco; (B) obligating Spinco SpinCo or any Transferred Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, convertible debt, other convertible instrument or other right, agreement, arrangement or commitment; or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of shares of Spinco Common Stock; commitment and (ii) there are no outstanding contractual obligations of Spinco SpinCo or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity interests in, Spinco SpinCo or any of its Subsidiaries or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, Spinco or in any other Person. All outstanding shares of Spinco SpinCo Common Stock are, and all such shares of Spinco SpinCo Common Stock which may be issued prior to the Merger Effective Time in accordance with the terms of this Agreement and the Separation Agreement will be when issued, duly authorized, validly issued, fully paid and non-assessable and 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 applicable contracts Contracts or any provision of the certificate of incorporation charter or bylaws of SpincoSpinCo. (c) There are no outstanding bonds, debentures, notes or other indebtedness of Spinco SpinCo or any of its Subsidiaries having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders of Spinco SpinCo may vote are issued or outstandingvote. (d) Spinco SpinCo is a direct, wholly-wholly owned Subsidiary of TDCCGPC. The copies of the certificate of incorporation charter and bylaws of Spinco which SpinCo that previously were previously furnished or made available to RMT Parent are true, complete and correct copies of such documents as in effect on the date of this Agreement. (e) At the close of business on March 19, 2018, (i) 440,373 shares of GPC Common Stock were subject to outstanding GPC SARs and (ii) 7,305 shares of GPC Common Stock were subject to outstanding GPC RSUs, in each case held by a SpinCo Business Employee. Prior to the date hereof, GPC has provided to RMT Parent complete and correct copies of each GPC Stock Plan and each form of award agreement applicable to SpinCo Business Employees.

Capital Structure of SpinCo. (ai) As of the date hereof, (i) the authorized capital stock of Spinco SpinCo consists of 100,000,000 Shares; and (ii) 500 100 Shares are issued and outstandingoutstanding and owned by CB; and (iii) no Shares are being held by SpinCo in its treasury. Immediately following the Distribution, (ix) the number of shares issued and outstanding shall equal the total number of Shares contemplated by Section 2.03(c) of this Agreement, and the number of authorized capital stock of Spinco will consist of 100,000,000 Shares; Shares shall exceed that number and (iiy) 100,000,000 no Shares will be issued and outstandingheld by SpinCo in its treasury. (bii) Except in connection with the Merger and as provided for in the Separation Agreement, (i) there are no options, warrants, convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character (A) relating to the issued or unissued capital stock of Spinco or SpinCo; (AB) obligating Spinco SpinCo to issue or sell any shares of capital stock of, or other equity interests in, SpincoSpinCo; (BC) obligating Spinco or any Transferred Subsidiary SpinCo to issue, grant, extend or enter into any such option, warrant, right, agreement, arrangement or commitment; or (CD) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of shares of Spinco Common StockShares; and (ii) there are no outstanding contractual obligations of Spinco SpinCo to repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity interests in, Spinco SpinCo or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, Spinco SpinCo or any other Person. All outstanding shares of Spinco Common Stock Shares are, and all such shares of Spinco Common Stock Shares which may be issued prior to the Effective Time in accordance with the terms of this Agreement and the Separation Agreement will be when issued, duly authorized, validly issued, fully paid and non-assessable and 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 applicable contracts Contracts or any provision of the certificate articles of incorporation or bylaws of SpincoSpinCo. (ciii) There are no issued and outstanding bonds, debentures, notes or other indebtedness of Spinco SpinCo having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders of Spinco SpinCo may vote are issued vote. SpinCo is not a party to any Contract relating to the voting or outstandingregistration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of, any Shares. (d) Spinco is a direct, wholly-owned Subsidiary of TDCC. The copies of the certificate of incorporation and bylaws of Spinco which were previously furnished or made available to Parent are true, complete and correct copies of such documents as in effect on the date of this Agreement.