Common use of Capital Structure of the Company Clause in Contracts

Capital Structure of the Company. (a) As of the close of business on September 14, 2018, the issued and outstanding limited liability company interests of the Company consisted of: (i) 98,611,085.3105910 Listed Shares, of which 11,524,315.6615660 were owned, directly or indirectly, by Parent; and (ii) 7.434953 Voting Shares representing limited liability company interests in the Company (“Voting Shares”), all of which were owned, directly or indirectly, by Parent; and (iii) no other equity interests or other voting securities of the Company were issued or outstanding. All of the outstanding Listed Shares and Voting Shares, and the limited liability company interests represented thereby, have been duly authorized and validly issued in accordance with the Company Agreement and are fully paid (to the extent required under the Company Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the DLLCA and the Company Agreement). (b) The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) with the holders of Listed Shares of the Company on any matter. Except as set forth in Section 5.2(b) of the Company Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or to sell any Company Securities or other securities of the Company or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to or giving any Person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding.

Capital Structure of the Company. The Company represents and warrants that: (a) As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). As of the close of business on September 1410, 20182010, the issued and outstanding limited liability company interests of the Company consisted of: (i) 98,611,085.3105910 Listed Shares19,286,290 shares of Company Common Stock were issued and outstanding, of which 11,524,315.6615660 were owned, directly or indirectly, by Parent; and (ii) 7.434953 Voting Shares representing limited liability company interests in the no shares of Company (“Voting Shares”)Preferred Stock were issued and outstanding, all of which were owned, directly or indirectly, by Parent; and (iii) no shares of Company Common Stock were held by the Company in its treasury and (iv) no shares of Company Preferred Stock were held by the Company in its treasury. All of the outstanding shares of Company Common Stock are, and all shares of Company Common Stock to be issued in the Transaction have been, duly authorized and will be, when issued in accordance with the terms hereof, validly issued, fully paid, non-assessable and free of pre-emptive rights. As of the date of this Agreement, except as set forth above or as disclosed in Section 3.2(a) of the Company Disclosure Schedule, there are no (A) shares of capital stock of the Company authorized, issued or outstanding, (B) existing options, warrants, calls, pre-emptive rights, subscriptions or other rights, Contracts or binding commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, any obligation of the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock of, or other equity interests interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or to grant, extend or enter into any such option, warrant, call, subscription or other right, Contract or binding commitment or (C) outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or the capital stock of the Company or any of its Subsidiaries or Affiliates or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. (b) As of the date hereof, except pursuant to the Registration Rights Agreement, dated April 13, 1999, between the Company and Xxx.Xxx Corporation, its wholly owned Subsidiary, there are no contractual obligations for the Company or any of its Subsidiaries to file a registration statement under the Securities Act or which otherwise relate to the registration of any securities of the Company or its Subsidiaries under the Securities Act. (c) As of the date hereof, no bonds, debentures, notes or other evidences of Indebtedness or other obligations of the Company having the right to vote (or which bonds, debentures, notes or other evidences of Indebtedness or other obligations are convertible into or exercisable for Company Common Stock having the right to vote) on any matters on which stockholders may vote (“Company Voting Debt”) are issued or outstanding. (d) Except for the Transaction and as disclosed in Section 3.2(d) of the Company Disclosure Schedule, there are no securities, options, warrants, calls, rights, commitments, Contracts or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which either of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Company Voting Debt or other voting securities of the Company were issued or outstanding. All any of the outstanding Listed Shares and Voting Sharesits Subsidiaries, and the limited liability company interests represented thereby, have been duly authorized and validly issued in accordance with or obligating the Company Agreement and are fully paid (or any of its Subsidiaries to the extent required under the Company Agreement) and nonassessable (except as issue, grant, extend or enter into any such nonassessability may be affected by Sections 18-303security, 18-607 and 18-804 of the DLLCA and the Company Agreement)option, warrant, call, right, commitment, Contract or undertaking. (be) The Except for the Transaction, neither the Company does not have outstanding nor any bondsof its Subsidiaries is a party to any Contract (i) restricting the purchase or transfer of, debentures(ii) relating to the voting of, notes (iii) requiring the repurchase, redemption or other obligations the holders disposition of, or (iv) containing any right of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) first refusal with the holders of Listed Shares respect to, any capital stock of the Company on or any matter. Except as set forth of its Subsidiaries. (f) Other than U.S. Treasury securities and the Subsidiaries listed in Section 5.2(b3.1(c) of the Company Disclosure LetterSchedule, there the Company does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity. There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or to sell any Company Securities or other securities contractual obligations of the Company or any securities of its Subsidiaries to make any loan to, or obligations convertible any equity or exchangeable into other investment in (in the form of a capital contribution or exercisable for, valued by reference to or giving any Person a right to subscribe for or acquireotherwise), any securities of the Company, and no securities its Subsidiaries or obligations evidencing such rights are authorized, issued or outstandingany other Person.

Capital Structure of the Company. (a) As The authorized capital stock of the close Company consists solely of business on September 1450,000,000 shares of common stock, 2018par value $.15 per share, the of which 7,002,815 shares are issued and outstanding limited liability company interests as of the Company consisted of: (i) 98,611,085.3105910 Listed SharesSeptember 10, 1996, and 10,000,000 shares of preferred stock, $1,000 par value, none of which 11,524,315.6615660 were owned, directly or indirectly, by Parent; and (ii) 7.434953 Voting Shares representing limited liability company interests in the Company (“Voting Shares”), all of which were owned, directly or indirectly, by Parent; and (iii) no other equity interests or other voting securities of the Company were issued or are outstanding. All of the issued and outstanding Listed Shares and Voting Shares, and shares of capital stock of the limited liability company interests represented thereby, Company have been duly authorized authorized, are not subject to preemptive rights and validly were issued in accordance full compliance with all federal, state and local laws, rules and regulations. Except for conversion rights to purchase shares of Common Stock issued to holders of convertible subordinated debentures of the Company, options to purchase Common Stock and warrants to purchase Common Stock as set forth on Schedule 5.19 hereto, the options issuable under the Company's Stock Option Plan to purchase 628,500 shares of Common Stock and options to purchase 40,000 shares of Common Stock granted to the directors of the Company, which have been disclosed to the Purchasers by the Company, and in the SEC Documents there are no outstanding or authorized subscriptions, options, warrants, calls, commitments, agreements or arrangements of any kind relating to the issuance, transfer, delivery or sale by the Company Agreement and are fully paid (to of any additional shares of capital stock or other securities of the extent required under Company, including, but not limited to, any right of conversion or exchange granted by the Company Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303under any outstanding security, 18-607 and 18-804 of the DLLCA and the Company Agreement). (b) The Company does not have outstanding any bonds, debentures, notes agreement or other obligations the holders of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) with the holders of Listed Shares of the Company on any matterinstrument. Except as set forth in Section 5.2(b) of the Company Disclosure LetterSchedule 5.19 hereto, there are no preemptive authorized or outstanding voting agreements, voting trusts, proxies, stockholder agreements, rights to purchase, transfer restrictions, or other outstanding rights, options, warrants, conversion rights, similar arrangements with respect to any of the capital stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or to sell any Company Securities or other securities of the Company except as identified within the SEC Documents. Except with respect to its outstanding convertible debentures and except as otherwise set forth on Schedule 5.19 hereto, there are no outstanding or any securities authorized stock appreciation, phantom stock or obligations convertible similar rights with respect to the capital stock of the Company. Except as set forth on Schedule 5.19, the Company has no indebtedness for dividends, interest or exchangeable into other distributions declared or exercisable for, valued by reference accumulated but unpaid with respect to or giving any Person a right to subscribe for or acquire, any securities of the Company. No Person has a claim arising out of a violation of any preemptive rights of a stockholder of the Company, and no securities nor any claim based upon ownership, repurchase or obligations evidencing such rights are authorized, issued or outstandingredemption of any shares of the Company's capital stock.

Capital Structure of the Company. (a) As The authorized capital stock of the Company consists of: (i) 265,000,000 Shares, of which 158,847,839 Shares were outstanding as of the close of business on September 14March, 201829, 2021 (the issued “Measurement Date”), and (ii) 10,000,000 shares of Preferred Stock, of which no shares were outstanding as of the Measurement Date. All of the outstanding Shares have been duly authorized and outstanding limited liability company interests are validly issued, fully paid and nonassessable. As of the Measurement Date: (iii) 9,652,306.01 Shares were subject to Company Options (of which options to purchase an aggregate of 4,820,444 Shares were exercisable), (iv)1,831,164.00 Shares were Company RSUs, and (v)30,283,858.50 Shares were subject to Company Warrants. Except (x) as set forth in this Section 4.1(b)(i) (including in Section 4.1(b) of the Company consisted of: Disclosure Letter), or (iy) 98,611,085.3105910 Listed Sharesfor changes since the Measurement Date resulting from the issuance, of which 11,524,315.6615660 were owned, directly acceleration or indirectly, acquisition by Parent; and (ii) 7.434953 Voting Shares representing limited liability company interests in the Company of Shares in connection with the exercise or settlement of, or satisfaction of withholding Taxes or exercise price payments with respect to, Company Equity Awards in accordance with their terms, as of the date hereof, there are not issued or outstanding (“Voting Shares”), all 1) any shares of which were owned, directly or indirectly, by Parent; and (iii) no other equity interests capital stock or other voting securities of the Company, or (2) any preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company were issued or outstanding. All any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the outstanding Listed Shares and Voting SharesCompany or any securities or obligations convertible or exchangeable into or exercisable for, and the limited liability company interests represented therebyor giving any Person a right to subscribe for or acquire, have been duly authorized and validly issued in accordance with the Company Agreement and are fully paid (to the extent required under the Company Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 any securities of the DLLCA and the Company Agreement). (b) Company, or any securities or obligations evidencing such rights. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) with the holders of Listed Shares stockholders of the Company on any matter. All grants of the Company Equity Awards were validly issued and properly approved by the Company board of directors (or a committee thereof) in accordance with the Company equity plan and applicable Law. (b) Section 4.1(b)(ii) of the Company Disclosure Letter sets forth a true and complete list, as of the Measurement Date, of (A) each outstanding Company Option, Company RSU, and Company Warrant, (B) the date of grant thereof, (C) the number of Shares covered thereby, (D) the per share exercise price (if applicable), (E) the vesting schedule, (F) the expiration date thereof (if applicable), and (G) in the case of Company Options, whether or not such option is intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. (c) Section 4.1(b)(iii) of the Company Disclosure Letter sets forth each of the Company’s Subsidiaries. Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (in the case of each such Subsidiary, to the extent such concepts are recognized under the jurisdiction of organization of such Subsidiary) and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (a “Lien”), except for Permitted Liens. Except as set forth in Section 5.2(b4.1(b)(iii) of the Company Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate any Subsidiary of the Company to issue or to sell any Company Securities shares of capital stock or other securities of any of the Company Company’s Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to or giving any Person a right to subscribe for or acquire, any securities of any of the Company’s Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as set forth in Section 4.1(b)(iii) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries owns any equity interest in any Person.

Capital Structure of the Company. (ai) As The authorized capital stock of the Company consists of: (A) 265,000,000 Shares, of which 158,847,839 Shares were outstanding as of the close of business on September 14March, 201829, 2021 (the issued “Measurement Date”), and (B) 10,000,000 shares of Preferred Stock, of which no shares were outstanding as of the Measurement Date. All of the outstanding Shares have been duly authorized and outstanding limited liability company interests are validly issued, fully paid and nonassessable. As of the Measurement Date: (C) 9,652,306.01 Shares were subject to Company Options (of which options to purchase an aggregate of 4,820,444 Shares were exercisable), (D) 1,831,164.00 Shares were Company RSUs, and (E) 30,283,858.50 Shares were subject to Company Warrants. Except (x) as set forth in this Section 4.1(b)(i) (including in Section 4.1(b) of the Company consisted of: Disclosure Letter), or (iy) 98,611,085.3105910 Listed Sharesfor changes since the Measurement Date resulting from the issuance, of which 11,524,315.6615660 were owned, directly acceleration or indirectly, acquisition by Parent; and (ii) 7.434953 Voting Shares representing limited liability company interests in the Company of Shares in connection with the exercise or settlement of, or satisfaction of withholding Taxes or exercise price payments with respect to, Company Equity Awards in accordance with their terms, as of the date hereof, there are not issued or outstanding (“Voting Shares”), all 1) any shares of which were owned, directly or indirectly, by Parent; and (iii) no other equity interests capital stock or other voting securities of the Company, or (2) any preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company were issued or outstanding. All any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the outstanding Listed Shares and Voting SharesCompany or any securities or obligations convertible or exchangeable into or exercisable for, and the limited liability company interests represented therebyor giving any Person a right to subscribe for or acquire, have been duly authorized and validly issued in accordance with the Company Agreement and are fully paid (to the extent required under the Company Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 any securities of the DLLCA and the Company Agreement). (b) Company, or any securities or obligations evidencing such rights. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) with the holders of Listed Shares stockholders of the Company on any matter. All grants of the Company Equity Awards were validly issued and properly approved by the Company board of directors (or a committee thereof) in accordance with the Company equity plan and applicable Law. (ii) Section 4.1(b)(ii) of the Company Disclosure Letter sets forth a true and complete list, as of the Measurement Date, of (A) each outstanding Company Option, Company RSU, and Company Warrant, (B) the date of grant thereof, (C) the number of Shares covered thereby, (D) the per share exercise price (if applicable), (E) the vesting schedule, (F) the expiration date thereof (if applicable), and (G) in the case of Company Options, whether or not such option is intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. (iii) Section 4.1(b)(iii) of the Company Disclosure Letter sets forth each of the Company’s Subsidiaries. Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (in the case of each such Subsidiary, to the extent such concepts are recognized under the jurisdiction of organization of such Subsidiary) and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (a “Lien”), except for Permitted Liens. Except as set forth in Section 5.2(b4.1(b)(iii) of the Company Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate any Subsidiary of the Company to issue or to sell any Company Securities shares of capital stock or other securities of any of the Company Company’s Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to or giving any Person a right to subscribe for or acquire, any securities of any of the Company’s Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as set forth in Section 4.1(b)(iii) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries owns any equity interest in any Person.

Capital Structure of the Company. Upon consummation of the purchase by the Investor of the shares of Common Stock contemplated hereby, the authorized capital stock of the Company will consist solely of (i) 200,000,000 shares of Common Stock, of which (a) As 23,058,498 shares are currently issued and outstanding, (b) 12,163,968 shares are reserved for issuance upon conversion of the close of business on September 14Series A Stock, 2018(c) 7,000,000 shares are reserved for issuance pursuant to the Company's Option Plan, the (d) 400,000 shares are reserved for issuance pursuant to options issued to consultants and outstanding limited liability company interests of advisors to the Company consisted of: and (id) 98,611,085.3105910 Listed Shares, of which 11,524,315.6615660 were owned, directly or indirectly, by Parent; 63,282,712 shares are authorized but unissued and unreserved and (ii) 7.434953 Voting Shares representing limited liability company interests in the Company (“Voting Shares”)25,000,000 shares of Preferred Stock, all of which were owned, directly or indirectly, by Parent; (a) 12,163,968 shares of Series A Stock are issued and outstanding and (iiib) 2,100,000 shares of Series A-1 Convertible Participating Preferred Stock, no other equity interests or other voting securities par value per share, are authorized but unissued. All issued and outstanding shares of capital stock of the Company were issued or outstanding. All of the outstanding Listed Shares and Voting Shares, and the limited liability company interests represented thereby, have been duly authorized and validly issued in accordance with the Company Agreement and are fully paid (to the extent required under the Company Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 free of the DLLCA and the Company Agreement). (b) The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) with the holders of Listed Shares of the Company on any matterpreemptive rights. Except as set forth in Section 5.2(b) this SECTION 3.4, no shares of capital stock of the Company Disclosure Letteror any Subsidiary have been reserved for any purpose. Except as set forth in this SECTION 3.4, there are no preemptive outstanding securities convertible into or exchangeable or exercisable for the capital stock of the Company, or warrants or options to purchase or to subscribe for any shares of such stock or other securities of the Company. There are no outstanding rightsAgreements affecting or relating to the voting, optionsissuance, warrantspurchase, conversion rightsredemption, stock appreciation rightsrepurchase, redemption rights, repurchase rights, agreements, arrangements, calls, commitments transfer or rights registration for sale under the Securities Act of any kind that obligate the Company to issue or to sell any Company Securities or other securities of the Company or any securities or obligations convertible or exchangeable into or exercisable forSubsidiary, valued by reference to or giving any Person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstandingexcept as contemplated hereunder.

Capital Structure of the Company. The Company represents and warrants that: (a) As of the date hereof, the authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock and 20,920,648 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). As of the close of business on September 14November 25, 20182016, the (i) 21,444,267 shares of Company Common Stock were issued and 21,037,640 shares of Company Common Stock were outstanding, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) 406,627 shares of Company Common Stock were held by the Company in its treasury, and (iv) no shares of Company Preferred Stock were held by the Company in its treasury. All of the outstanding limited liability company interests shares of Company Common Stock have been duly authorized. All of the shares of Class A Common Stock to be issued in the Transaction have been duly authorized and will be, when issued in accordance with the terms hereof, validly issued, fully paid, non-assessable and free of pre-emptive rights. As of the date of this Agreement, except as set forth above or as disclosed in Section 3.2(a) of the Company consisted Disclosure Schedule, there are no (A) shares of capital stock of the Company authorized, issued or outstanding, (B) existing options, warrants, calls, pre-emptive rights, subscriptions or other rights, Contracts or binding commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, any obligation of the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock of: , or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or to grant, extend or enter into any such option, warrant, call, subscription or other right, Contract or binding commitment or (iC) 98,611,085.3105910 Listed Sharesoutstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of which 11,524,315.6615660 were owned, directly Company Common Stock or indirectly, by Parent; and the capital stock of the Company or any of its Subsidiaries or Affiliates or to provide funds to make any investment (ii) 7.434953 Voting Shares representing limited liability company interests in the form of a loan, capital contribution or otherwise) in any other entity. (b) There are no contractual obligations for the Company or any of its Subsidiaries to file a registration statement under the Securities Act or which otherwise relate to the registration of any securities of the Company or its Subsidiaries under the Securities Act. (c) No bonds, debentures, notes or other evidences of Indebtedness or other obligations of the Company having the right to vote (or which bonds, debentures, notes or other evidences of Indebtedness or other obligations are convertible into or exercisable for Company Common Stock having the right to vote) on any matters on which stockholders may vote (“Company Voting SharesDebt”)) are issued or outstanding. (d) Except for the Transaction, all there are no securities, options, warrants, calls, rights, commitments, Contracts or undertakings of any kind to which were ownedthe Company or any of its Subsidiaries is a party or by which either of them is bound obligating the Company or any of its Subsidiaries to issue, directly deliver or indirectlysell, by Parent; and (iii) no other equity interests or cause to be issued, delivered or sold, additional shares of capital stock, Company Voting Debt or other voting securities of the Company were issued or outstanding. All any of the outstanding Listed Shares and Voting Sharesits Subsidiaries, and the limited liability company interests represented thereby, have been duly authorized and validly issued in accordance with or obligating the Company Agreement and are fully paid (or any of its Subsidiaries to the extent required under the Company Agreement) and nonassessable (except as issue, grant, extend or enter into any such nonassessability may be affected by Sections 18-303security, 18-607 and 18-804 of the DLLCA and the Company Agreement)option, warrant, call, right, commitment, Contract or undertaking. (be) The Except for the Transaction, neither the Company does not have outstanding nor any bondsof its Subsidiaries is a party to any Contract (i) restricting the purchase or transfer of, debentures(ii) relating to the voting of, notes (iii) requiring the repurchase, redemption or other obligations the holders disposition of, or (iv) containing any right of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) first refusal with the holders of Listed Shares respect to, any capital stock of the Company on or any matter. Except as set forth of its Subsidiaries. (f) Other than the Subsidiaries listed in Section 5.2(b3.1(c) of the Company Disclosure LetterSchedule, there the Company does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity. There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or to sell any Company Securities or other securities contractual obligations of the Company or any securities of its Subsidiaries to make any loan to, or obligations convertible any equity or exchangeable into other investment in (in the form of a capital contribution or exercisable for, valued by reference to or giving any Person a right to subscribe for or acquireotherwise), any securities of the Company, and no securities its Subsidiaries or obligations evidencing such rights are authorized, issued or outstandingany other Person.