Common use of Capital Structure; Subsidiaries Clause in Contracts

Capital Structure; Subsidiaries. (a) As of the date of this Agreement, the authorized capital stock of AHM consists of 19,000,000 shares of AHM Common Stock, of which 17,210,545 shares of AHM Common Stock are outstanding, and 1,000,000 shares of preferred stock, par value $1.00, of AHM (the "AHM Preferred Stock" and, together with the AHM Common Stock, the "AHM Capital Stock"), none of which are outstanding. All issued and outstanding shares of AHM Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and no class of AHM Capital Stock is entitled to preemptive rights. As of the date of this Agreement, there are outstanding no options, warrants or other rights to acquire AHM Capital Stock other than options to acquire 993,720 shares of AHM Common stock and warrants to acquire 50,000 shares of AHM Common Stock. (b) As of the date of this Agreement, the authorized capital stock of New Holdco consists of 100 shares of New Holdco Common Stock, of which 10 shares of New Holdco Common Stock are outstanding. Immediately prior to the Effective Time, the authorized capital stock of New Holdco shall consist of 100,000,000 shares of New Holdco Common Stock, and 10,000,000 shares of preferred stock, par value $0.01, of New Holdco (the "New Holdco Preferred Stock" and, together with the New Holdco Common Stock, the "New Holdco Capital Stock"). As of the date of this Agreement, all issued and outstanding shares of New Holdco Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and no class of New Holdco Common Stock is entitled to preemptive rights. As of the date of this Agreement, there are outstanding no options, warrants or other rights to acquire New Holdco Common Stock. (c) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of New Holdco, AHM or any Subsidiary of AHM or New Holdco having the right to vote on any matters on which stockholders may vote are issued or outstanding. (d) Except as set forth on Schedule 4.2(d) of the AHM Disclosure Schedule, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which (i) AHM is a party, or by which it is bound, obligating AHM to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of AHM Capital Stock or other voting securities of AHM or, securities convertible into or exchangeable for shares of AHM Capital Stock or other voting securities of AHM, or obligating AHM to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking; or (ii) New Holdco is a party, or by which it is bound, obligating New Holdco to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of New Holdco Common Stock or other voting securities of New Holdco or, securities convertible into or exchangeable for shares of New Holdco Common Stock or other voting securities of New Holdco, or obligating New Holdco to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of (A) AHM (I) to repurchase, redeem or otherwise acquire any shares of AHM Capital Stock or any other voting securities of AHM, or (II) to make any equity investment in any other Person; or (B) New Holdco (x) to repurchase, redeem or otherwise acquire any shares of New Holdco Common Stock or any other voting securities of New Holdco, or (y) to make any equity investment in any other Person (other than pursuant to the Reorganization). (e) Except as set forth on Schedule 4.2(e) of the AHM Disclosure Schedule, all dividends on shares of AHM Common Stock and New Holdco Common Stock that have been declared prior to the date of this Agreement have been paid in full. (f) Schedule 4.2(f) of the AHM Disclosure Schedule contains a list of each Subsidiary of AHM and New Holdco, its jurisdiction of incorporation or organization and their respective holdings of each such Subsidiary by AHM and/or New Holdco, as applicable. All the issued and outstanding shares of capital stock or other securities (whether voting or otherwise) of each Subsidiary of AHM and New Holdco have been validly issued and are fully paid and nonassessable and are owned as set forth on Schedule 4.2(f) of the AHM Disclosure Schedule, free and clear of any Liens. Except as set forth on Schedule 4.2(f), each Subsidiary of AHM is wholly-owned by AHM, each Subsidiary of New Holdco is wholly-owned by New Holdco, and no other person owns any rights to purchase capital stock or other securities (whether voting or otherwise) in any of AHM's Subsidiaries or New Holdco's Subsidiaries. Except for the capital stock of its Subsidiaries, AHM does not own, directly or indirectly, any capital stock or other securities (whether voting or otherwise) or other ownership interest in any corporation, joint stock company, partnership, limited partnership, limited liability company, joint venture or other entity.

Capital Structure; Subsidiaries. (a) As of the date of this Agreementhereof, the authorized capital stock of AHM CTI consists of 19,000,000 shares of AHM Common Stock, of which 17,210,545 shares of AHM Common Stock are outstanding, and 1,000,000 shares of preferred stock, par value $1.00, of AHM (the "AHM Preferred Stock" and, together with the AHM Common Stock, the "AHM Capital Stock"), none of which are outstanding. All issued and outstanding shares of AHM Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and no class of AHM Capital Stock is entitled to preemptive rights. As of the date of this Agreement, there are outstanding no options, warrants or other rights to acquire AHM Capital Stock other than options to acquire 993,720 shares of AHM Common stock and warrants to acquire 50,000 shares of AHM Common Stock. (b) As of the date of this Agreement, the authorized capital stock of New Holdco consists of 100 shares of New Holdco Common Stock, of which 10 shares of New Holdco Common Stock are outstanding. Immediately prior to the Effective Time, the authorized capital stock of New Holdco shall consist of 100,000,000 shares of New Holdco CTI Common Stock, Stock and 10,000,000 shares of preferred stock, no par value $0.01, of New Holdco per share (the "New Holdco “CTI Preferred Stock" and”), together with the New Holdco Common 100,000 of which have been designated as Series C Preferred Stock, all of which are reserved for issuance upon exercise of the "New Holdco Capital Rights issuable pursuant to the Rights Agreement and 10,000 of which have been designated as Series D Preferred Stock"), none of which are reserved for issuance. The rights, preferences and privileges of CTI Common Stock and CTI Preferred Stock are as stated in CTI’s Articles of Incorporation and the WBCA. The rights, preferences and privileges of the warrants to purchase CTI capital stock listed on Schedule 3.2(a) of the CTI Disclosure Schedules are as stated in the applicable warrant instruments, complete and correct copies of which have been delivered or made available to Novuspharma. At the close of business on the date hereof, (i) 33,279,148 shares of CTI Common Stock were issued and outstanding and no shares of CTI Preferred Stock were issued and outstanding, (ii) no shares of CTI were issued and held by CTI in its treasury, (iii) 6,024,820 shares of CTI Common Stock were reserved for issuance pursuant to outstanding options to purchase CTI Common Stock (“CTI Stock Options”) issued under CTI’s 1994 Plan, (iv) warrants to purchase 764,125 shares of CTI Common Stock were issued and outstanding, (v) 8,546,000 shares of CTI Common Stock were reserved for issuance upon conversion of the 5.75% Convertible Senior Subordinated Notes due June 15, 2008 of CTI and (vi) 871,765 shares of CTI Common Stock were reserved for issuance upon conversion of the 5.75% Convertible Subordinated Notes due June 15, 2008. As of the date of this Agreement, all issued and outstanding shares of New Holdco Capital capital stock of CTI are, and all shares of CTI Common Stock are which may be issued upon the exercise of (x) options to purchase CTI Common Stock issued under CTI’s 1994 Plan, or (y) warrants to purchase CTI Common Stock will be duly authorized, validly issued, fully paid and nonassessable, and no class . No issued or outstanding shares of New Holdco CTI Common Stock are subject to or were issued in violation of any preemptive rights or were issued in violation of applicable securities laws. No Voting Debt of CTI is entitled to preemptive rightsissued or outstanding as of the date hereof. As of the date of this Agreement, there are outstanding no options, warrants or other rights to acquire New Holdco Common Stock. (c) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of New Holdco, AHM or any Subsidiary of AHM or New Holdco having the right to vote on any matters on which stockholders may vote are issued or outstanding. (d) Except except as set forth on Schedule 4.2(d) of the AHM Disclosure Schedule, as of the date of this Agreementabove, there are no outstanding shares of capital stock of, or other equity or voting interests in CTI, or securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which (i) AHM CTI or any of its subsidiaries is a party, party or by which it any of them is bound, bound obligating AHM CTI to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of AHM Capital Stock capital stock or other equity or voting securities of AHM orinterests in CTI, securities convertible into or exchangeable for shares of AHM Capital Stock Voting Debt or other securities (whether voting securities or otherwise) of AHM, CTI or obligating AHM to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking; or (ii) New Holdco is a party, or by which it is bound, obligating New Holdco to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of New Holdco Common Stock or other voting securities of New Holdco or, securities convertible into or exchangeable for shares of New Holdco Common Stock or other voting securities of New Holdco, or obligating New Holdco to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As Except as set forth in Schedule 3.2 of the CTI Disclosure Schedules, as of the date of this Agreementhereof, there are no outstanding contractual obligations of CTI (A1) AHM restricting the transfer of, (I2) to affecting the voting rights of (including, without limitation, voting trusts, voting agreements or irrevocable proxies), (3) requiring the repurchase, redeem redemption or otherwise acquire disposition of, (4) requiring the registration for sale of, or (5) granting any preemptive or antidilutive right with respect to, any shares of AHM Capital Stock or any other voting securities of AHM, or (II) to make any equity investment in any other Person; or (B) New Holdco (x) to repurchase, redeem or otherwise acquire any shares of New Holdco CTI Common Stock or any other voting securities CTI Stock Options. CTI has delivered or made available to CTI and its counsel copies of New Holdcoall documents listed on Schedule 3.2 of the CTI Disclosure Schedules. The execution and delivery of this Agreement and the agreements contemplated hereby to which CTI is a party do not, and the consummation of the transactions contemplated hereby and thereby and the compliance with the provisions hereof and thereof will not, give rise to any preemptive or (y) antidilutive right of any person with respect to make any equity investment in shares of CTI Common Stock or any other Person (other than pursuant to the Reorganization). (e) CTI Stock Options. Except as set forth on in Schedule 4.2(e) 3.2 of the AHM CTI Disclosure ScheduleSchedules, all dividends from the close of business on December 31, 2002 to and including the date hereof, no shares of AHM CTI Common Stock and New Holdco Common Stock that have been declared prior to the date of this Agreement have been paid in full. (f) Schedule 4.2(f) of the AHM Disclosure Schedule contains a list of each Subsidiary of AHM and New Holdco, its jurisdiction of incorporation or organization and their respective holdings of each such Subsidiary by AHM and/or New Holdco, as applicable. All the issued and outstanding shares of other capital stock or other equity or voting interests in, or other securities (whether voting or otherwise) of each Subsidiary of AHM and New Holdco CTI have been validly or will be issued and or transferred from CTI’s treasury. There are fully paid and nonassessable and are owned as set forth on Schedule 4.2(f) of the AHM Disclosure Scheduleno options, free and clear warrants, calls, rights, commitments, agreements, arrangements or undertakings of any Liens. Except as set forth on Schedule 4.2(f), each Subsidiary of AHM kind to which CTI is wholly-owned a party or by AHM, each Subsidiary of New Holdco which it is wholly-owned by New Holdco, and no other person owns any rights bound obligating CTI to purchase capital stock acquire or other securities (whether voting or otherwise) in any of AHM's Subsidiaries or New Holdco's Subsidiaries. Except for the capital stock of its Subsidiaries, AHM does not own, directly or indirectly, underwrite any capital stock or other equity or voting interests in, or any other securities (whether voting or otherwise) or other ownership interest in of, any corporation, joint stock company, partnership, limited partnership, limited liability company, joint venture or other entity. CTI owns no Novuspharma Ordinary Shares and since April 4, 2003 has not purchased or sold any CTI Common Stock.

Capital Structure; Subsidiaries. (a) As of the date of this Agreement, the The authorized capital stock of AHM Buyer consists of 19,000,000 150,000,000 shares of AHM Buyer Common Stock, 51,203,539 of which 17,210,545 were issued and outstanding as of September 21, 2015. All of the outstanding shares of AHM Buyer Common Stock have been duly authorized and are outstandingvalidly issued and fully paid. As of September 21, and 1,000,000 2015, (A) 3,116,506 shares of preferred stock, par value $1.00Buyer Common Stock were reserved for issuance under Buyer’s equity incentive plans, of AHM which amount (the "AHM Preferred Stock" andi) there were options outstanding to purchase 116,888 shares of Buyer Common Stock with an aggregate weighted exercise price of $15.48, together with the AHM (ii) there were 921,624 restricted shares of Buyer Common Stock, the "AHM Capital Stock"and (iii) there were 508,380 shares of Buyer Common Stock subject to outstanding restricted stock unit awards (assuming, if applicable, satisfaction of any performance vesting conditions at maximum levels), none (B) 1,577,012 shares of which are outstandingBuyer Common Stock were reserved for issuance in respect of Buyer’s Employee Stock Purchase Plan and (C) there were no outstanding warrants to purchase shares of Buyer Common Stock. All issued and Each of the outstanding shares of AHM Capital Stock are capital stock of each of Buyer’s Subsidiaries is duly authorized, validly issuedissued and fully paid, fully paid is owned either directly or indirectly by Buyer, free and nonassessable, and no class clear of AHM Capital Stock is entitled to preemptive rights. As of the date of this Agreement, there are outstanding no options, warrants or other rights to acquire AHM Capital Stock Encumbrances (other than options to acquire 993,720 shares of AHM Common stock and warrants to acquire 50,000 shares of AHM Common Stock. (b) As of the date of this Agreement, the authorized capital stock of New Holdco consists of 100 shares of New Holdco Common Stock, of which 10 shares of New Holdco Common Stock are outstanding. Immediately prior to the Effective Time, the authorized capital stock of New Holdco shall consist of 100,000,000 shares of New Holdco Common Stock, and 10,000,000 shares of preferred stock, par value $0.01, of New Holdco (the "New Holdco Preferred Stock" and, together with the New Holdco Common Stock, the "New Holdco Capital Stock"any Permitted Encumbrance). As of the date of this Agreement, all issued and outstanding shares of New Holdco Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and no class of New Holdco Common Stock is entitled to preemptive rights. As of the date of this Agreement, there are outstanding no options, warrants or other rights to acquire New Holdco Common Stock. (c) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of New Holdco, AHM or any Subsidiary of AHM or New Holdco having the right to vote on any matters on which stockholders may vote are issued or outstanding. (d) Except as set forth on Schedule 4.2(d) of the AHM Disclosure Scheduleabove, as of the date of this AgreementSeptember 21, there are no securities2015, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which (i) AHM is a party, or by which it is bound, obligating AHM to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of AHM Capital Stock or other voting securities of AHM or, securities convertible into or exchangeable for shares of AHM Capital Stock or other voting securities of AHM, or obligating AHM to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking; or (ii) New Holdco is a party, or by which it is bound, obligating New Holdco to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of New Holdco Common Stock or other voting securities of New Holdco or, securities convertible into or exchangeable for shares of New Holdco Common Stock or other voting securities of New Holdco, or obligating New Holdco to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of (A) AHM (I) to repurchase, redeem or otherwise acquire any shares of AHM Capital Stock or any there were no other voting securities of AHM, or (II) to make any equity investment in any other Person; or (B) New Holdco (x) to repurchase, redeem or otherwise acquire any shares of New Holdco Common Stock or any other voting securities of New Holdco, or (y) to make any equity investment in any other Person (other than pursuant to the Reorganization). (e) Except as set forth on Schedule 4.2(e) of the AHM Disclosure Schedule, all dividends on shares of AHM Common Stock and New Holdco Common Stock that have been declared prior to the date of this Agreement have been paid in full. (f) Schedule 4.2(f) of the AHM Disclosure Schedule contains a list of each Subsidiary of AHM and New Holdco, its jurisdiction of incorporation or organization and their respective holdings of each such Subsidiary by AHM and/or New Holdco, as applicable. All the issued and outstanding shares of capital stock or other securities of Buyer or any of its Subsidiaries and (whether voting II) there were no preemptive or otherwise) of each Subsidiary of AHM and New Holdco have been validly other outstanding rights, depository receipts issued and are fully paid and nonassessable and are owned as set forth on Schedule 4.2(f) for any of the AHM Disclosure ScheduleBuyer Shares, free and clear options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any Liens. Except as set forth on Schedule 4.2(f), each Subsidiary kind that obligate Buyer or any of AHM is wholly-owned by AHM, each Subsidiary its Subsidiaries to issue or sell any shares of New Holdco is wholly-owned by New Holdco, and no other person owns any rights to purchase capital stock or other securities (whether voting of Buyer or otherwise) in any of AHM's its Subsidiaries (or New Holdco's Subsidiaries. Except any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for the capital stock or acquire, any securities of Buyer or any of its Subsidiaries), AHM and no securities or obligations evidencing such rights were authorized, issued or outstanding. Buyer does not ownhave outstanding any bonds, directly or indirectlydebentures, any capital stock notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of Buyer on any matter. (whether voting b) Section 4.2(b) of the Buyer Disclosure Schedule sets forth as of the date of this Agreement (i) each of the Subsidiaries and the ownership interest of Buyer in each such Subsidiary, as well as the ownership interest of any other Person or otherwisePersons in each such Subsidiary and (ii) Buyer’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any corporation, joint other Person (other than securities in a publicly traded company held for investment by Buyer or any of its Subsidiaries and consisting of less than one percent of the outstanding capital stock of such company, partnership, limited partnership, limited liability company, joint venture or other entity). Buyer has made available to Seller a copy of the current organizational structure of Buyer and its Subsidiaries.

Capital Structure; Subsidiaries. (a) As of the date of this Agreementhereof, the authorized capital stock of AHM CTI consists of 19,000,000 shares of AHM Common Stock, of which 17,210,545 shares of AHM Common Stock are outstanding, and 1,000,000 shares of preferred stock, par value $1.00, of AHM (the "AHM Preferred Stock" and, together with the AHM Common Stock, the "AHM Capital Stock"), none of which are outstanding. All issued and outstanding shares of AHM Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and no class of AHM Capital Stock is entitled to preemptive rights. As of the date of this Agreement, there are outstanding no options, warrants or other rights to acquire AHM Capital Stock other than options to acquire 993,720 shares of AHM Common stock and warrants to acquire 50,000 shares of AHM Common Stock. (b) As of the date of this Agreement, the authorized capital stock of New Holdco consists of 100 shares of New Holdco Common Stock, of which 10 shares of New Holdco Common Stock are outstanding. Immediately prior to the Effective Time, the authorized capital stock of New Holdco shall consist of 100,000,000 shares of New Holdco CTI Common Stock, Stock and 10,000,000 shares of preferred stock, no par value $0.01, of New Holdco per share (the "New Holdco CTI Preferred Stock" and, together with the New Holdco Common Stock, the "New Holdco Capital Stock"), 100,000 of which have been designated as Series C Preferred Stock, all of which are reserved for issuance upon exercise of the Rights issuable pursuant to the Rights Agreement and 10,000 of which have been designated as Series D Preferred Stock, none of which are reserved for issuance. The rights, preferences and privileges of CTI Common Stock and CTI Preferred Stock are as stated in CTI's Articles of Incorporation and the WBCA. The rights, preferences and privileges of the warrants to purchase CTI capital stock listed on Schedule 3.2(a) of the CTI Disclosure Schedules are as stated in the applicable warrant instruments, complete and correct copies of which have been delivered or made available to Novuspharma. At the close of business on the date hereof, (i) 33,279,148 shares of CTI Common Stock were issued and outstanding and no shares of CTI Preferred Stock were issued and outstanding, (ii) no shares of CTI were issued and held by CTI in its treasury, (iii) 6,024,820 shares of CTI Common Stock were reserved for issuance pursuant to outstanding options to purchase CTI Common Stock ("CTI Stock Options") issued under CTI's 1994 Plan, (iv) warrants to purchase 764,125 shares of CTI Common Stock were issued and outstanding, (v) 8,546,000 shares of CTI Common Stock were reserved for issuance upon conversion of the 5.75% Convertible Senior Subordinated Notes due June 15, 2008 of CTI and (vi) 871,765 shares of CTI Common Stock were reserved for issuance upon conversion of the 5.75% Convertible Subordinated Notes due June 15, 2008. As of the date of this Agreement, all issued and outstanding shares of New Holdco Capital capital stock of CTI are, and all shares of CTI Common Stock are which may be issued upon the exercise of (x) options to purchase CTI Common Stock issued under CTI's 1994 Plan, or (y) warrants to purchase CTI Common Stock will be duly authorized, validly issued, fully paid and nonassessable, and no class . No issued or outstanding shares of New Holdco CTI Common Stock are subject to or were issued in violation of any preemptive rights or were issued in violation of applicable securities laws. No Voting Debt of CTI is entitled to preemptive rightsissued or outstanding as of the date hereof. As of the date of this Agreement, there are outstanding no options, warrants or other rights to acquire New Holdco Common Stock. (c) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of New Holdco, AHM or any Subsidiary of AHM or New Holdco having the right to vote on any matters on which stockholders may vote are issued or outstanding. (d) Except except as set forth on Schedule 4.2(d) of the AHM Disclosure Schedule, as of the date of this Agreementabove, there are no outstanding shares of capital stock of, or other equity or voting interests in CTI, or securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which (i) AHM CTI or any of its subsidiaries is a party, party or by which it any of them is bound, bound obligating AHM CTI to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of AHM Capital Stock capital stock or other equity or voting securities of AHM orinterests in CTI, securities convertible into or exchangeable for shares of AHM Capital Stock Voting Debt or other securities (whether voting securities or otherwise) of AHM, CTI or obligating AHM to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking; or (ii) New Holdco is a party, or by which it is bound, obligating New Holdco to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of New Holdco Common Stock or other voting securities of New Holdco or, securities convertible into or exchangeable for shares of New Holdco Common Stock or other voting securities of New Holdco, or obligating New Holdco to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As Except as set forth in Schedule 3.2 of the CTI Disclosure Schedules, as of the date of this Agreementhereof, there are no outstanding contractual obligations of CTI (A1) AHM restricting the transfer of, (I2) to affecting the voting rights of (including, without limitation, voting trusts, voting agreements or irrevocable proxies), (3) requiring the repurchase, redeem redemption or otherwise acquire disposition of, (4) requiring the registration for sale of, or (5) granting any preemptive or antidilutive right with respect to, any shares of AHM Capital Stock or any other voting securities of AHM, or (II) to make any equity investment in any other Person; or (B) New Holdco (x) to repurchase, redeem or otherwise acquire any shares of New Holdco CTI Common Stock or any other voting securities CTI Stock Options. CTI has delivered or made available to CTI and its counsel copies of New Holdcoall documents listed on Schedule 3.2 of the CTI Disclosure Schedules. The execution and delivery of this Agreement and the agreements contemplated hereby to which CTI is a party do not, and the consummation of the transactions contemplated hereby and thereby and the compliance with the provisions hereof and thereof will not, give rise to any preemptive or (y) antidilutive right of any person with respect to make any equity investment in shares of CTI Common Stock or any other Person (other than pursuant to the Reorganization). (e) CTI Stock Options. Except as set forth on in Schedule 4.2(e) 3.2 of the AHM CTI Disclosure ScheduleSchedules, all dividends from the close of business on December 31, 2002 to and including the date hereof, no shares of AHM CTI Common Stock and New Holdco Common Stock that have been declared prior to the date of this Agreement have been paid in full. (f) Schedule 4.2(f) of the AHM Disclosure Schedule contains a list of each Subsidiary of AHM and New Holdco, its jurisdiction of incorporation or organization and their respective holdings of each such Subsidiary by AHM and/or New Holdco, as applicable. All the issued and outstanding shares of other capital stock or other equity or voting interests in, or other securities (whether voting or otherwise) of each Subsidiary of AHM and New Holdco CTI have been validly or will be issued and or transferred from CTI's treasury. There are fully paid and nonassessable and are owned as set forth on Schedule 4.2(f) of the AHM Disclosure Scheduleno options, free and clear warrants, calls, rights, commitments, agreements, arrangements or undertakings of any Liens. Except as set forth on Schedule 4.2(f), each Subsidiary of AHM kind to which CTI is wholly-owned a party or by AHM, each Subsidiary of New Holdco which it is wholly-owned by New Holdco, and no other person owns any rights bound obligating CTI to purchase capital stock acquire or other securities (whether voting or otherwise) in any of AHM's Subsidiaries or New Holdco's Subsidiaries. Except for the capital stock of its Subsidiaries, AHM does not own, directly or indirectly, underwrite any capital stock or other equity or voting interests in, or any other securities (whether voting or otherwise) or other ownership interest in of, any corporation, joint stock company, partnership, limited partnership, limited liability company, joint venture or other entity. CTI owns no Novuspharma Ordinary Shares and since April 4, 2003 has not purchased or sold any CTI Common Stock.