Common use of Capitalization and Related Matters Clause in Contracts

Capitalization and Related Matters. (i) Schedule I sets forth the outstanding capital stock of the Company immediately following the Closing. Immediately following the consummation of the transactions contemplated hereby, the Company shall have no outstanding stock or securities convertible or exchangeable for stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its stock or any stock or securities convertible into or exchangeable for its stock or any stock appreciation rights or phantom stock plans, except as set forth on Schedule I. Immediately following the consummation of the transactions contemplated hereby and by the Ancillary Documents, all of the outstanding Purchased Shares of the Company shall be validly issued. (ii) The Company has no subsidiaries other than ER Acquisition, Inc. All of the authorized, issued and outstanding equity securities of ER Acquisition, Inc. are owned by the Company. (iii) The Company has not conducted any business prior to the date hereof and has no, and prior to the Closing Date will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the transactions contemplated by the Merger Documents and the Ancillary Agreements.

Capitalization and Related Matters. (i) Schedule I sets forth the outstanding capital stock of the Company immediately following the Closing. Immediately following the consummation of the transactions contemplated hereby, the Company shall have no outstanding stock or securities convertible or exchangeable for stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its stock or any stock or securities convertible into or exchangeable for its stock or any stock appreciation rights or phantom stock plans, except as set forth on Schedule I. Immediately following the consummation of the transactions contemplated hereby and by the Ancillary Documents, all of the outstanding Purchased Shares of the Company shall be validly issued, fully paid and non-assessable. (ii) The Company has no subsidiaries other than ER Acquisition, Inc. All of the authorized, issued and outstanding equity securities of ER Acquisition, Inc. are owned by the Company. (iii) The Company has not conducted any business prior to the date hereof and has no, and prior to the Closing Date will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the transactions contemplated by the Merger Documents and the Ancillary Agreements.

Capitalization and Related Matters. (i) Schedule I II sets forth the outstanding capital stock membership interests of the Company immediately following the Closing. Immediately following the consummation of the transactions contemplated hereby, the Company shall have no outstanding stock membership interests or securities convertible or exchangeable for stock membership interests or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its stock membership interests or any stock or securities convertible into or exchangeable for its stock membership interests or any stock equity appreciation rights or phantom stock equity plans, except as set forth on Schedule I. II. Immediately following the consummation of the transactions contemplated hereby and by the Ancillary Documents, all of the outstanding Purchased Shares Securities of the Company shall be validly issuedissued and fully paid. (ii) The As of the date hereof, the Company has no subsidiaries. Subject to the Purchaser’s consent not to be unreasonably withheld and, if applicable, subject to Section 8(a), the Company may form subsidiaries other than ER Acquisitionon or prior to the closing of the transactions contemplated by the Master Disposition Agreement. Subject to Section 8, Inc. All all of the authorized, issued and outstanding equity securities of ER Acquisition, Inc. each such subsidiary are and shall be owned by the Company. (iii) The Company has not conducted any business prior to the date hereof and has no, and prior to the Closing Date will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement (including any interests in any subsidiary) and the transactions contemplated by the Merger Documents and the Ancillary AgreementsDocuments.