Common use of Capitalization and Shareholders Clause in Contracts

Capitalization and Shareholders. The authorized capital stock of the Company consists of 1,000 shares of $0.10 par value common stock, of which 1,000 shares are issued and outstanding and are owned of record by the Stockholders in the respective amounts set forth in Schedule 1. The Stockholders are the only record owners of capital stock or other securities of any kind or class of the Company. (i) None of the Company's capital stock is held in its treasury; (ii) all shares or other interests of the Company's capital stock were legally and validly issued, fully-paid and nonassessable, without violation of any preemptive or dissenters' or similar rights (and no preemptive or other subscriptive rights have ever existed with respect to the Company's capital stock) and in full compliance with federal and state securities laws and other applicable law; (iii) the Company has complied with the terms of its capital stock; (iv) all of the Company's capital stock acquired by it was purchased from funds appropriate for the repurchase of shares of capital stock or other securities and otherwise in accordance with its articles of incorporation, bylaws or other governing instruments and applicable laws; (v) no options, warrants, subscriptions, puts, calls or other rights, commitments, undertakings or understandings to acquire, dispose of or restrict the transfer of, any of the Company's capital stock or other securities of any kind or class or rights, obligations or undertakings convertible into securities of the Company of any kind or class are authorized or outstanding; and (vi) the Company is not subject to any obligation to purchase, redeem or otherwise acquire any of its capital stock or securities (or of any options or rights or obligations described in the preceding sentence) upon the occurrence of a specified event (and assuming that specified time periods have passed and appropriate notices have been given) or otherwise. Neither any act or omission of the Company or the Stockholders or any predecessor in interest, nor the execution, delivery or performance of this Agreement, has resulted in, or will result in, any person having any claim or cause of action whatsoever involving the Company.

Capitalization and Shareholders. The authorized capital stock of the Company consists of 1,000 4,000 shares of $0.10 1.00 par value common stock, of which 1,000 4,000 shares are issued and outstanding and are owned of record by the Stockholders in the respective amounts set forth in Schedule 1. The Stockholders are the only record owners of capital stock or other securities of any kind or class of the Company. (i) None of the Company's capital stock is held in its treasury; (ii) all shares or other interests of the Company's capital stock were legally and validly issued, fully-paid and nonassessable, without violation of any preemptive or dissenters' or similar rights (and no preemptive or other subscriptive rights have ever existed with respect to the Company's capital stock) and in full compliance with federal and state securities laws and other applicable law; (iii) the Company has complied with the terms of its capital stock; (iv) all of the Company's capital stock acquired by it was purchased from funds appropriate for the repurchase of shares of capital stock or other securities and otherwise in accordance with its articles of incorporation, bylaws or other governing instruments and applicable laws; (v) no options, warrants, subscriptions, puts, calls or other rights, commitments, undertakings or understandings to acquire, dispose of or restrict the transfer of, any of the Company's capital stock or other securities of any kind or class or rights, obligations or undertakings convertible into securities of the Company of any kind or class are authorized or outstanding; and (vi) the Company is not subject to any obligation to purchase, redeem or otherwise acquire any of its capital stock or securities (or of any options or rights or obligations described in the preceding sentence) upon the occurrence of a specified event (and assuming that specified time periods have passed and appropriate notices have been given) or otherwise. Neither any act or omission of the Company or the Stockholders or any predecessor in interest, nor the execution, delivery or performance of this Agreement, has resulted in, or will result in, any person having any claim or cause of action whatsoever involving the Company.