Common use of Capitalization and Title to Shares Clause in Contracts

Capitalization and Title to Shares. (a) The authorized share capital of the Companies is set forth on Exhibit A hereto. With respect to each Company, the Seller set forth opposite the name of such Company on Exhibit A is the record and beneficial owner of all of the issued and outstanding shares of such Company. All of the Shares are duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights. (b) Except as set forth on Exhibit A, there are not any other shares of capital stock of any Company authorized or outstanding or any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, or other agreements or commitments obligating any Company to issue, transfer, sell, repurchase or redeem any shares of its capital stock or other securities of any Company. There are no written shareholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of any Company. The books and records of each Company, including without limitation the books of account, minute books, stock certificate books and stock ledgers, are complete and correct and accurately reflect the conduct of the business and affairs of such Company.

Capitalization and Title to Shares. (a) The authorized share capital of the Companies is set forth on Exhibit A hereto. With respect to each Company, the Seller set forth opposite the name of such Company on Exhibit A is the record and beneficial owner of all of the issued and outstanding shares of such Company. All of the Shares are duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights. (b) Except as set forth on Exhibit A, there are not any other shares of capital stock of any Company authorized or outstanding or any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, or other agreements or commitments obligating any Company to issue, transfer, sell, repurchase or redeem any shares of its capital stock or other securities of any Company. There are no written shareholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of any Company. The books and records of each Company, including without limitation the books of account, minute books, stock certificate books and stock ledgers, are complete and correct and accurately reflect the conduct of the business and affairs of such Company.. 4PAGE

Capitalization and Title to Shares. (a) The authorized share capital of the Companies Company is set forth on Exhibit A hereto. With respect to each Company, the The Seller set forth opposite the name of such the Company on Exhibit A is the record and beneficial owner of all of the issued and outstanding shares of such the Company. All of the Shares are duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights. (b) Except as set forth on Exhibit A, there There are not any no other shares of capital stock of any Company authorized or outstanding or any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, or other agreements or commitments obligating any Company to issue, transfer, sell, repurchase or redeem any shares of its capital stock or other securities of any Company. There are no written shareholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of any Company. The books and records of each Company, including without limitation the books of account, minute books, stock certificate books and stock ledgers, are complete and correct and accurately reflect the conduct of the business and affairs of such Company.