Common use of Capitalization; Indebtedness Clause in Contracts

Capitalization; Indebtedness. (a) The authorized capital stock of Xerox consists of 1,750,000,000 shares of Xerox Common Stock, 600,000 shares of Class B Stock, par value $1.00 per share, and 22,043,067 shares of Cumulative Preferred Stock, par value $1.00 per share, of which 300,000 shares of Xerox Series A Preferred Stock are authorized and 180,000 shares of Xerox Series B Preferred Stock will be authorized as of the Closing. As of the close of business on September 30, 2016, (i) 1,013,776,524 shares of Xerox Common Stock were issued and outstanding (and no Xerox Restricted Shares were issued and outstanding), (ii) 101,171,373 shares of Xerox Common Stock were reserved and available for issuance pursuant to the Xerox Stock Plans, (iii) 34,678,712 shares of Xerox Common Stock were subject to outstanding awards under the Xerox Stock Plans, (iv) 300,000 shares of Xerox Series A Preferred Stock were issued and outstanding, (v) 26,966,280 shares of Xerox Common Stock were reserved and available for issuance upon conversion of the Xerox Series A Preferred Stock and (vi) approximately 835,000 shares of Xerox Common Stock were reserved and available for issuance pursuant to the historical convertible indebtedness and other instruments. (b) Except as described in this Section 3.02, as of the close of business on September 30, 2016, there were (i) no outstanding shares of capital stock of, or other equity or voting interests in, Xerox, (ii) no outstanding securities of Xerox convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, Xerox, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from Xerox, or that obligate Xerox to issue, any capital stock of, or other equity or voting interests (or voting debt) in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, Xerox other than obligations under Xerox Plans in the ordinary course of business, (iv) no obligations of Xerox to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests in, Xerox (the items in clauses (i), (ii), (iii) and (iv) being referred to collectively as “Xerox Securities”) and (v) no other obligations by Xerox or any of its Subsidiaries to make any payments based on the price or value of any Xerox Securities. (c) As of as of the close of business on September 30, 2016, the principal amount of outstanding indebtedness for borrowed money of Xerox and its Subsidiaries (not including intercompany indebtedness or operating leases) was approximately $7,400 million inclusive of net unamortized discounts and fair value adjustments, which do not exceed $25 million in the aggregate.

Capitalization; Indebtedness. (a) The authorized capital stock of Xerox the Company consists of 1,750,000,000 910,000,000 shares of Xerox Company Common Stock, 600,000 Stock and 5,000,000 shares of Class B Stockpreferred stock, par value $1.00 per share, and 22,043,067 shares of Cumulative share (the “Company Preferred Stock, par value $1.00 per share”), of which 300,000 400,000 shares of Xerox have been designated Series A Junior Participating Preferred Stock (the “Company Series A Preferred Stock are authorized and 180,000 shares of Xerox Series B Preferred Stock will be authorized as of the Closing. Stock”). (b) As of the close of business on September August 30, 20162009, there were (i) 1,013,776,524 292,123,066 shares of Xerox Company Common Stock were issued and outstanding and (and ii) 55,387,582 shares of Company Common Stock held by the Company in its treasury. As of the date of this Agreement, (i) there are no Xerox Restricted Shares were shares of Company Preferred Stock issued and outstanding)outstanding and held in treasury, (ii) 101,171,373 400,000 shares of Xerox Common Stock were reserved and available for issuance pursuant to the Xerox Stock Plans, (iii) 34,678,712 shares of Xerox Common Stock were subject to outstanding awards under the Xerox Stock Plans, (iv) 300,000 shares of Xerox Company Series A Preferred Stock were issued have been reserved for issuance in accordance with the Amended and outstandingRestated Rights Agreement dated as of September 26, 1996, as amended, between the Company and The Bank of New York, as Rights Agent (vthe “Company Rights Agreement”) 26,966,280 and (iii) 9,701,785 shares of Xerox Company Common Stock were are reserved and available for issuance upon conversion in respect of future grants under the Xerox Series A Preferred Company Stock and (vi) approximately 835,000 Plans. As of August 30, 2009, there are outstanding Company Options to purchase an aggregate of 11,280,571 shares of Xerox Company Common Stock were reserved and available for issuance pursuant to the historical convertible indebtedness and other instruments. (b) Except as described in this Section 3.02, as of the close of business on September Stock. Since June 30, 20162009, there were (i) no outstanding shares of capital stock ofCompany Common Stock have been issued, except pursuant to Company Options, Company Performance Unit awards, Company Bonus Stock awards or Company Phantom Stock awards granted under the Company Stock Plans, or other equity or voting interests inoptions granted under the ESPP, Xeroxin each case outstanding on June 30, 2009, and (ii) no outstanding securities of Xerox Company Options, Company Performance Unit awards or Company Phantom Stock awards granted under the Company Stock Plans, or options granted under the ESPP have been granted. No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote are issued or outstanding. (c) All issued and outstanding shares of the Company’s capital stock are, and all shares that may be issued or granted pursuant to the exercise of Company Options or options granted under the ESPP, or pursuant to the vesting of Company Performance Unit awards, Company Bonus Stock awards or Company Phantom Stock awards granted under the Company Stock Plans, will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights. The issuance and sale of all of the shares of capital stock ofdescribed in this Section 4.2 have been in material compliance with United States federal and state securities Laws. Except as may be provided in the Company Rights Agreement, neither the Company nor any of the Company Subsidiaries has agreed to register any securities under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”), or other equity under any state securities Law or voting interests ingranted registration rights to any individual or entity. (d) Except for the Company Options, Xeroxoptions granted under the ESPP, or Company Performance Unit awards, Company Bonus Stock awards and Company Phantom Stock awards granted under the Company Stock Plans, and the Company Series A Preferred Stock purchase rights (iiithe “Company Rights”) issued pursuant to the Company Rights Agreement, as of the date of this Agreement, there are no outstanding or authorized (i) options, warrants, rights preemptive rights, subscriptions, calls or other commitments rights, convertible securities or agreements to acquire from Xerox, obligating the Company or that obligate Xerox any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or other equity or voting interests (or voting debt) in, interest in the Company or any of the Company Subsidiaries or securities convertible into or exchangeable for such shares or other equity interest, (ii) contractual obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any capital stock ofof the Company or any of the Company Subsidiaries or any such securities or agreements listed in clause (i) of this sentence, or (iii) voting trusts or similar agreements to which the Company or any of the Company Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Company Subsidiaries. Immediately after the consummation of the Merger, except as contemplated by Section 3.4, there will not be any outstanding subscriptions, options, warrants, calls, preemptive rights, subscriptions, or other equity or voting interests in, Xerox other than obligations under Xerox Plans in the ordinary course of business, (iv) no obligations of Xerox to grant, extend or enter into any subscription, warrant, rightrights, convertible or exchangeable security agreements, obligating the Company or other similar agreement any of the Company Subsidiaries calling for the purchase or commitment relating to issuance of any shares of the capital stock of, or other equity interest in the Company or voting interests inany of the Company Subsidiaries or securities convertible into or exchangeable for such shares or other such securities. (e) Except for the First Indenture and Security Agreement, Xerox dated as of December 15, 1999, among First Security Trust Company of Nevada, BJ Services Equipment II, L.P. and State Street Bank and Trust Company (the items in clauses (i“Equipment Partnership Financing”), the Amended and Restated Credit Agreement, dated as of August 30, 2007, as amended, among the Company and the lenders party thereto (ii), (iii) and (iv) being referred to collectively as the “Xerox SecuritiesCompany Credit Agreement”) and (v) no other obligations by Xerox or any of its Subsidiaries to make any payments based on the price or value of any Xerox Securities. (c) As of Indenture dated as of June 8, 2006, as supplemented and amended, between the close of business on September 30Company and Xxxxx Fargo Bank, 2016National Association, as trustee, with respect to the principal amount of outstanding 5.75% Senior Notes due 2011 and the 6% Senior Notes due 2018 (the “Company Indenture”), no indebtedness for borrowed money of Xerox and its the Company or any of the Company Subsidiaries contains any restriction (not including intercompany other than customary notice provisions) upon (i) the prepayment of any indebtedness of the Company or operating leasesany of the Company Subsidiaries, (ii) was approximately $7,400 million inclusive the incurrence of net unamortized discounts and fair value adjustmentsindebtedness by the Company or any of the Company Subsidiaries, which do not exceed $25 million in or (iii) the aggregateability of the Company or any of the Company Subsidiaries to grant any Lien on the properties or assets of the Company or any of the Company Subsidiaries.

Capitalization; Indebtedness. (a) The authorized capital stock of Xerox the Company consists of 1,750,000,000 100,000,000 shares of Xerox Company Common Stock, 600,000 without par value, and 1,000,000 shares of Class B Stockpreferred stock, without par value $1.00 per share, and 22,043,067 shares of Cumulative (the “Company Preferred Stock, par value $1.00 per share, of which 300,000 shares of Xerox Series A Preferred Stock are authorized and 180,000 shares of Xerox Series B Preferred Stock will be authorized as of the Closing. As of ”). (b) At the close of business on September 30December 18, 20162009, (i) 1,013,776,524 18,934,034 shares of Xerox Company Common Stock were issued and outstanding (and no Xerox Restricted Shares were issued and outstanding), (ii) 101,171,373 no shares of Xerox Common Stock were reserved and available for issuance pursuant to the Xerox Stock Plans, (iii) 34,678,712 shares of Xerox Common Stock were subject to outstanding awards under the Xerox Stock Plans, (iv) 300,000 shares of Xerox Series A Company Preferred Stock were issued and outstanding, (viii) 26,966,280 2,673,225 shares of Xerox Company Common Stock were reserved and available for issuance upon conversion of the Xerox Series A Preferred Stock and Company’s 2% Convertible Senior Notes due 2013 (vithe “2% Convertible Senior Notes”), (iv) approximately 835,000 1,694,050 shares of Xerox Company Common Stock were reserved for issuance upon conversion of the Company’s 1.625% Convertible Senior Notes due 2014 (the “1.625% Convertible Senior Notes” and, together with the 2% Convertible Senior Notes, the “Convertible Senior Notes”), (v) 1,798,116 shares of Company Common Stock are subject to outstanding Options, in each case granted under the plans and available contracts listed on Section 3.6(b) of the Company Disclosure Letter (each, a “Company Stock Plan”), and no shares of Company Common Stock are subject to other equity or equity based awards, (vi) 200,000 shares of Company Preferred Stock have been designated as Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”) and have been reserved for issuance upon the exercise of the rights distributed to the Company Shareholders pursuant to the Company Rights Plan, (vii) 2,121,607 shares of Company Common Stock are reserved for issuance pursuant to the historical convertible indebtedness Confirmation of OTC Warrant Transaction, dated as of November 16, 2006, between the Company and other instrumentsXxxxxxx Xxxxx International (the “November 16 Warrant”) and (viii) 1,366,171 shares of Company Common Stock are reserved for issuance pursuant to the Confirmation of OTC Warrant Transaction, dated as of April 10, 2007, between the Company and Xxxxxxx Xxxxx International (the “April 10 Warrant”). (bc) Except as described in this Section 3.02, as of the close of business on September 30, 2016, there were (i) no All outstanding shares of capital stock ofstock, voting securities or other equity or voting interests inof the Company (collectively, Xerox“Company Securities”) are, and all shares which may be issued prior to the Effective Time will be, when issued in accordance with the terms thereof, duly authorized, validly issued and fully paid, non-assessable and free of preemptive rights. (d) Except as disclosed in Section 3.6(d) of the Company Disclosure Letter, (iii) no outstanding securities of Xerox convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, Xerox, (iii) there are no outstanding options, warrants, rights calls or other rights, agreements, arrangements, undertakings or commitments or agreements to acquire from Xerox, or that of any kind which obligate Xerox to issue, any capital stock of, or other equity or voting interests (or voting debt) in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, Xerox other than obligations under Xerox Plans in the ordinary course of business, (iv) no obligations of Xerox to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests in, Xerox (the items in clauses (i), (ii), (iii) and (iv) being referred to collectively as “Xerox Securities”) and (v) no other obligations by Xerox Company or any of its Subsidiaries to make issue, deliver or sell, or cause to be issued, delivered or sold, any payments based on Company Securities or any securities or other equity interests in or obligations of, the Company or any of its Subsidiaries convertible into, exchangeable or exercisable for any Company Securities; (ii) there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities; (iii) there are no other options, calls, warrants or other rights, agreements, arrangements or commitments relating to the Company Securities to which the Company or any of its Subsidiaries is a party; (iv) there is no indebtedness having general voting rights (or convertible into securities having such rights) of the Company or any of its Subsidiaries issued and outstanding; and (v) there are no outstanding or authorized stock appreciation rights, phantom stock awards or other rights that are linked in any way to the price of the Company Common Stock or the value of the Company or any Xerox Securitiespart thereof. (ce) As All outstanding Options are evidenced by stock option agreements or other award agreements in the form previously provided to Parent. Except for Options granted under the Company Stock Plans, neither the Company nor any of as its Subsidiaries has any outstanding obligations to provide any equity or equity-based compensation (whether payable in securities, cash or other property) to any Person. All Options and Director Common Stock Elections have been granted under the Company Stock Plans. The per share exercise price of each Option is equal to or greater than the fair market value of the close underlying Company Common Stock determined as prescribed by the applicable Company Stock Plan on the effective date of business on September 30, 2016, the principal amount corporate action effectuating the grant of outstanding indebtedness such Option and no such Option provides for borrowed money a “deferral of Xerox and its Subsidiaries (not including intercompany indebtedness or operating leases) was approximately $7,400 million inclusive compensation” within the meaning of net unamortized discounts and fair value adjustments, which do not exceed $25 million in the aggregateTreasury Regulation Section 1.409A-1(b)(5)(i)(A).

Capitalization; Indebtedness. (a) The authorized capital stock of Xerox BHI consists of 1,750,000,000 (i) 750,000,000 shares of Xerox BHI Common Stock, 600,000 Stock and (ii) 15,000,000 shares of Class B Stockpreferred stock, par value $1.00 per share, and 22,043,067 shares of Cumulative share (the “BHI Preferred Stock, par value $1.00 per share, of which 300,000 shares of Xerox Series A Preferred Stock are authorized and 180,000 shares of Xerox Series B Preferred Stock will be authorized as of the Closing. ”). (b) As of the close of business on September 30, 2016, (i) 1,013,776,524 422,753,256 shares of Xerox BHI Common Stock were outstanding, of which 63,594 were shares of BHI Restricted Stock, and (ii) 477,625 shares of BHI Common Stock were held by BHI in treasury. As of the date of this Agreement, there are no shares of BHI Preferred Stock issued and outstanding or held in treasury. As of September 30, 2016, (i) 16,427,074 shares of BHI Common Stock are reserved for issuance in respect of future grants under the BHI Stock Plans and no Xerox Restricted Shares were issued and outstanding), (ii) 101,171,373 3,424,745 shares of Xerox BHI Common Stock were are reserved and available for issuance pursuant in respect of the ESPP. Since September 30, 2016 through the date of this Agreement, BHI has not declared or paid any dividend, or declared or made any distribution on, or authorized the creation of, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock (other than in connection with BHI’s previously announced share repurchase program). BHI has not heretofore agreed to the Xerox Stock Planstake any such action, (iii) 34,678,712 and there are no outstanding contractual obligations of BHI of any kind to redeem, purchase or otherwise acquire any outstanding shares of Xerox Common Stock were subject to outstanding awards under the Xerox Stock Plans, (iv) 300,000 shares capital stock of Xerox Series A Preferred Stock were issued and outstanding, (v) 26,966,280 shares BHI. As of Xerox Common Stock were reserved and available for issuance upon conversion of the Xerox Series A Preferred Stock and (vi) approximately 835,000 shares of Xerox Common Stock were reserved and available for issuance pursuant to the historical convertible indebtedness and other instruments. (b) Except as described in this Section 3.02, as of the close of business on September 30, 2016, there were outstanding BHI Options to purchase an aggregate of 7,820,642 shares of BHI Common Stock and 4,435,459 shares of BHI Common Stock subject to BHI Restricted Stock Units and BHI Performance Units. Since September 30, 2016 through the date of this Agreement (i) no shares of BHI Common Stock have been issued, except pursuant to BHI Options, BHI Performance Unit awards or BHI Restricted Stock Units granted under the BHI Stock Plans, in each case outstanding on September 30, 2016, and (ii) no BHI Incentive Awards have been granted under the BHI Stock Plans. There are no outstanding bonds, debentures, notes or other indebtedness or warrants or other securities of BHI having the right to vote (or, other than any outstanding options to purchase BHI Common Stock, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of BHI may vote. (c) All issued and outstanding shares of BHI’s capital stock are, and all shares that may be issued or granted pursuant to the exercise of BHI Options or options granted under the ESPP, or pursuant to the vesting of BHI Restricted Stock Unit awards, BHI Performance Unit awards or BHI Restricted Stock awards granted under the BHI Stock Plans, will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights. The issuance and sale of all of the shares of capital stock ofdescribed in this Section 4.02 have been in material compliance with United States federal and state securities Laws. Neither BHI nor any of the BHI Subsidiaries has agreed to register any securities under the Securities Act, or other equity under any state securities Law or voting interests ingranted registration rights to any individual or entity. (d) Except for the BHI Options, Xeroxoptions granted under the ESPP, (ii) BHI Restricted Stock Unit awards, BHI Restricted Stock awards and BHI Performance Unit awards granted under the BHI Stock Plans, as of the date of this Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls or other rights, convertible securities or agreements obligating BHI or any of Xerox convertible into its Subsidiaries to issue, transfer or exchangeable for sell any shares of capital stock of, or other equity or voting interests in, Xerox, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from Xerox, or that obligate Xerox to issue, any capital stock of, or other equity or voting interests (or voting debt) in, interest in BHI or any of the BHI Subsidiaries or securities convertible into or exchangeable for such shares or other equity interest, (ii) contractual obligations of BHI or any of the BHI Subsidiaries to repurchase, redeem or otherwise acquire any capital stock ofof BHI or any of the BHI Subsidiaries or any such securities or agreements listed in clause (i) of this sentence, or (iii) voting trusts or similar agreements to which BHI or any of the BHI Subsidiaries is a party with respect to the voting of the capital stock of BHI or any of the BHI Subsidiaries. Immediately after the consummation of the Merger, except as contemplated by Section 2.04, there will not be any outstanding subscriptions, options, warrants, calls, preemptive rights, subscriptions, or other equity or voting interests in, Xerox other than obligations under Xerox Plans in the ordinary course of business, (iv) no obligations of Xerox to grant, extend or enter into any subscription, warrant, rightrights, convertible or exchangeable security agreements, obligating BHI or other similar agreement any of the BHI Subsidiaries calling for the purchase or commitment relating to issuance of any shares of the capital stock of, or other equity or voting interests in, Xerox (the items interest in clauses (i), (ii), (iii) and (iv) being referred to collectively as “Xerox Securities”) and (v) no other obligations by Xerox BHI or any of its the BHI Subsidiaries to make any payments based on the price or value of any Xerox Securitiessecurities convertible into or exchangeable for such shares or other such securities. (ce) As of as All of the close issued and outstanding shares of Newco’s and Merger Sub’s capital stock are, and at the Closing will be, owned by BHI and Newco, respectively. Newco and Merger Sub have not conducted any business on September 30prior to the date of this Agreement and have no, 2016and prior to the Closing will have no, assets, liabilities or obligations of any nature other than those incident to their incorporation and pursuant to this Agreement and the principal amount of outstanding indebtedness for borrowed money of Xerox and its Subsidiaries (not including intercompany indebtedness or operating leases) was approximately $7,400 million inclusive of net unamortized discounts and fair value adjustments, which do not exceed $25 million in the aggregatetransactions contemplated hereby.

Capitalization; Indebtedness. (a) The authorized capital stock of Xerox BHI consists of 1,750,000,000 (i) 750,000,000 shares of Xerox BHI Common Stock, 600,000 Stock and (ii) 15,000,000 shares of Class B Stockpreferred stock, par value $1.00 per share, and 22,043,067 shares of Cumulative share (the “BHI Preferred Stock, par value $1.00 per share, of which 300,000 shares of Xerox Series A Preferred Stock are authorized and 180,000 shares of Xerox Series B Preferred Stock will be authorized as of the Closing. ”). (b) As of the close of business on September 30, 2016, (i) 1,013,776,524 422,753,256 shares of Xerox BHI Common Stock were outstanding, of which 63,594 were shares of BHI Restricted Stock, and (ii) 477,625 shares of BHI Common Stock were held by BHI in treasury. As of the date of this Agreement, there are no shares of BHI Preferred Stock issued and outstanding or held in treasury. As of September 30, 2016, (i) 16,427,074 shares of BHI Common Stock are reserved for issuance in respect of future grants under the BHI Stock Plans and no Xerox Restricted Shares were issued and outstanding), (ii) 101,171,373 3,424,745 shares of Xerox BHI Common Stock were are reserved and available for issuance pursuant in respect of the ESPP. Since September 30, 2016 through the date of this Agreement, BHI has not declared or paid any dividend, or declared or made any distribution on, or authorized the creation of, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock (other than in connection with BHI’s previously announced share repurchase program). BHI has not heretofore agreed to the Xerox Stock Planstake any such action, (iii) 34,678,712 and there are no outstanding contractual obligations of BHI of any kind to redeem, purchase or otherwise acquire any outstanding shares of Xerox Common Stock were subject to outstanding awards under the Xerox Stock Plans, (iv) 300,000 shares capital stock of Xerox Series A Preferred Stock were issued and outstanding, (v) 26,966,280 shares BHI. As of Xerox Common Stock were reserved and available for issuance upon conversion of the Xerox Series A Preferred Stock and (vi) approximately 835,000 shares of Xerox Common Stock were reserved and available for issuance pursuant to the historical convertible indebtedness and other instruments. (b) Except as described in this Section 3.02, as of the close of business on September 30, 2016, there were outstanding BHI Options to purchase an aggregate of 7,820,642 shares of BHI Common Stock and 4,435,459 shares of BHI Common Stock subject to BHI Restricted Stock Units and BHI Performance Units. Since September 30, 2016 through the date of this Agreement (i) no shares of BHI Common Stock have been issued, except pursuant to BHI Options, BHI Performance Unit awards or BHI Restricted Stock Units granted under the BHI Stock Plans, in each case outstanding on September 30, 2016, and (ii) no BHI Incentive Awards have been granted under the BHI Stock Plans. There are no outstanding bonds, debentures, notes or other indebtedness or warrants or other securities of BHI having the right to vote (or, other than any outstanding options to purchase BHI Common Stock, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of BHI may vote. (c) All issued and outstanding shares of BHI’s capital stock are, and all shares that may be issued or granted pursuant to the exercise of BHI Options or options granted under the ESPP, or pursuant to the vesting of BHI Restricted Stock Unit awards, BHI Performance Unit awards or BHI Restricted Stock awards granted under the BHI Stock Plans, will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights. The issuance and sale of all of the shares of capital stock ofdescribed in this ‎Section 4.02 have been in material compliance with United States federal and state securities Laws. Neither BHI nor any of the BHI Subsidiaries has agreed to register any securities under the Securities Act, or other equity under any state securities Law or voting interests ingranted registration rights to any individual or entity. (d) Except for the BHI Options, Xeroxoptions granted under the ESPP, (ii) BHI Restricted Stock Unit awards, BHI Restricted Stock awards and BHI Performance Unit awards granted under the BHI Stock Plans, as of the date of this Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls or other rights, convertible securities or agreements obligating BHI or any of Xerox convertible into its Subsidiaries to issue, transfer or exchangeable for sell any shares of capital stock of, or other equity or voting interests in, Xerox, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from Xerox, or that obligate Xerox to issue, any capital stock of, or other equity or voting interests (or voting debt) in, interest in BHI or any of the BHI Subsidiaries or securities convertible into or exchangeable for such shares or other equity interest, (ii) contractual obligations of BHI or any of the BHI Subsidiaries to repurchase, redeem or otherwise acquire any capital stock ofof BHI or any of the BHI Subsidiaries or any such securities or agreements listed in clause (i) of this sentence, or (iii) voting trusts or similar agreements to which BHI or any of the BHI Subsidiaries is a party with respect to the voting of the capital stock of BHI or any of the BHI Subsidiaries. Immediately after the consummation of the Transactions, except as contemplated by ‎Section 2.04, there will not be any outstanding subscriptions, options, warrants, calls, preemptive rights, subscriptions, or other equity or voting interests in, Xerox other than obligations under Xerox Plans in the ordinary course of business, (iv) no obligations of Xerox to grant, extend or enter into any subscription, warrant, rightrights, convertible or exchangeable security agreements, obligating BHI or other similar agreement any of the BHI Subsidiaries calling for the purchase or commitment relating to issuance of any shares of the capital stock of, or other equity or voting interests in, Xerox (the items interest in clauses (i), (ii), (iii) and (iv) being referred to collectively as “Xerox Securities”) and (v) no other obligations by Xerox BHI or any of its the BHI Subsidiaries to make any payments based on the price or value of any Xerox Securitiessecurities convertible into or exchangeable for such shares or other such securities. (ce) As of as All of the close issued and outstanding shares of Newco’s and Merger Sub’s capital stock are, and at the Closing will be, owned by BHI and Newco, respectively. Newco and Merger Sub have not conducted any business on September 30prior to the date of this Agreement and have no, 2016and prior to the Closing will have no, assets, liabilities or obligations of any nature other than those incident to their incorporation and pursuant to this Agreement and the principal amount of outstanding indebtedness for borrowed money of Xerox and its Subsidiaries (not including intercompany indebtedness or operating leases) was approximately $7,400 million inclusive of net unamortized discounts and fair value adjustments, which do not exceed $25 million in the aggregatetransactions contemplated hereby.