Common use of Capitalization of Company and Title to Shares Clause in Contracts

Capitalization of Company and Title to Shares. (a) The authorized capitalization of the Company consists of 1,000 shares of Common Stock, par value $0.01 per share, of which the Shares are the only issued and outstanding securities. The Shares have been duly and validly authorized and issued, are fully paid and non-assessable and are subject to no preemptive rights. There are not outstanding: (i) any options, warrants or other rights to purchase any capital stock of the Company; (ii) any securities convertible into or exchangeable for shares of capital stock of the Company; or (iii) any other commitments of any kind to which the Company is party, or by which the Company is bound, for the issuance of any additional securities. (b) Seller has good and valid title to the Shares, free and clear of any lien, claim, charge, encumbrance, mortgage, pledge or security interest of any kind (“Lien”) and free and clear of any covenant, condition, restriction, right of first refusal, voting trust arrangement or adverse claim of any kind. (c) Other than as set forth on Schedule 4.02(c), the Company does not have any subsidiaries and does not own any equity interest in any other entity. None of the subsidiaries set forth on Schedule 4.02(c) has any employees or material assets. The Company has good and valid title to the shares of the respective subsidiaries, free and clear of any Liens and free and clear of any covenant, condition, restriction, right of first refusal, voting trust arrangement, adverse claims or rights relating to such subsidiary. There are not outstanding: (i) any options, warrants or other rights to purchase any capital stock of any subsidiary; (ii) any securities convertible into or exchangeable for shares of capital stock of any subsidiary; or (iii) any other commitments of any kind to which any subsidiary is a party, or by which it is bound, for the issuance of any additional securities.

Capitalization of Company and Title to Shares. (a) The authorized capitalization of the Company PBMM consists of (a) 1,000 shares of Common Stock, par value $0.01 per share (“Common Stock”) and (b) 44,261 shares of Preferred Stock, par value $0.01 per share, of which the Shares are . The Common Stock is the only issued and outstanding securitiessecurities of PBMM. The Shares have been duly and validly authorized and issued, are fully paid and non-assessable and are subject to no preemptive rights. There are not no outstanding: (i) any options, warrants or other rights to purchase any capital stock of the CompanyPBMM; (ii) any securities convertible into or exchangeable for shares of capital stock of the CompanyPBMM; or (iii) any other commitments of any kind to which the Company PBMM is a party, or by which the Company PBMM is bound, for the issuance of any additional such securities. (b) Seller has good and valid title to the Shares, free and clear of any lien, claim, charge, encumbrance, mortgage, pledge or security interest of any kind (“Lien”) and free and clear of any covenant, condition, restriction, right of first refusal, voting trust arrangement or adverse claim of any kind. (c) The authorized and issued capital stock and jurisdiction of incorporation of each of the Subsidiaries is described on Schedule 4.02(c). Other than as set forth on Schedule 4.02(c), the Company PBMM does not have any subsidiaries and Subsidiaries, does not own any equity interest in any other entityentity and is not obligated to provide any funds or make any investment in any Subsidiary or any other Person. None of the subsidiaries set forth on Schedule 4.02(c) has any employees or material assets. The Company PBMM has good and valid title to all of the shares of the respective subsidiariescapital stock of its Subsidiaries, free and clear of any Liens and free and clear of any covenant, condition, restriction, right of first refusal, voting trust arrangementarrangement or adverse claim of any kind. All of the issued and outstanding capital stock of the Subsidiaries have been duly and validly authorized and issued, adverse claims or rights relating are fully paid and non-assessable and are subject to such subsidiaryno preemptive rights. There are not no outstanding: : (i) any options, warrants or other rights to purchase any capital stock of any subsidiarySubsidiary; (ii) any securities convertible into or exchangeable for shares of capital stock of any subsidiarySubsidiary; or (iii) any other commitments of any kind to which any subsidiary Subsidiary is a party, or by which it any Subsidiary is bound, for the issuance of any additional such securities.