Common use of Capitalization of Company Clause in Contracts

Capitalization of Company. As of the date of this Agreement, and as of the Closing Date, all of the issued and outstanding Common Stock or other securities of Company will have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the state of its incorporation. There are no agreements purporting to restrict the transfer of the Common Stock, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Common Stock. There are, and will not be at Closing, any equity securities issued or issuable or other securities which can be converted into any class of equity securities of Company.

Capitalization of Company. As of the date of this Agreement, and as of the Closing Date, all of the issued and outstanding Common Stock Membership Interests or other securities of Company will have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the state of its incorporation. There are no agreements purporting to restrict the transfer of the Common StockMembership Interests, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Common StockMembership Interests. There Except as set forth on Schedule 1, there are, and will not be at Closing, any equity securities issued or issuable or other securities which can be converted into any class of equity securities of Company.

Capitalization of Company. As of the date of this Agreement, and as of the Closing Date, all of the issued and outstanding Common Stock Membership Interest or other securities of Company will have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the state of its incorporation. There are no agreements purporting to restrict the transfer of the Common StockMembership Interests, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Common StockMembership Interests. There Except as set forth on Schedule 1, there are, and will not be at Closing, any equity securities issued or issuable or other securities which can be converted into any class of equity securities of Company.

Capitalization of Company. As of the date of this Agreement, and as of the Closing Date, all of the issued and outstanding Series A Common Stock or other securities of Company will have been be duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the state of its incorporation. There are no agreements purporting to restrict the transfer of the Common Stock, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Common Stock. There Except as set forth on Schedule 1, there are, and will not be at Closing, any equity securities issued or issuable or other securities which can be converted into any class of equity securities of Company.