Common use of Capitalization of Splitco Clause in Contracts

Capitalization of Splitco. (a) As of the Closing, the authorized capital stock of Splitco and the number of shares of such capital stock issued and outstanding is as set forth in Schedule 4.7(a). SES shall, immediately prior to the Closing, own all of the issued and outstanding shares of Splitco beneficially and of record, free and clear of any Encumbrances. There will, as of the Closing, be no shares of capital stock of Splitco issued or outstanding other than the Splitco Shares. As of the Closing, SES shall have the sole, absolute and unrestricted right, power and capacity to assign and transfer all of the Splitco Shares to the GE Entities. Upon delivery to the GE Entities of the certificates representing the Splitco Shares at the Closing, the GE Entities will acquire good and valid title to such shares, free and clear of any Encumbrances other than Encumbrances created by the GE Entities or any of their respective Subsidiaries.