Common use of Capitalization of Subsidiaries Clause in Contracts

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the outstanding shares of capital stock or other Equity Securities of the Company Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all of the outstanding Equity Securities of each Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising under applicable securities Laws or the governing documents of the Company Subsidiaries) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.07, neither the Company nor any of its Subsidiaries owns any Equity Securities in any Person.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of share capital stock or other Equity Securities of each of the Company Company’s Subsidiaries (i) have been duly authorized and validly issued and are allotted, are, to the extent applicable, fully paid and non-assessable. ; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound. (b) Except as set forth on Schedule 4.07(a), all in Section 5.2 and Section 5.7 of the Company Disclosure Letter, the Company owns of record and beneficially all the issued and outstanding Equity Securities of each Company Subsidiary are solely owned by the Company, directly or indirectly, such Subsidiaries free and clear of any Liens (other than Liens arising under applicable securities Laws or the governing documents of the Company Subsidiaries) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstandingLiens. (bc) There are no outstanding or authorized subscriptions, options, promises warrants, rights or other securities (including debt securities) exercisable or exchangeable for any Equity Securities of equitysuch Subsidiaries, equity appreciation any other commitments, calls, conversion rights, phantom equityrights of exchange or privilege (whether pre-emptive, profit participation contractual or similar compensatory equity by matter of Law), plans or equity-linked awards with respect to other agreements of any character providing for the Equity Securities ofissuance of additional shares, the sale of treasury shares or other equity interests, or voting interest in, any Company Subsidiary. No Person for the repurchase or redemption of shares or other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no outstanding contractual obligations voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company Subsidiary to repurchaseissue, purchase, register for sale, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.07, neither the Company nor any of its Subsidiaries owns any Equity Securities in any PersonSecurities.

Capitalization of Subsidiaries. (a) Except The authorized and outstanding Equity Interests and Second Tier Equity Interests of each of the Subsidiaries, as the case may be, are set forth on Schedule 4.07(a), the outstanding shares of capital stock or other Equity Securities in Section 3.1(h) of the Company Subsidiaries have been Disclosure Schedule. All of the Equity Interests and Second Tier Equity Interests are duly authorized and authorized, validly issued and are outstanding, fully paid and non-assessablenonassessable, and were issued free of preemptive rights in compliance with applicable limited liability company, limited partnership and securities laws. Except as set forth on Schedule 4.07(a)There are no outstanding subscriptions, options, convertible securities, warrants, calls or rights of any kind (issued or granted by, or binding upon Sellers or any of the Subsidiaries) to purchase or otherwise acquire any security of or equity interest in any of the Subsidiaries or obligating any of the Subsidiaries to issue, sell or otherwise cause to become outstanding any Equity Securities. There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary. The Equity Interests constitute all of the outstanding Equity Securities in the First Tier Subsidiaries and are owned of each Company Subsidiary are record and beneficially solely owned by the Company, directly or indirectlyOFS ES, free and clear of any Liens (all Encumbrances, other than Permitted Inchoate Tax Liens arising under applicable securities Laws or the governing documents and, as of the Company Subsidiaries) date hereof, Permitted Encumbrances. At the Closing, OFS ES will have full legal right to sell, assign and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for transfer the Equity Securities owned by Interests to Key and will, upon the Company or any wholly-owned Subsidiary assignment and/or delivery of the CompanyEquity Interests to Key pursuant to the terms of this Agreement, there are no Equity Securities of any Company Subsidiary issued or outstanding. (b) There are no outstanding or authorized optionstransfer to Key good, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect valid and indefeasible title to the Equity Securities of, or other equity or voting interest in, any Company Subsidiary. No Person other than the Company Interests free and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities clear of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interestsall Encumbrances except Permitted Inchoate Tax Liens. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.07, neither the Company nor any of its Subsidiaries owns any Equity Securities in any Person.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of the Company each of PGHL’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessablenonassessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities ownership interests in each Subsidiary of each Company Subsidiary PGHL are solely owned by the CompanyPGHL, directly or indirectly, free and clear of any Liens (other than Liens arising the restrictions under applicable securities Securities Laws and Liens securing obligations under any PGHL Financing Agreement) and free of any other limitation or restriction (including any restriction on the governing documents right to vote, sell or otherwise dispose of the Company Subsidiariessuch ownership interests) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual (a) securities of PGHL or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of PGHL, (b) obligations, options, warrants or other rights, commitments or arrangements to acquire from PGHL or any of its Subsidiaries, or other obligations or commitments of PGHL or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Subsidiary of PGHL or (c) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of PGHL (the items in clauses (a)-(c), in addition to all ownership interests of PGHL’s Subsidiaries, being referred to collectively as the “PGHL Subsidiary Securities”). There are no (i) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of PGHL is a party or by which any Subsidiary of PGHL is bound with respect to the voting or transfer of any Company Subsidiary shares of capital stock of such Subsidiary, or (ii) obligations or commitments of PGHL or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Equity of PGHL Subsidiary Securities or make payments in respect of any Company Subsidiary. There are no outstanding bondssuch shares, debentures, notes or other indebtedness of any Company Subsidiary having including based on the right to vote (or convertible intovalue thereof, or exchangeable forto make any investment (in the form of a loan, securities having the right to votecapital contribution or otherwise) on in any matter for which such Company Subsidiaries’ equityholders may voteother Person. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned the PGHL Subsidiary of the Company or as set forth on Schedule 4.07Securities, neither the Company PGHL nor any of its Subsidiaries owns any Equity Securities equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. No shares of capital stock are held in treasury by any Subsidiary of PGHL.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares equity interests of capital stock or other Equity Securities each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessablenonassessable. Except Other than as set forth on Schedule 4.07(a)3.7, the Company or one or more of its wholly-owned Subsidiaries own of record and beneficially all the issued and outstanding equity interests of such Subsidiaries free and clear of any Liens, and no such equity interests are subject to, or was issued in violation of, any Contract, the Securities Act or other applicable Law or the applicable Subsidiary’s constating documents. No Person has a warrant, purchase option, call option, other purchase right, right of first refusal, preemptive right, voting right, subscription right or any similar right in respect of equity interest in any Subsidiary, whether or not issued and outstanding. No Subsidiary of the Company has granted or authorized any outstanding Equity Securities options, warrants, rights or other securities exercisable or exchangeable for any equity interests of each such Subsidiaries, any other commitments or agreements providing for the issuance of additional equity interests, the sale of treasury shares, or the repurchase or redemption of such Subsidiaries’ equity interests or any agreements of any kind which may obligate any Subsidiary of the Company Subsidiary are solely to issue, purchase, register for sale, dispose, redeem or otherwise acquire or transfer any of its equity interests, and there is no agreement of arrangement not yet fully performed which would result in the creation of any of the foregoing. Except for its interests in its wholly-owned by Subsidiaries and except for the Companyequity interests set forth in Schedule 3.7, the Company does not own, directly or indirectly, free and clear of any Liens (capital stock, membership interest, partnership interest, joint venture interest or other than Liens arising under applicable securities Laws or the governing documents of the Company Subsidiaries) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to interest, or other ownership interests in any Person. No claim has been made asserting that any Person is the Equity Securities holder or beneficial owner of, or other equity or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having has the right to vote (or convertible intoacquire beneficial ownership of any securities of, or exchangeable forany other voting, securities having the right to vote) on equity or ownership interest in any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.07, neither the Company nor any of its Subsidiaries owns any Equity Securities in any PersonCompany.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The issued and outstanding shares of capital stock or other Equity Securities of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except All of the issued and outstanding Equity Securities of each Subsidiary of the Company are owned as set forth on Schedule 4.07(a), all of the outstanding Equity Securities of each Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising under applicable securities Laws or the governing documents of the Company SubsidiariesPermitted Liens) and have not been issued in violation of preemptive (i) the Organizational Documents of the applicable Subsidiary, (ii) any preemptive, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights by which such Company Subsidiary is bound. Except for Equity or (iii) applicable Law, including applicable Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstandingLaws. (b) There are no outstanding Equity Securities or authorized options, promises of equity, equity appreciation rightsappreciation, phantom equitystock, profit participation or similar compensatory equity or equity-linked awards rights with respect to the Equity Securities of, or other equity or voting interest in, any Company SubsidiarySubsidiary of the Company. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company. There are no warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that require any Subsidiary of the Company Subsidiaryto issue, sell or otherwise cause to become outstanding or to acquire, any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Subsidiaries of the Company. There are no outstanding contractual obligations of any Subsidiary of the Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company SubsidiarySubsidiary of Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders the shareholders of the Company’s Subsidiaries may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.074.07(c), as of the date of this Agreement, neither the Company nor any of its Subsidiaries owns any Equity Securities in any Person, other than shares publicly traded on a stock exchange held for cash management purposes.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The issued and outstanding shares of capital stock or other Equity Securities of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except All of the issued and outstanding Equity Securities of each Subsidiary of the Company are owned as set forth on Schedule 4.07(a‎4.07(a), all of the outstanding Equity Securities of each Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising under applicable securities Laws or the governing documents of the Company SubsidiariesPermitted Liens) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstandingrights. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rightsappreciation, phantom equitystock, profit participation or similar compensatory equity or equity-linked awards rights with respect to the Equity Securities of, or other equity or voting interest in, any Company SubsidiarySubsidiary of the Company. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company SubsidiarySubsidiary of the Company. There are no outstanding contractual obligations of any Subsidiary of the Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company SubsidiarySubsidiary of Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders the shareholders of the Company’s Subsidiaries may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.074.07(c), as of the date of this Agreement, neither the Company nor any of its Subsidiaries owns any Equity Securities in any Person, other than shares publicly traded on a stock exchange held for cash management purposes.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), ) sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or other Equity Securities equity interests of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities in each Subsidiary of each the Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising Permitted Liens) and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interest other than transfer restrictions under applicable securities Laws or the governing documents of the Company SubsidiariesSecurities Laws) and have not been issued in violation or without waiver of preemptive or similar rights by which such Company Subsidiary is boundrights. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Subsidiary of the Company Subsidiary authorized, reserved, issued or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rightsappreciation, phantom equitystock, profit participation or similar compensatory equity or equity-linked awards rights with respect to the Equity Securities of, or other equity or voting interest in, any Company SubsidiarySubsidiary of the Company. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company SubsidiarySubsidiary of the Company. There are no outstanding contractual obligations of any Subsidiary of the Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company SubsidiarySubsidiary of Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders stockholders may vote. No Subsidiary of the Company Subsidiary is a party to any stockholders shareholders agreement, voting agreement, proxies or proxies, registration rights agreement or other agreements or understandings relating to its equity interests. (c) Except as set forth on Schedule 4.07(c) and for Equity Securities of in any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.07Company, neither the Company nor any of its Subsidiaries owns any Equity Securities in any Person. No shares of capital stock are held in treasury by any Subsidiary of the Company.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The issued and outstanding shares of capital stock or other Equity Securities of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except All of the issued and outstanding Equity Securities of each Subsidiary of the Company are owned as set forth on Schedule 4.07(a), all 4.02 of the outstanding Equity Securities of each Company Subsidiary are solely owned by the Company, directly or indirectlyDisclosure Schedules, free and clear of any Liens (other than Liens arising the restrictions under applicable securities Laws or Securities Laws, the governing documents terms of the Company Subsidiaries) Organizational Documents of such Subsidiary, and Permitted Liens), and have not been issued in violation of preemptive (i) the Organizational Documents of the applicable Subsidiary, (ii) any preemptive, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights by which such Company Subsidiary is bound. Except for Equity or (iii) applicable Law, including applicable Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstandingLaws. (b) There Except as set forth on Schedule 4.02 of the Company Disclosure Schedules, as of the date of this Agreement, there are no issued and outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities ofof any Subsidiary of the Company. Except as set forth in the Transaction Agreements, or other equity or voting interest in, any Company Subsidiary. No Person other than the Organizational Documents of the respective Subsidiary of the Company and its wholly-owned Subsidiaries the Affiliate Agreements listed on Schedule 4.22 of the Company Disclosure Schedules, (i) no Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There Subsidiary of the Company, (ii) there are no outstanding contractual obligations warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts, in each case, that require any Subsidiary of the Company Subsidiary to repurchaseissue, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities of any Company Subsidiary. There Securities, and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders stockholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.07, neither the Company nor any of its Subsidiaries owns any Equity Securities in any Person.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities of the Company Company’s Subsidiaries have been duly authorized and validly issued and are are, if applicable, fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all of the The outstanding Equity Securities capital stock of each Company Subsidiary that are solely owned by the Company, directly or indirectly, are owned free and clear of any Liens (other than Liens arising under applicable securities Securities Laws or the governing documents of the applicable Company SubsidiariesSubsidiary or any Permitted Liens) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstandingrights. (b) There Except as set forth on Schedule 4.02, as of the date hereof, there are no outstanding or authorized options, promises capital stock of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities capital stock of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities capital stock of any Company Subsidiary, except as set forth in the Organizational Documents of the applicable Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders shareholders or members, as applicable, may vote. No Except as set forth in the Organizational Documents of the applicable Company Subsidiary or as set forth on Schedule 4.07(b), no Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or proxies, registration rights agreement or other agreements or understandings relating to its equity interestscapital stock. (c) Except for Equity Securities capital stock of any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.074.07(c), neither as of the date hereof, none of the Company nor any of its the Company Subsidiaries owns any Equity Securities in capital stock of any Person. As of the date hereof, no shares of capital stock are held in treasury by any Company Subsidiary.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all of the The outstanding Equity Securities of in each Company Subsidiary that are solely owned by the Company, directly or indirectly, are owned free and clear of any Liens (other than Liens arising under applicable securities Laws or the governing documents Organizational Documents of the applicable Company SubsidiariesSubsidiary or any Permitted Liens) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstandingrights. (b) There Except as set forth on Schedule 4.02, as of the date hereof, there are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, in any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary, except as set forth in the Organizational Documents of the applicable Company Subsidiary. There Except as set forth on Schedule 4.07(b), there are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders stockholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or proxies, registration rights agreement or other agreements or understandings relating to its equity interestsEquity Securities. (c) Except for Equity Securities of in any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.074.07(c), neither as of the date hereof, none of the Company nor any of its Subsidiaries owns any Equity Securities in any Person. As of the date hereof, no shares of capital stock are held in treasury by any Company Subsidiary.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities of in each Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Permitted Liens and Liens arising under applicable securities Laws or the governing documents of the Company Subsidiaries) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary authorized, reserved, issued or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders stockholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of in any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.07, neither none of the Company nor any of its Subsidiaries owns any Equity Securities in any Person.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of the such Company Party’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities in each of each such Company Subsidiary Party’s Subsidiaries are solely owned by the Companysuch Company Party, directly or indirectly, free and clear of any Liens (other than Liens arising securing obligations under applicable securities Laws or the governing documents Comerica Credit Facility in the case of the Company SubsidiariesIDX) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is boundrights. Except for Equity Securities owned by the such Company Party or any wholly-owned Subsidiary of the Companysuch Company Party, there are no Equity Securities of any of such Company Subsidiary Party’s Subsidiaries authorized, reserved, issued or outstandingoutstanding other than Equity Securities authorized under the organizational documents of such Company Party’s Subsidiaries. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, any of such Company SubsidiaryParty’s Subsidiaries. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any of such Company SubsidiaryParty’s Subsidiaries. There are no outstanding contractual obligations of any of such Company Subsidiary Party’s Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities of any such Company Party Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of any of such Company Subsidiary Party’s Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which any such Company Subsidiaries’ equityholders Party Subsidiary’s stockholders may vote. No None of such Company Subsidiary Party’s Subsidiaries is a party to any stockholders shareholders agreement, voting agreement, proxies or proxies, registration rights agreement or other agreements or understandings relating to its equity interests. (c) Except for Equity Securities of in any wholly-owned Subsidiary of the such Company Party or as set forth on Schedule 4.07, neither the such Company Party nor any of its Subsidiaries owns any Equity Securities in any Person. No shares of capital stock are held in treasury by any of such Company Party’s Subsidiaries.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of the each Company Subsidiaries Subsidiary have been duly authorized and validly issued and are fully paid and non-assessableassessable (where such concepts are applicable). Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities of in each Company Subsidiary are solely owned by the Companya Company Party, directly or indirectly, free and clear of any Liens (other than (i) as may be set forth on Schedule 4.07(a), (ii) for any restrictions on sales of securities under securities-related Laws and (iii) Permitted Liens arising under applicable securities Laws or the governing documents of the Company Subsidiaries) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is boundrights. Except for Equity Securities owned by the a Company Party or any wholly-owned Subsidiary of the Companya Company Party, there are no Equity Securities of any Company Subsidiary authorized, reserved, issued or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders shareholders agreement, voting agreement, proxies or proxies, registration rights agreement or other agreements or understandings relating to its equity interests. (c) Except for Equity Securities of in any wholly-owned Subsidiary of the a Company Party or as set forth on Schedule 4.07, neither the no Company Party nor any of its Subsidiaries owns any Equity Securities in any Person. No shares of capital stock are held in treasury by any Company Subsidiary.

Capitalization of Subsidiaries. (a) Except Section 4.7(a) of the Panavision Disclosure Letter sets forth, as set forth on Schedule 4.07(a)of the date of this Agreement, with respect to each Subsidiary of Panavision, the number of authorized shares of capital stock or equity interests of such Subsidiary, the number of issued and outstanding shares of capital stock or other Equity Securities equity interests of such Subsidiary, the record owners thereof and the number of shares of capital stock or equity interests of such Subsidiary owned by each such record owner. All of the Company Subsidiaries issued and outstanding shares of capital stock and equity interests of each Subsidiary of Panavision have been duly authorized and validly issued and issued, are fully paid and non-assessable. Except as set forth on Schedule 4.07(a)nonassessable, all were not issued in violation of any preemptive rights and, at the outstanding Equity Securities of each Company Subsidiary are solely owned by the CompanyClosing, directly or indirectly, will be free and clear of any all Liens (other than Liens arising under applicable securities Laws Laws, Liens of the type described in clause (h) of the definition of “Permitted Liens,” Liens arising under any of the Ancillary Agreements or those restrictions on transfer contained in the governing documents of the Company Subsidiaries) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned applicable Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstandingPanavision). (b) There Except as set forth in Section 4.7(b) of the Panavision Disclosure Letter or as may be issued, granted or entered into prior to the Closing in accordance with Section 8.1, there are no outstanding or authorized options, promises of equity, equity stock appreciation rights, phantom equitysubscriptions, profit participation warrants or similar compensatory equity or equity-linked awards rights (including any preemptive rights) with respect to the Equity Securities of, capital stock or equity interests of any Subsidiary of Panavision or other securities convertible into or exchangeable or exercisable for shares of capital stock or equity or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities interests of any Company Subsidiary. There Subsidiary of Panavision, and there are no outstanding contractual obligations Contracts to which any member of the Panavision Group is a party or bound of any Company kind (i) that may obligate any Subsidiary of Panavision to repurchaseissue, redeem purchase, redeem, sell, vote or otherwise acquire any Equity Securities capital stock or equity interests of such Subsidiary, (ii) relating to options, stock appreciation rights, subscriptions, warrants or rights (including any preemptive rights) with respect to capital stock or equity interests of any Company Subsidiary. There are no outstanding bonds, debentures, notes Subsidiary of Panavision or other indebtedness securities convertible into or exchangeable or exercisable for shares of capital stock or equity interests of any Company Subsidiary having of Panavision or (iii) the right value of which is determined by reference to vote (shares of capital stock or convertible into, or exchangeable for, securities having the right to vote) on equity interests of any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interestsof Panavision. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.07in Section 4.7(c) of the Panavision Disclosure Letter or as may be entered into prior to the Closing in accordance with Section 8.1, neither there are no stockholder agreements, investor rights agreements, registration rights agreements, voting agreements or trusts, proxies or other Contracts or understandings in effect with respect to the Company nor voting, ownership, acquisition or transfer of any shares of its capital stock or equity interests in Subsidiaries owns of Panavision (including Contracts relating to rights of first refusal, co-sale rights or drag-along rights). (d) Except for interests in their respective Subsidiaries or as may be permitted prior to the Closing in accordance with Section 8.1, no member of the Panavision Group owns, directly or indirectly, any Equity Securities interest or investment in the form of equity in, and no member of the Panavision Group is subject to any Personobligation or requirement to provide for or make any investment in, any Person (other than another member of the Panavision Group).

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of the Company Covalto’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities of each Company Subsidiary Covalto’s Subsidiaries are solely owned by the CompanyCovalto, directly or indirectly, free and clear of any Liens (other than Liens arising under applicable securities Laws or the governing documents of the Company SubsidiariesPermitted Liens) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is boundrights. Except for Equity Securities owned by the Company Covalto or any wholly-owned Subsidiary of the CompanyCovalto, there are no Equity Securities of any Company Covalto Subsidiary authorized, reserved, issued or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory any other equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, any Company Covalto Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Covalto Subsidiary. There are no outstanding contractual obligations of any Company Covalto Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Covalto Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of any Company Covalto Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders stockholders may vote. No Company Covalto Subsidiary is a party to any stockholders shareholders agreement, voting agreement, proxies or proxies, registration rights agreement or other agreements or understandings relating to its equity interests. (c) Except for Equity Securities of in any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.07Covalto, neither the Company Covalto nor any of its Subsidiaries owns any Equity Securities in any Person. No shares of capital stock are held in treasury by any Covalto Subsidiary.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of each of the Company System1 Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessablenonassessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities of ownership interests in each Company System1 Subsidiary are solely owned by the Companyowned, directly or indirectly, by S1 Holdco, free and clear of any Liens (other than Liens arising the restrictions under applicable securities Securities Laws and Permitted Liens and Liens securing obligations under any System1 Financing Agreement) and free of any other limitation or restriction (including any restriction on the governing documents right to vote, sell or otherwise dispose of the Company Subsidiariessuch ownership interests) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual (i) securities of S1 Holdco or any System1 Subsidiary convertible into or exchangeable for ownership interests in any System1 Subsidiary, (ii) obligations, options, warrants or other rights, commitments or arrangements to acquire from S1 Holdco or any System1 Subsidiary, or other obligations or commitments of S1 Holdco or any System1 Subsidiary to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any System1 Subsidiary or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar equity or equity-based securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any System1 Subsidiary (the items in clauses (i) - (iii), in addition to all ownership interests of the System1 Subsidiaries, being referred to collectively as the “System1 Subsidiary Securities”). There are no (i) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which S1 Holdco or any System1 Subsidiary is a party or by which S1 Holdco or any System1 Subsidiary is bound with respect to the voting or transfer of any Company shares of capital stock of any System1 Subsidiary, or (ii) obligations or commitments of S1 Holdco or any System1 Subsidiary to repurchase, redeem or otherwise acquire any Equity System1 Subsidiary Securities or make payments in respect of such securities, including based on the value thereof, or to make any Company Subsidiaryinvestment (in the form of a loan, capital contribution or otherwise) in any other Person. There are no outstanding bondsExcept for the System1 Subsidiary Securities, debenturesneither S1 Holdco nor any System1 Subsidiary owns any equity, notes ownership, profit, voting or other indebtedness of similar interest in or any Company Subsidiary having the right to vote (or interest convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may voteequity, profit, voting or similar interest in, any Person. No Company Subsidiary is a party to shares of capital stock are held in treasury by any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interestsSystem1 Subsidiary. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.07, neither the Company nor any of its Subsidiaries owns any Equity Securities in any Person.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of the Company Blade’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities of each Company Subsidiary in Blade’s Subsidiaries are solely owned by the CompanyBlade, directly or indirectly, free free, and clear of any Liens (other than Liens arising under those, if any, imposed by such Subsidiary’s Organizational Documents and pursuant to applicable securities Laws or the governing documents of the Company SubsidiariesSecurities Laws) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is boundrights. Except for Equity Securities owned by the Company Blade or any wholly-owned Subsidiary of the CompanyBlade, there are no Equity Securities of any Company Subsidiary Blade’s Subsidiaries authorized, reserved, issued or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, any Company SubsidiaryBlade’s Subsidiaries. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company SubsidiaryBlade’s Subsidiaries. There are no outstanding contractual obligations of any Company Subsidiary of Blade’s Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities of any Company such Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary such Blade’s Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders stockholders may vote. No Company Subsidiary of Blade is a party to any stockholders agreement, voting agreement, proxies or proxies, registration rights agreement or other agreements or understandings relating to its equity interests. (c) Except for Equity Securities of in any wholly-owned Subsidiary of the Company Blade or as set forth on Schedule 4.07, neither the Company Blade nor any of its Subsidiaries owns any Equity Securities in any Person. No shares of capital stock are held in treasury by any Subsidiary of Blade.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a)The issued share capital, the outstanding shares of capital stock or other Equity Securities equity interests of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessablenonassessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities ownership interests in each Subsidiary of each the Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising the restrictions under applicable securities Laws Securities Laws) and free of any other limitation or restriction (including any restriction on the governing documents right to vote, sell or otherwise dispose of the Company Subsidiariessuch ownership interests) and have not been issued in violation of preemptive or similar rights. As of the date hereof, there are (a) no subscriptions, calls, options, warrants, rights by which such Company Subsidiary is bound. Except (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Equity Securities owned by the Company or equity interests of any wholly-owned Subsidiary of the Company, there are no Equity Securities or any other Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue or sell any shares, stock, or other equity interests in or debt securities of, any Subsidiary issued or outstanding. of the Company and (b) There are no outstanding or authorized optionsequity equivalents, promises of equity, equity stock appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive stock ownership interests or similar rights in any Subsidiary of the Company (the items in clauses ‎(a) and ‎(b), in addition to subscribe for Equity Securities all ownership interests of any the Company’s Subsidiaries, being referred to collectively as the “Company SubsidiarySubsidiary Securities”). There As of the date hereof, there are no outstanding contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities securities or equity interests of any Subsidiary of the Company. Other than the Company Subsidiary. There Shareholder Agreements and the Company Voting and Support Agreements, the Company and its Subsidiaries are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a not party to any stockholders shareholders agreement, voting agreement, proxies or proxies, registration rights agreement or other similar agreements relating to its the equity interests. (c) Except for Equity Securities interests of any wholly-owned Subsidiary of the Company. Except for the Company or as set forth on Schedule 4.07Subsidiary Securities, neither the Company nor any of its Subsidiaries owns any Equity Securities equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. No treasury shares are held by any Subsidiary of the Company.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities in each Subsidiary of each the Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising under applicable securities Laws or the governing documents of the Company SubsidiariesSecurities Liens) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is boundrights. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Subsidiary of the Company Subsidiary authorized, reserved, issued or outstanding. (b) There are no outstanding or authorized options, promises of equityrestricted stock units, equity appreciation rightsappreciation, phantom equitystock, profit participation or similar compensatory participation, equity or equity-linked awards based rights, or similar rights with respect to the Equity Securities of, or other equity or voting interest in, any Company SubsidiarySubsidiary of the Company. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company SubsidiarySubsidiary of the Company. There are no outstanding contractual obligations of any Subsidiary of the Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company SubsidiarySubsidiary of Company. There Except as set forth on Schedule 4.07(b), there are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders stockholders may vote. No Subsidiary of the Company Subsidiary is a party to any stockholders shareholders agreement, voting agreement, proxies or proxies, registration rights agreement or other agreements or understandings relating to its equity interests. (c) Except for Equity Securities of in any wholly-wholly owned Subsidiary of the Company, no Company or as set forth on Schedule 4.07, neither the Company nor any of its Subsidiaries Group Member owns any Equity Securities in any Person. No shares of capital stock are held in treasury by any Subsidiary of the Company.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock limited liability interests or other Equity Securities equity interests of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessableand, as applicable, nonassessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities ownership interests in each Subsidiary of each the Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising the restrictions under applicable securities Securities Laws and Permitted Liens) and free of any other limitation or restriction (including any restriction on the governing documents right to vote, sell or otherwise dispose of the Company Subsidiariessuch ownership interests) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is boundrights. Except for Equity Securities owned by There are no outstanding (a) securities of the Company or any wholly-owned of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstanding. (b) obligations, options, warrants or other rights (including preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Subsidiary of the Company, or (c) restricted units, limited liability company interests appreciation rights, performance units, contingent value rights, “phantom” units or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (a)-(c), in addition to all ownership interests of the Company’s Subsidiaries, being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding (i) voting trusts, proxies, equityholders agreements or authorized options, promises other similar agreements or understandings to which any Subsidiary of equity, equity appreciation rights, phantom equity, profit participation the Company is a party or similar compensatory equity or equity-linked awards by which any Subsidiary of the Company is bound with respect to the Equity Securities ofvoting or transfer of any units of limited liability company interests of such Subsidiary, or other equity (ii) obligations or voting interest in, any Company Subsidiary. No Person other than commitments of the Company and or any of its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company Subsidiary Securities or as set forth make payments in respect of such units, including based on Schedule 4.07the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company Subsidiary Securities, neither the Company nor any of its Subsidiaries owns any Equity Securities equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. No units of limited liability company interests are held in treasury by any Subsidiary of the Company.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities of the Company Company’s Subsidiaries have been duly authorized and validly issued and are are, if applicable, fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all of the The outstanding Equity Securities of in each Company Subsidiary that are solely owned by the Company, directly or indirectly, are owned free and clear of any Liens (other than Liens arising under applicable securities Laws or the governing documents Organizational Documents of the applicable Company SubsidiariesSubsidiary or any Permitted Liens) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstandingrights. (b) There Except as set forth on Schedule 4.02, as of the date hereof, there are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, in any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary, except as set forth in the Organizational Documents of the applicable Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders shareholders or members, as applicable, may vote. No Except as set forth in the Organizational Documents of the applicable Company Subsidiary or as set forth on Schedule 4.07(b), no Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or proxies, registration rights agreement or other agreements or understandings relating to its equity interestsEquity Securities. (c) Except for Equity Securities of in any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.074.07(c), neither as of the date hereof, none of the Company nor any of its the Company Subsidiaries owns any Equity Securities in any Person. As of the date hereof, no shares of capital stock are held in treasury by any Company Subsidiary.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessablenonassessable. Except as set forth on Schedule 4.07(a)Section 5.07(a) of the Company Disclosure Letter, all of the outstanding Equity Securities ownership interests in each Subsidiary of each the Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising the restrictions under applicable securities Laws or Securities Laws, transfer restrictions existing under the governing documents terms of the Company SubsidiariesGoverning Documents of such Subsidiary, and Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights by which such rights. (b) Except as set forth on Section 5.07(b) of the Company Subsidiary is bound. Except for Equity Securities owned by Disclosure Letter, there are no outstanding (i) securities of the Company or any wholly-owned of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, there (ii) obligations, options, warrants or other rights (including preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are no Equity Securities derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of any the Company (the items in clauses, in addition to all ownership interests in the Company’s Subsidiaries, being referred to collectively as the “Company Subsidiary issued or outstanding. (b) Securities”). There are no outstanding (x) voting trusts, proxies, equityholders agreements or authorized options, promises other similar agreements or understandings to which any Subsidiary of equity, equity appreciation rights, phantom equity, profit participation the Company is a party or similar compensatory equity or equity-linked awards by which any Subsidiary of the Company is bound with respect to the Equity Securities ofvoting or transfer of any shares of capital stock of such Subsidiary, or other equity (y) obligations or voting interest in, any Company Subsidiary. No Person other than commitments of the Company and or any of its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company Subsidiary Securities or as set forth make payments in respect of such shares, including based on Schedule 4.07the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company Subsidiary Securities, neither the Company nor any of its Subsidiaries owns any Equity Securities equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities Interests in each of the Company Company’s Subsidiaries have been duly authorized and validly issued and (if applicable) are fully paid and non-assessablenonassessable and have not been issued in violation of any preemptive or similar rights. Except as set forth on Schedule 4.07(a)4.7, the Company or one or more of its wholly owned Subsidiaries owns of record and beneficially all of the issued and outstanding Equity Securities of each Company Subsidiary are solely owned by the Company, directly or indirectly, Interests in such Subsidiaries free and clear of any Liens (other than Liens arising under pursuant to applicable securities Laws or the governing documents of the Company Subsidiaries) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is boundLaws). Except for Equity Securities owned as set forth on Schedule 4.7, there are no outstanding options, warrants, “phantom” equity plans, equity appreciation rights, equity-based performance units, other equity-based compensation awards, rights to subscribe to, rights in respect of exchange or conversion for, redemption or purchase rights, calls, contracts or commitments made or entered into by the Company or any whollyof its Subsidiaries, rights or other securities convertible into or exercisable or exchangeable for any shares of capital stock of (or other Equity Interests in) such Subsidiaries, any other commitments or agreements providing for the issuance of additional Equity Interests, the sale of treasury shares, or for the repurchase or redemption of such Subsidiaries’ Equity Interests, or any agreements of any kind which may obligate the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional Equity Interests, or options, warrants, rights to subscribe to, purchase rights, anti-owned dilution rights, rights of first refusal, preemptive rights, registration rights, conversion or exchange rights, calls or commitments relating to Equity Interests of any Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to . Except for the Equity Securities of, or other equity or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned Subsidiary Interests of the Company or as Subsidiaries set forth on Schedule 4.074.2, neither the Company nor any of its Subsidiaries owns any Equity Securities Interest in any other Person. There is no (i) voting trust, proxy or other agreement or understanding with respect to the voting of the Equity Interests of any Subsidiary of the Company and (ii) obligation or commitment restricting the transfer of, or requiring the qualification, registration or sale of, any Equity Interests of any Subsidiary of the Company. No Subsidiary of the Company has any outstanding bonds, debentures or other obligations or securities the holders of which have the right to vote (or are convertible or exchangeable for securities having the right to vote) with the equityholders of that Subsidiary of the Company. There are no declared but unpaid dividends or other distributions of any Subsidiary of the Company.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities and/or partnership interests (collectively, for purposes of this Section 2.7, the “equity interests”) of each of the Company M Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessablenonassessable. No equity interests of such Subsidiaries are held in the treasury of any of the Companies. Except as set forth on Schedule 4.07(a), all Section 2.7 of the Seller Disclosure Letter, the M Company or one or more of its wholly-owned Subsidiaries own of record and beneficially all the issued and outstanding Equity Securities equity interests of each Company Subsidiary are solely owned by the Company, directly or indirectly, such Subsidiaries free and clear of any Liens (Liens. Except as set forth on Section 2.7 of the Seller Disclosure Letter, none of the Companies has granted any options, warrants, rights or other than Liens arising under applicable securities Laws convertible into or exchangeable or exercisable for any equity interests of such Subsidiaries that remain outstanding, and is not party to any other outstanding commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of shares of capital stock, or the governing documents granting of the Company any partnership interest of such Subsidiaries) , and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities agreements of any Company Subsidiary issued kind which may obligate any of the Companies to issue, purchase, register for sale, redeem or outstanding. (b) otherwise acquire any of its equity interests. There are no outstanding subscriptions, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any equity interests of such Subsidiaries. There are no outstanding or authorized options, promises of equity, equity appreciation rightsstock appreciation, phantom equitystock, profit participation or similar compensatory equity rights with respect to such Subsidiaries. Except as set forth on Section 2.7 of the Seller Disclosure Letter, there are no stockholder agreements, partnership agreements, voting trusts, proxies or equity-linked awards other agreements or written understandings with respect to the Equity Securities of, voting or other transfer of any of the equity or voting interest in, any Company Subsidiaryinterests of such Subsidiaries. No Person other than None of the Company and its wholly-owned Subsidiaries is entitled to a participant in any preemptive joint venture or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interestsarrangement. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.07, neither the Company nor any of its Subsidiaries owns any Equity Securities in any Person.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of the each Company Party’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities of in each Company Subsidiary are solely owned by the Companya Company Party, directly or indirectly, free and clear of any Liens (other than Liens arising under applicable securities Laws or the governing documents of the Company Subsidiaries) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is boundrights. Except for Equity Securities owned by the a Company Party or any wholly-owned Subsidiary of the Companya Company Party, there are no Equity Securities of any Company Subsidiary authorized, reserved, issued or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders stockholders may vote. No Company Subsidiary is a party to any stockholders shareholders agreement, voting agreement, proxies or proxies, registration rights agreement or other agreements or understandings relating to its equity interests. (c) Except for Equity Securities of in any wholly-owned Subsidiary of the a Company Party or as set forth on Schedule 4.07, neither the no Company Party nor any of its Subsidiaries owns any Equity Securities in any Person. No shares of capital stock are held in treasury by any Company Subsidiary.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The issued and outstanding shares of capital stock or other Equity Securities of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all the registered capital of each PRC Subsidiary of the Company has been fully contributed in accordance with applicable PRC Laws. The issued and outstanding Equity Securities of each Company Subsidiary are solely owned by the CompanyCompany are as set forth on Schedule 4.02, directly or indirectly, and such Equity Securities are owned free and clear of any Liens (other than Liens arising the restrictions under applicable securities Laws or Securities Laws, the governing documents terms of the Company SubsidiariesGoverning Documents of such Subsidiary, and Permitted Liens) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstandingrights. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rightsappreciation, phantom equitystock, profit participation or similar compensatory equity or equity-linked awards rights with respect to the Equity Securities of, or other equity or voting interest in, any Company SubsidiarySubsidiary of the Company. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company. Except for Equity Securities in any direct or indirect wholly-owned Subsidiary of the Company, neither the Company Subsidiarynor any of its Subsidiaries owns any Equity Securities in any Person (other than publicly traded securities held for cash management purposes). There are no outstanding contractual obligations of any Subsidiary of the Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company SubsidiarySubsidiary of Company. There are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of any Company Subsidiary of the company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders stockholders may vote. No Company Subsidiary Person (other than those set forth on Schedule 4.02) has any rights with respect to the governance, management and/or economic interest in any of the Company’s Subsidiaries. There is a party no pending or to the Knowledge of the Company, threatened (in writing), dispute or Action with respect to, or which could adversely affect the Company’s ownership of any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interestsof the Company’s Subsidiaries in any material respect. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.074.07(c), neither the Company nor any of its Subsidiaries owns any Equity Securities in any Person.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities in each Subsidiary of each the Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising under applicable securities Laws or the governing documents of the Company SubsidiariesPermitted Liens) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is boundrights. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Subsidiary of the Company Subsidiary authorized, reserved, issued or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rightsappreciation, phantom equitystock, profit participation or similar compensatory equity or equity-linked awards rights with respect to the Equity Securities of, or other equity or voting interest in, any Company SubsidiarySubsidiary of the Company. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company SubsidiarySubsidiary of the Company. There are no outstanding contractual obligations of any Subsidiary of the Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company SubsidiarySubsidiary of Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders stockholders may vote. No any Subsidiary of the Company Subsidiary is a party to any stockholders shareholders agreement, voting agreement, proxies or proxies, registration rights agreement or other agreements or understandings relating to its equity interests. (c) Except for Equity Securities of in any wholly-wholly owned Subsidiary of the Company or as set forth on Schedule 4.07Company, neither the Company nor any of its Subsidiaries owns any Equity Securities in any Person. No shares of capital stock are held in treasury by any Subsidiary of the Company.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and in accordance with Law in all material respects, such Subsidiary’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or equivalent documents, as applicable, and, as applicable, are fully paid and non-assessablenonassessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities ownership interests in each Subsidiary of each the Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising the restrictions under applicable securities Securities Laws and Liens securing obligations under the First Lien Credit Facility) and free of any other limitation or restriction (including any restriction on the governing documents right to vote, sell or otherwise dispose of the Company Subsidiariessuch ownership interests) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is boundrights. Except for Equity Securities owned by There are no outstanding (a) securities of the Company or any wholly-owned of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstanding. (b) obligations, options, warrants or other rights (including preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Subsidiary of the Company or (c) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (a)-(c), in addition to all ownership interests of the Company’s Subsidiaries, being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding (i) voting trusts, proxies, equityholders agreements or authorized options, promises other similar agreements or understandings to which any Subsidiary of equity, equity appreciation rights, phantom equity, profit participation the Company is a party or similar compensatory equity or equity-linked awards by which any Subsidiary of the Company is bound with respect to the Equity Securities ofvoting or transfer of any shares of capital stock of such Subsidiary, or other equity (ii) obligations or voting interest in, any Company Subsidiary. No Person other than commitments of the Company and or any of its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company Subsidiary Securities or as make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company Subsidiary Securities in respect of the Subsidiaries set forth on Schedule 4.075.02, neither the Company nor any of its Subsidiaries owns any Equity Securities equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. No shares of capital stock are held in treasury by any Subsidiary of the Company.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a)The issued share capital, the outstanding shares of capital stock or other Equity Securities equity interests of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessablenonassessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities ownership interests in each Subsidiary of each the Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising the restrictions under applicable securities Laws Securities Laws) and free of any other limitation or restriction (including any restriction on the governing documents right to vote, sell or otherwise dispose of the Company Subsidiariessuch ownership interests) and have not been issued in violation of preemptive or similar rights. As of the date hereof, there are (a) no subscriptions, calls, options, warrants, rights by which such Company Subsidiary is bound. Except (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Equity Securities owned by the Company or equity interests of any wholly-owned Subsidiary of the Company, there are no Equity Securities or any other Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue or sell any shares, stock, or other equity interests in or debt securities of, any Subsidiary issued or outstanding. of the Company and (b) There are no outstanding or authorized optionsequity equivalents, promises of equity, equity stock appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive stock ownership interests or similar rights in any Subsidiary of the Company (the items in clauses (a) and (b), in addition to subscribe for Equity Securities all ownership interests of any the Company’s Subsidiaries, being referred to collectively as the “Company SubsidiarySubsidiary Securities”). There As of the date hereof, there are no outstanding contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities securities or equity interests of any Subsidiary of the Company. Other than the Company Subsidiary. There Stockholder Agreements and the Company Voting and Support Agreements, the Company and its Subsidiaries are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a not party to any stockholders agreement, voting agreement, proxies or proxies, registration rights agreement or other similar agreements relating to its the equity interests. (c) Except for Equity Securities interests of any wholly-owned Subsidiary of the Company. Except for the Company or as set forth on Schedule 4.07Subsidiary Securities, neither the Company nor any of its Subsidiaries owns any Equity Securities equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. No shares of treasury stock are held by any Subsidiary of the Company.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of the each Company Subsidiaries have Subsidiary has been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities of in each Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising under applicable securities Laws or the governing documents of the Company SubsidiariesPermitted Liens) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is boundrights. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary authorized, reserved, issued or outstanding. (b) There are no outstanding or authorized optionsrestricted shares, promises of equity, stock appreciation or equity appreciation rights, restricted units, performance units, contingent value rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders stockholders may vote. No Company Subsidiary is a party to any stockholders shareholders agreement, voting agreement, proxies or proxies, registration rights agreement or other agreements or understandings relating to its equity interests. (c) Except for Equity Securities of in any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.07, neither the Company nor any of its Subsidiaries owns any Equity Securities in any Person. No shares of capital stock are held in treasury by any Company Subsidiary.

Capitalization of Subsidiaries. (a) Section 4.7(a) of the Company Disclosure Letter sets forth a true, correct and complete capitalization table of each of the Company’s Subsidiaries as of the date hereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law in all material respects, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which the Company or any such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens, restrictions on transfer arising under applicable securities Laws, any Liens imposed under the Governing Documents of the applicable Subsidiary. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Schedule 4.07(a), the outstanding shares of capital stock or other Equity Securities Section 4.7(c) of the Company Subsidiaries have been duly authorized and validly issued and Disclosure Letter, there are fully paid and nonno outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-assessable. Except as set forth on Schedule 4.07(aemptive, contractual or by matter of Law), all plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the outstanding Equity Securities of each Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising under applicable securities Laws or the governing documents of the Company Subsidiaries) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary Subsidiaries of the Company, and there are no Equity Securities voting trusts, proxies or agreements of any Company kind which may obligate any Subsidiary issued or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe issue, purchase, register for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchasesale, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interestscapital stock. (cd) Except for Equity Securities the equity interests of any wholly-owned Subsidiary the Subsidiaries set forth on Section 4.7(a) of the Company or as set forth on Schedule 4.07Disclosure Letter, neither the Company nor any of its Subsidiaries owns (i) owns, directly or indirectly, any Equity Securities ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of each of the Company Protected Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessablenonassessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities of ownership interests in each Company Protected Subsidiary are solely owned by the Companyowned, directly or indirectly, by Protected free and clear of any Liens (other than Liens arising the restrictions under applicable securities Securities Laws and Permitted Liens and Liens securing obligations under the Bank Financing Agreement) and free of any other limitation or restriction (including any restriction on the governing documents right to vote, sell or otherwise dispose of the Company Subsidiariessuch ownership interests) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual (i) securities of Protected or any Protected Subsidiary convertible into or exchangeable for ownership interests in any Protected Subsidiary, (ii) obligations, options, warrants or other rights, commitments or arrangements to acquire from Protected or any Protected Subsidiary, or other obligations or commitments of Protected or any Protected Subsidiary to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Protected Subsidiary or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar equity or equity-based securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Protected Subsidiary (the items in clauses (i) - (iii), in addition to all ownership interests of the Protected Subsidiaries, being referred to collectively as the “Protected Subsidiary Securities”). There are no (i) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which Protected or any Protected Subsidiary is a party or by which Protected or any Protected Subsidiary is bound with respect to the voting or transfer of any Company shares of capital stock of any Protected Subsidiary, or (ii) obligations or commitments of Protected or any Protected Subsidiary to repurchase, redeem or otherwise acquire any Equity Protected Subsidiary Securities or make payments in respect of such securities, including based on the value thereof, or to make any Company Subsidiaryinvestment (in the form of a loan, capital contribution or otherwise) in any other Person. There are no outstanding bondsExcept for the Protected Subsidiary Securities, debenturesneither Protected nor any Protected Subsidiary owns any equity, notes ownership, profit, voting or other indebtedness of similar interest in or any Company Subsidiary having the right to vote (or interest convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may voteequity, profit, voting or similar interest in, any Person. No Company Subsidiary is a party to shares of capital stock are held in treasury by any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interestsProtected Subsidiary. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.07, neither the Company nor any of its Subsidiaries owns any Equity Securities in any Person.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all of the outstanding Equity Securities of each Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising under applicable securities Laws or the governing documents of the Company Subsidiaries) nonassessable and have not been issued in violation of any preemptive or similar rights by which such Company Subsidiary is boundrights. Except for Equity Securities owned by as set forth on Schedule 4.7, the Company or one or more of its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock of such Subsidiaries free and clear of any wholly-owned Subsidiary Liens other than (a) as may be set forth in the certificate of the Companyformation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar governing documents of such Subsidiary, (b) for any restrictions on sales of securities under applicable securities Laws or (c) Permitted Liens. Except as set forth on Schedule 4.7, there are no Equity Securities of any Company Subsidiary issued or outstanding. (b) There are no outstanding or authorized options, promises of equitywarrants, equity stock appreciation rights, phantom equityother rights or other securities convertible into, profit participation exercisable or similar compensatory equity exchangeable for or equity-linked awards with respect otherwise relating to any capital stock of such Subsidiaries, any other commitments or agreements providing for or relating to the Equity Securities ofissuance of additional shares, the delivery or sale of treasury shares, or other equity for the repurchase or voting interest inredemption of shares of such Subsidiaries’ capital stock, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary type whatsoever of any of the Company’s Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for matters on which such Company Subsidiaries’ equityholders any holders of capital stock or other equity interests of any of the Company’s Subsidiaries may vote. No Company Subsidiary is a party to , or any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities agreements of any wholly-owned kind which may obligate the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, register for sale, redeem or otherwise acquire, or relating to, any capital stock of such Subsidiaries. Except as set forth on Schedule 4.074.7, neither there is no voting trust, proxy or other agreement or understanding with respect to the voting of any capital stock of such Subsidiaries. Except for the equity interests of the Subsidiaries set forth on Schedule 4.2, none of the Company nor any of its Subsidiaries owns own any Equity Securities equity, partnership, membership or similar interest in any other Person.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessablenonassessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities ownership interests in each Subsidiary of each the Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising the restrictions under applicable securities Laws Securities Laws) and free of any other limitation or restriction (including any restriction on the governing documents right to vote, sell or otherwise dispose of the Company Subsidiariessuch ownership interests) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is boundrights. Except for Equity Securities owned by There are no outstanding (a) securities of the Company or any wholly-owned of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstanding. (b) obligations, options, warrants or other rights, commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Subsidiary of the Company, or (c) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (a) through (c), in addition to all ownership interests of the Company’s Subsidiaries, being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding (i) voting trusts, proxies, equityholders agreements or authorized options, promises other similar agreements or understandings to which any Subsidiary of equity, equity appreciation rights, phantom equity, profit participation the Company is a party or similar compensatory equity or equity-linked awards by which any Subsidiary of the Company is bound with respect to the Equity Securities ofvoting or transfer of any shares of capital stock of such Subsidiary, or other equity (ii) obligations or voting interest in, any Company Subsidiary. No Person other than commitments of the Company and or any of its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any the Company Subsidiary having Securities or make payments in respect of such shares, including based on the right to vote (or convertible intovalue thereof, or exchangeable forto make any investment (in the form of a loan, securities having capital contribution or otherwise) in any other Person. Except for the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.07Securities, neither the Company nor any of its Subsidiaries owns any Equity Securities equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. No shares of capital stock are held in treasury by any Subsidiary of the Company.

Capitalization of Subsidiaries. The authorized capital stock of each Subsidiary of Harris, including Merger Sub, is disclosed in Section 5.1.2 of the Xxxxxx Disclosure Schedule, including (ai) Except the types of authorized shaxxx, (ii) number of shares issued and outstanding as set forth on Schedule 4.07(a)of August 3, 2001, (iii) number of shares issued and held in the Treasury of any such Subsidiary, and (iv) a listing of the holders of all outstanding shares together with the number of shares owned by each. There are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to the issued or unissued capital stock of any Subsidiary of Harris obligating Harris or such Subsidiary to issue, transfer or sxxx xx cause to be xxxxxx, transferred or sold any shares of capital stock or other Equity Securities of the Company Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all of the outstanding Equity Securities of each Company equity interest in such Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising under applicable securities Laws convertible into or the governing documents of the Company Subsidiaries) and have not been issued in violation of preemptive exchangeable for such shares or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities ofinterests, or obligating such Subsidiary or Harris to grant, extend or enter into any such option, warrant, cxxx, subscription or other equity right, agreement, arrangement or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiarycommitment. There are no outstanding contractual obligations of any Company Subsidiary of Harris or Harris to repurchase, redeem or otherwise acquire any Equity Securities shaxxx xx othxx xxxital stock of any Company Subsidiary. There are no outstanding bondsSubsidiary of Harris, debentures, notes or to make any payments based on the market price or value ox xxxxes or other indebtedness capital stock of any Company Subsidiary having the right to vote (or convertible intoof Harris, or exchangeable forto provide funds to make any investment (in the form of a xxxx, capital contribution or otherwise) in any Subsidiary or any other entity other than loans to Subsidiaries in the ordinary and usual course of business consistent with past practice. All of the outstanding shares of each Subsidiary of Harris are duly authorized, validly issued, fully paid and non-assexxxxxx. Since August 3, 2001, there have been no issuances of shares of the capital stock or other securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company Harris or as set forth on Schedule 4.07of options, neither the Company nor warrants and rights with respect to shares xx xxxer securities of any Subsidiary of its Subsidiaries owns any Equity Securities in any PersonHarris.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessablenonassessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities ownership interests in each Subsidiary of each the Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising the restrictions under applicable securities Securities Laws and Liens securing obligations under the First Lien Credit Facility or the governing documents Senior Notes Indenture) and free of any other limitation or restriction (including any restriction on the Company Subsidiariesright to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is boundrights. Except for Equity Securities owned by There are no outstanding (a) securities of the Company or any wholly-owned of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstanding. (b) obligations, options, warrants or other rights (including preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Subsidiary of the Company or (c) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (a)-(c), in addition to all ownership interests of the Company’s Subsidiaries, being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding (i) voting trusts, proxies, equityholders agreements or authorized options, promises other similar agreements or understandings to which any Subsidiary of equity, equity appreciation rights, phantom equity, profit participation the Company is a party or similar compensatory equity or equity-linked awards by which any Subsidiary of the Company is bound with respect to the Equity Securities ofvoting or transfer of any shares of capital stock of such Subsidiary, or other equity (ii) obligations or voting interest in, any Company Subsidiary. No Person other than commitments of the Company and or any of its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company Subsidiary Securities or as set forth make payments in respect of such shares, including based on Schedule 4.07the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company Subsidiary Securities, neither the Company nor any of its Subsidiaries owns any Equity Securities equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. No shares of capital stock are held in treasury by any Subsidiary of the Company.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities equity interests of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessablenonassessable. Except as set forth on Schedule 4.07(a), all All of the outstanding Equity Securities ownership interests in each Subsidiary of each the Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising the restrictions under applicable securities Laws Securities Laws) and free of any other limitation or restriction (including any restriction on the governing documents right to vote, sell or otherwise dispose of the Company Subsidiariessuch ownership interests) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is boundrights. Except for Equity Securities owned by There are no outstanding (a) securities of the Company or any wholly-owned of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstanding. (b) obligations, options, warrants or other rights, commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Subsidiary of the Company or (c) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (a)-(c), in addition to all ownership interests of the Company’s Subsidiaries, being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding (i) voting trusts, proxies, equityholders agreements or authorized options, promises other similar agreements or understandings to which any Subsidiary of equity, equity appreciation rights, phantom equity, profit participation the Company is a party or similar compensatory equity or equity-linked awards by which any Subsidiary of the Company is bound with respect to the Equity Securities ofvoting or transfer of any shares of capital stock of such Subsidiary, or other equity (ii) obligations or voting interest in, any Company Subsidiary. No Person other than commitments of the Company and or any of its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company Subsidiary Securities or as set forth make payments in respect of such shares, including based on Schedule 4.07the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company Subsidiary Securities, neither the Company nor any of its Subsidiaries owns any Equity Securities equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. No shares of capital stock are held in treasury by any Subsidiary of the Company.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities of each of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessablenonassessable. Except as set forth on Schedule 4.07(a)in Section 6.07(a) of the Company Disclosure Letter, all of the outstanding Equity Securities ownership interests in each Subsidiary of each the Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising the restrictions under applicable securities Laws or Securities Laws, transfer restrictions existing under the governing documents terms of the Company SubsidiariesGoverning Documents of such Subsidiary, and Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights by which such rights. (b) Except as set forth in Section 6.07(b) of the Company Subsidiary is bound. Except for Disclosure Letter or contemplated in this Agreement, there are (i) no outstanding Equity Securities owned by of the Company or any wholly-owned of its Subsidiaries convertible into or exchangeable for Equity Securities in any Subsidiary of the Company, (ii) no subscriptions, puts, calls, obligations, options, warrants or other rights (including preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, sell or otherwise transfer, any Equity Securities in, any Subsidiary of the Company, (ii) no Contracts to which a Subsidiary of the Company is a party or by which the Subsidiary of the Company or any of its assets or properties are bound obligating the Subsidiary of the Company to issue or sell any Equity Securities of, the Subsidiary of the Company, or (iii) no restricted shares, stock appreciation rights, equity equivalents, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii), in addition to all ownership interests of the Company’s Subsidiaries, being referred to collectively as the “Company Subsidiary Securities”). (c) Except as set forth in Section 6.07(c) of the Company Disclosure Letter or contemplated in this Agreement, there are no Equity Securities (i) voting agreements, voting trusts, proxies, registration rights agreements, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company Subsidiary issued or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards is bound with respect to the Equity Securities ofvoting or transfer of any shares of capital stock of such Subsidiary, (ii) obligations or other equity or voting interest in, any Company Subsidiary. No Person other than commitments of the Company and or any of its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity of the Company Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any Company Subsidiary. There are no investment (in the form of a loan, capital contribution or otherwise) in any other Person, (iii) outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such the stockholders of any Subsidiary of the Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreementor (iv) as of the date hereof, proxies shares of common stock, preferred stock, incentive equity, phantom equity or registration rights agreement relating to its equity interests. (c) Except for other Equity Securities of any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.07issued and outstanding. (d) Except for the Company Subsidiary Securities, neither the Company nor any of its Subsidiaries owns or has the right to acquire, directly or indirectly, any Equity Securities in any Person.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The issued and outstanding shares of capital stock or other Equity Securities of the Company each of Hepion’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except All of the issued and outstanding Equity Securities of each Subsidiary of Hepion are owned as set forth on Schedule 4.07(a‎5.07(a), all of the outstanding Equity Securities of each Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising under applicable securities Laws or the governing documents of the Company SubsidiariesPermitted Liens) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstandingrights. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rightsappreciation, phantom equitystock, profit participation or similar compensatory equity or equity-linked awards rights with respect to the Equity Securities of, or other equity or voting interest in, any Company SubsidiarySubsidiary of Hepion. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company SubsidiarySubsidiary of Hepion. There are no outstanding contractual obligations of any Company Subsidiary of Hepion to repurchase, redeem or otherwise acquire any Equity Securities of any Company SubsidiarySubsidiary of Hepion. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary of Hepion having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders the shareholders of Hxxxxx’s Subsidiaries may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.075.07(c), as of the date of this Agreement, neither the Company Hepion nor any of its Subsidiaries owns any Equity Securities in any Person, other than shares publicly traded on a stock exchange held for cash management purposes.

Capitalization of Subsidiaries. (a) All of the outstanding shares or other equity interests of each of the Subsidiaries of the Company have been duly authorized and validly issued, and, solely with respect to any Subsidiary of the Company that is a corporation, are fully paid and nonassessable and were not issued in violation of any preemptive rights. There are no options, warrants or rights of conversion or other rights, agreements, arrangements or commitments obligating any of the Subsidiaries of the Company to issue or sell any of its shares, other equity interests or securities convertible into or exchangeable for its shares or other equity interests or any shares or other equity interests of the Subsidiaries of the Company, other than as provided in the agreements relating to the organization, formation, ownership or governance of such Subsidiaries of the Company. (b) Except as set forth on Schedule 4.07(a4.7(b), the Company or one or more of its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock (or other Equity Securities equity interests) of such Subsidiaries free and clear of any Liens other than (i) as may be set forth in the Company Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessableOrganizational Documents of such Subsidiary, (ii) for any restrictions on sales of securities under applicable securities Laws or (iii) Permitted Liens. Except as set forth on Schedule 4.07(a4.7(a), all of the outstanding Equity Securities of each Company Subsidiary are solely owned by the Company, directly or indirectly, free and clear of any Liens (other than Liens arising under applicable securities Laws or the governing documents of the Company Subsidiaries) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued voting trusts, stockholder agreements, proxies or outstanding. (b) There are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards other agreements in effect with respect to the Equity Securities ofvoting, redemption, repurchase, sale, transfer or other disposition of the shares or other equity or voting interest in, any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities interests of any Company Subsidiaryof the Subsidiaries. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or registration rights agreement relating to its equity interests. (c) Except for Equity Securities of any wholly-owned Subsidiary the equity interests of the Company or as Subsidiaries set forth on Schedule 4.074.2, neither none of the Company nor any of its Subsidiaries owns own any Equity Securities equity, partnership, membership or similar interest in any other Person.

Capitalization of Subsidiaries. (a) Except as set forth on Schedule 4.07(a), the The outstanding shares of capital stock or other Equity Securities of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.07(a), all of the The outstanding Equity Securities of in each Company Subsidiary that are solely owned by the Company, directly or indirectly, are owned free and clear of any Liens (other than Liens arising under applicable securities Laws or the governing documents Organizational Documents of the applicable Company SubsidiariesSubsidiary or any Permitted Liens) and have not been issued in violation of preemptive or similar rights by which such Company Subsidiary is bound. Except for Equity Securities owned by the Company or any wholly-owned Subsidiary of the Company, there are no Equity Securities of any Company Subsidiary issued or outstandingrights. (b) There Except as set forth on Schedule 4.02, as of the date hereof, there are no outstanding or authorized options, promises of equity, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, in any Company Subsidiary. No Person other than the Company and its wholly-owned Subsidiaries is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Company Subsidiary. There are no outstanding contractual obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Company Subsidiary, except as set forth in the Organizational Documents of the applicable Company Subsidiary. There Except as set forth on Schedule 4.07, there are no outstanding bonds, debentures, notes or other indebtedness of any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Company Subsidiaries’ equityholders stockholders may vote. No Company Subsidiary is a party to any stockholders agreement, voting agreement, proxies or proxies, registration rights agreement or other agreements or understandings relating to its equity interestsEquity Securities. (c) Except for Equity Securities of in any wholly-owned Subsidiary of the Company or as set forth on Schedule 4.07, neither as of the date hereof, none of the Company nor any of its Subsidiaries owns any Equity Securities in any Person. As of the date hereof, no shares of capital stock are held in treasury by any Company Subsidiary.