Common use of Capitalization of the Acquired Companies Clause in Contracts

Capitalization of the Acquired Companies. (a) The entire authorized capital stock of the Company consists of One Thousand (1,000) shares of the Company’s Common Stock, of which, as of the date of this Agreement, One Thousand (1,000) Shares are issued and outstanding. All of the outstanding shares of capital stock of the Company have been duly authorized, validly issued and are fully paid and non-assessable, have not been issued in violation of any preemptive rights, and were issued in compliance with all Applicable Laws. Section 3.04(a) of the Disclosure Schedules accurately sets forth, as of the date of this Agreement, the name of each Person that is the record owner as reflected in the stock records of the Company of any shares of Common Stock and the number of such shares so owned by such Person, and such shares are owned by each such Person free and clear of all Liens (other than Permitted Liens). Other than as set forth in Section 3.04(b) of the Disclosure Schedules, the number of such shares set forth as being so owned by such Person constitutes the entire interest of such Person in the issued and outstanding capital stock or voting securities of the Company. (b) As of the date hereof, except as described in Section 3.04(b) of the Disclosure Schedules, there are no outstanding options, warrants or other rights of any Person to acquire any Shares or any other equity securities of, or any equity interests in, the Company or its Subsidiaries, or securities exercisable or exchangeable for, or convertible into, equity securities of, or equity interests in, the Company or its Subsidiaries (“Company Convertible Securities”). Active 37496756.2 25 (c) Section 3.04(c) of the Disclosure Schedules sets forth a true and complete list of the name and jurisdiction of organization of the Acquired Companies and, with respect to each Company Subsidiary, its authorized and issued and outstanding equity interests. Except as set forth in Section 3.04(c) of the Disclosure Schedules, no Acquired Company owns any equity securities of or interests in any Person other than another Subsidiary of the Company.

Capitalization of the Acquired Companies. (a) The entire authorized capital stock of the Company consists of One Thousand of: (1,000i) shares of the Company’s Common Stock, 300,000 Shares of which, as of the date of this Agreement, One Thousand 123,241 Shares are issued and outstanding; and (1,000ii) Shares 25,000 shares of Preferred Stock, par value $0.001 per share, none of which are issued and outstanding. All of the outstanding shares of capital stock of the Company have been duly authorized, validly issued and are fully paid and non-assessable, and have not been issued in violation of any preemptive rights, and were issued in compliance with all Applicable Laws. Section 3.04(a) of the Disclosure Schedules accurately sets forth, as of the date of this Agreement, the name of each Person that is the record owner as reflected in the stock records of the Company of any shares of Common Stock and the number of such shares so owned by such Person, and such shares are owned by each such Person free and clear of all Liens (other than Permitted Liens). Other than as set forth in Section 3.04(b) of the Disclosure Schedules, the number of such shares set forth as being so owned by such Person constitutes the entire interest of such Person in the issued and outstanding capital stock or voting securities of the Company. (b) As of Other than the date hereof, except Options and as described set forth in Section Schedule 3.04(b) of the Disclosure Schedules), there are no outstanding options, warrants or other rights of any Person to acquire any Shares or any other equity securities of, or any equity interests in, the Company or its Subsidiariesany Acquired Company, or securities exercisable or exchangeable for, or convertible into, equity securities of, or equity interests in, any Acquired Company. Schedule 3.04(b) sets forth a complete and accurate list of all Options outstanding, the Company or its Subsidiaries (“Company Convertible Securities”). Active 37496756.2 25 name of the applicable Optionholder and the price per share at which each such Option is exercisable. (c) Section Schedule 3.04(c) of the Disclosure Schedules sets forth a true complete and complete accurate list of the name and jurisdiction of organization of each Acquired Company. Neither the Acquired Companies and, with respect to each Company Subsidiary, nor any of its authorized and issued and outstanding equity interests. Except as set forth in Section 3.04(c) of the Disclosure Schedules, no Acquired Company Subsidiaries owns any equity securities of or interests in any Person other than another Subsidiary of the Company. Except as set forth in Schedule 3.04(c), the Company or one or more of its wholly owned Subsidiaries own as of record and beneficially all the issued and outstanding shares of capital stock of each Acquired Company (other than the Company), free and clear of any Liens (other than Permitted Liens and Liens with respect to the items set forth in Schedule 3.07). (d) Except as set forth in Schedule 3.04(d): (i) there are no preemptive rights or other similar rights in respect of any equity interests in the Company; (ii) there are no Liens (other than Liens arising under the Credit Agreement) on any equity interests of the Subsidiaries of the Company; (iii) other than the Stockholders Agreement, the Amended and Restated Certificate of Incorporation of the Company and this Agreement, there are no Contractual Obligations to which any Acquired Company is a party relating to the ownership, transfer or voting of any equity interests in any Acquired Company affecting the rights of any holder of the equity interests in any Acquired Company; (iv) except for the Contemplated Transactions, there is no Contractual Obligation, or provision in the Organizational Documents of any Acquired Company, that obligates any Acquired Company to purchase, redeem or otherwise acquire, or make any payment (including any dividend or distribution) in respect of, any equity interest in any Acquired Company; and (v) there are no existing rights with respect to registration under the Securities Act of 1933, as amended, of any equity interests in any Acquired Company.

Capitalization of the Acquired Companies. (a) The entire authorized share capital stock of the Company Arrow Parent consists of One Thousand 1,000 (1,000one-thousand) shares of the Company’s Common Stock, of which, as par value $0.01. As of the date of this Agreement, One Thousand (1,000) Shares are issued and outstanding. All 1,000 of the outstanding shares of capital stock Shares are, and on the Closing Date 1,000 of the Company Shares will be, held of record by Seller. The Shares have been duly authorized, authorized and validly issued and are fully paid and non-assessable, have not been issued in violation assessable and are free of any preemptive pre-emptive rights, and were issued in compliance with all Applicable Laws. Section 3.04(a) of the Disclosure Schedules accurately sets forth, as of the date of this Agreement, the name of each Person that is the record owner as reflected in the stock records of the Company of any shares of Common Stock and the number of such shares so owned by such Person, and such shares are owned by each such Person free and clear of all Liens (other than Permitted Liens). Other than as set forth in Section 3.04(b) of the Disclosure Schedules, the number of such shares set forth as being so owned by such Person constitutes the entire interest of such Person in the issued and outstanding capital stock or voting securities of the Company. (b) As of the date hereof, except as described in Section 3.04(b) of the Disclosure Schedules, there are no outstanding options, warrants or other rights of any Person to acquire any Shares or any other equity securities of, or any equity interests in, the Company or its Subsidiaries, or securities exercisable or exchangeable for, or convertible into, equity securities of, or equity interests in, the Company or its Subsidiaries (“Company Convertible Securities”). Active 37496756.2 25 (c) Section 3.04(c) of the Disclosure Schedules sets forth a true and complete list of the name and jurisdiction of organization of the Acquired Companies and, with respect to each Company Subsidiary, its authorized and issued and outstanding equity interests. Except as set forth in Section 3.04(c3.03(b) of the Seller Disclosure Schedules, all the issued and outstanding equity interests in each Acquired Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable and are owned, directly or indirectly, by Arrow Parent free and clear of all Liens, other than Permitted Liens. (c) Except as set forth in Section 3.03(a), (i) no Acquired Company owns has any membership interests issued or outstanding and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock to which any Acquired Company is a party obligating such Acquired Company to (A) issue, transfer or sell any shares or other equity interests of an Acquired Company or securities convertible into or exchangeable for such shares or equity interests (in each case other than to a wholly owned Acquired Subsidiary of such Acquired Company); (B) grant, extend or interests enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (C) redeem or otherwise acquire any such shares or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Person that is not wholly owned by an Acquired Company. (d) No Acquired Company has outstanding bonds, debentures, notes or other similar obligations with the right to vote (or that are convertible into or exercisable for securities having the right to vote) with the members of such Acquired Company on any matter. (e) There are no voting trusts or other agreements or understandings to which any Acquired Company is a party with respect to the voting of the equity interests of an Acquired Company. (f) None of the Acquired Companies owns, directly or indirectly, any capital stock or other equity interests of any Person, in each case, other than another Subsidiary the capital stock or other equity interests of the Companyan Acquired Subsidiary.

Capitalization of the Acquired Companies. (a) The entire authorized capital stock of the Company consists of One Thousand (1,000) shares of the Company’s Common Stock, of which, as As of the date of this Agreement, One Thousand (1,000) Shares are issued and outstanding. All 100% of the outstanding shares of capital stock Membership Interests are, and on the Closing Date 100% of the Company Membership Interests will be, held of record by Seller. The Membership Interests have been duly authorized, authorized and validly issued and are fully paid and non-assessable, have not been issued in violation assessable and are free of any preemptive pre-emptive rights, and were issued in compliance with all Applicable Laws. Section 3.04(a) of the Disclosure Schedules accurately sets forth, as of the date of this Agreement, the name of each Person that is the record owner as reflected in the stock records of the Company of any shares of Common Stock and the number of such shares so owned by such Person, and such shares are owned by each such Person free and clear of all Liens (other than Permitted Liens). Other than as set forth in Section 3.04(b) of the Disclosure Schedules, the number of such shares set forth as being so owned by such Person constitutes the entire interest of such Person in the issued and outstanding capital stock or voting securities of the Company. (b) As of the date hereof, except as described in Section 3.04(b) of the Disclosure Schedules, there are no outstanding options, warrants or other rights of any Person to acquire any Shares or any other equity securities of, or any equity interests in, the Company or its Subsidiaries, or securities exercisable or exchangeable for, or convertible into, equity securities of, or equity interests in, the Company or its Subsidiaries (“Company Convertible Securities”). Active 37496756.2 25 (c) Section 3.04(c) of the Disclosure Schedules sets forth a true and complete list of the name and jurisdiction of organization of the Acquired Companies and, with respect to each Company Subsidiary, its authorized and issued and outstanding equity interests. Except as set forth in Section 3.04(c3.03(b) of the Seller Disclosure Schedules, all the issued and outstanding equity interests in each Acquired Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable and are owned, directly or indirectly, by Target free and clear of all Liens, other than Permitted Liens. (c) Except as set forth in Section 3.03(a), (i) no Acquired Company owns has any membership interests issued or outstanding and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock to which any Acquired Company is a party obligating such Acquired Company to (A) issue, transfer or sell any shares or other equity interests of an Acquired Company or securities convertible into or exchangeable for such shares or equity interests (in each case other than to a wholly owned Acquired Subsidiary of such Acquired Company); (B) grant, extend or interests enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (C) redeem or otherwise acquire any such shares or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Person that is not wholly owned by an Acquired Company. (d) No Acquired Company has outstanding bonds, debentures, notes or other similar obligations with the right to vote (or that are convertible into or exercisable for securities having the right to vote) with the members of such Acquired Company on any matter. (e) There are no voting trusts or other agreements or understandings to which any Acquired Company is a party with respect to the voting of the equity interests of an Acquired Company. (f) None of the Acquired Companies owns, directly or indirectly, any capital stock or other equity interests of any Person, in each case, other than another Subsidiary the capital stock or other equity interests of the Companyan Acquired Subsidiary.

Capitalization of the Acquired Companies. (a) The As of the date of this Agreement, the entire authorized capital stock of each Acquired Company is as set forth on Schedule 3.5. As of the date hereof and as of the Closing Date, the entire issued and outstanding shares of capital stock of the Company consists of One Thousand (1,000) 4,423,991 shares of the Company’s Common Stock, of which, as of the date of this Agreement, One Thousand (1,000) Shares are issued and outstanding. All of the outstanding shares of capital stock of the each Acquired Company have been duly authorized, validly issued issued, and are fully paid and non-assessable, have not been issued in violation . None of the Acquired Companies has violated any preemptive or other similar rights of any preemptive rightsPerson in connection with the issuance or redemption of any of its equity interests. The Acquired Companies hold no shares of their respective capital stock in their respective treasuries. The Shares represent all of the issued and outstanding shares of capital stock of the Company. The Acquired Companies have delivered to the Buyer true, accurate and were issued complete copies of the stock ledger of each Acquired Company which reflects all issuances, transfers, repurchases and cancellations of shares of its capital stock. All of the outstanding equity interests in compliance with all Applicable Lawseach of the Company’s Subsidiaries are set forth on Schedule 3.5 and are validly issued, fully paid and non-assessable. Section 3.04(aExcept for a 30% record and beneficial interest in fliCharge International Ltd., the Company is the beneficial owner (and the Company or the Company’s Subsidiary listed on Schedule 3.5 is the record owner) of all of the Disclosure Schedules accurately sets forthequity interests in the Company’s Subsidiaries and holds such equity interests free and clear of all Encumbrances except as are imposed by applicable securities laws. Except for the Subsidiaries set forth on Schedule 3.5, the Company does not own, directly or indirectly, any membership interests, partnership interests or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any membership interests, partnership interests or voting securities of, or other equity interests in, any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity. Except as disclosed on Schedule 3.5: (a) there are no preemptive rights or other similar rights in respect of any equity interests in any Acquired Company, (b) to the Company’s Knowledge, except as imposed by applicable securities laws, there are no Encumbrances on, or other contractual obligations relating to, the ownership, transfer or voting of any equity interests in any Acquired Company, or otherwise affecting the rights of any holder of the equity interests in any Acquired Company, (c) except for the Contemplated Transactions, there is no contractual obligation, or provision in the organizational documents of any Acquired Company which obligates it to purchase, redeem or otherwise acquire, or make any payment (including any dividend or distribution) in respect of, any equity interests in any Acquired Company and (d) there are no existing rights with respect to registration under the 1933 Act of any equity interests in any Acquired Company. As of the date of this Agreement, the name there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of each Person any character that is the record owner as reflected in the stock records of have been issued or agreed, or are otherwise known, by the Company of relating to any shares of Common Stock and the number of such shares so owned by such Person, and such shares are owned by each such Person free and clear of all Liens (other than Permitted Liens)equity ownership interests in any Acquired Company. Other than as set forth in Section 3.04(b) of the Disclosure Schedules, the number of such shares set forth as being so owned by such Person constitutes the entire interest of such Person in the issued and outstanding capital stock or voting securities of the Company. (b) As of the date hereof, except as described in Section 3.04(b) of the Disclosure Schedulesthis Agreement, there are no outstanding or authorized options, warrants warrants, convertible securities or other rights rights, agreements, arrangements or commitments of any Person character obligating the Sellers to acquire issue or sell any Shares interest in any Acquired Company. As of the Closing Date, there will not be any outstanding or any other equity securities ofauthorized options, warrants, convertible securities, or other rights, agreements, arrangements or commitments of any character relating to any equity ownership interests in, of any Acquired Company or obligating the Sellers or the Company to issue or its Subsidiariessell any interest in any Acquired Company. No Acquired Company has any outstanding, or securities exercisable or exchangeable for, or convertible intoauthorized any, equity securities ofappreciation, phantom equity, profit participation or equity interests insimilar rights. To the Company’s Knowledge there are no voting trusts, the Company stockholder agreements, proxies or its Subsidiaries (“Company Convertible Securities”). Active 37496756.2 25 (c) Section 3.04(c) of the Disclosure Schedules sets forth a true and complete list of the name and jurisdiction of organization of the Acquired Companies and, other agreements or understandings in effect with respect to each Company Subsidiary, its authorized and issued and outstanding equity interests. Except as set forth in Section 3.04(c) the voting or transfer of any of the Disclosure Schedules, no Acquired Company owns any equity securities of or interests in any Person other than another Subsidiary of the CompanyShares.