Common use of Capitalization of the Transferred Entities Clause in Contracts

Capitalization of the Transferred Entities. (a) The Transferred Interests constitute the entire membership or partnership interests, as applicable, in the Transferred Entities and are collectively wholly owned by DFI, Newpark Texas or NESI, as applicable, free and clear of all Liens other than the Liens described in Section 3.2(a) of the Newpark Disclosure Schedule and have not been issued in violation of any preemptive or similar rights. Except for the Transferred Interests, there are no other equity interests of any Transferred Entities reserved, issued or outstanding, and except as set forth in the Organizational Documents of any Transferred Entity, there are no preemptive or other outstanding rights, options, warrants, equity appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements of any character relating to the issued or unissued ownership interest in any of the Transferred Entities or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities or other equity interests of any Transferred Entity or which obligate any of the Transferred Entities to issue any of its membership or partnership interests, as applicable, or other securities or which otherwise relate to the sale or transfer by any Transferred Entity of any of its ownership interests or securities (whether debt or equity). Except as set forth in the Organizational Documents of any Transferred Entity, no Transferred Entity has an obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its securities or ownership interests or to pay any dividend or make any distribution in respect thereof. Neither Newpark, DFI, Newpark Texas nor any of the Transferred Entities have agreed to register any ownership interests in or securities of the Transferred Entities under the Securities Act of 1933, as amended (the “Act”), or under any state securities Law.

Capitalization of the Transferred Entities. (a) The Transferred Interests constitute the entire membership or partnership interests, as applicable, interests in the Transferred Entities and are collectively wholly owned by DFI, Newpark Texas DFI or NESINES, as applicable, free and clear of all Liens, except for any Liens other than the Liens described in Section set forth on Schedule 3.2(a) ). The delivery of the Newpark Disclosure Schedule Acquired Interests to Buyer pursuant to the terms of this Agreement will transfer to Buyer valid direct or indirect title to and have not been issued in violation ownership of all of the Transferred Interests, free and clear of any preemptive or similar rightsLiens, except for any Liens set forth on Schedule 3.2(a). Except for the Transferred Interests, there are no other equity interests of any Transferred Entities reserved, issued or outstanding, and except as set forth in the Organizational Documents of any Transferred Entityon Schedule 3.2(a), there are no preemptive or other outstanding rights, options, warrants, equity appreciation rights, calls, subscriptions, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements Contracts of any character relating to the issued or unissued ownership interest in any of the Transferred Entities or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities or other equity interests of any Transferred Entity or which obligate any of the Transferred Entities to issue any of its membership or partnership interests, as applicable, interests or other securities or which otherwise relate to the sale or transfer by any Transferred Entity of any of its ownership interests or securities (whether debt or equity). Except as set forth in the Organizational Documents of any Transferred Entityon Schedule 3.2(a), no Transferred Entity has an obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its securities or ownership interests or to pay any dividend or make any distribution in respect thereof. Neither Newpark, DFI, None of the Newpark Texas nor any of Entities or the Transferred Entities have has agreed to register any ownership interests in or securities of the Transferred Entities under the Securities Act of 1933, as amended (the “Act”), or under any state securities Law. Except as set forth in Schedule 3.2(a), none of DFI or NES is party to (i) any Contract (other than this Agreement) that could require such entity to sell, transfer or otherwise dispose of any of the Transferred Interests or any other ownership interest or security in any of the Transferred Entities or (ii) any voting trust, voting agreement, equityholders agreement, proxy or other Contract that may affect the voting or transfer of any of the Transferred Interests or any other equity interests in any of the Transferred Entities.

Capitalization of the Transferred Entities. (a) The Transferred Interests constitute the entire membership or partnership interests, as applicable, in the Transferred Entities and are collectively wholly owned by DFI, Newpark Texas or NESI, as applicable, free and clear of all Liens other than the Liens described in Section 3.2(a) of the Newpark Disclosure Schedule and have not been issued in violation of any preemptive or similar rights. Except for the Transferred Interests, there are no other equity interests of any Transferred Entities reserved, issued or outstanding, and except as set forth in Section 3.2(a) of the Organizational Documents of any Transferred EntityNewpark Disclosure Schedule, there are no preemptive or other outstanding rights, options, warrants, equity appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements of any character relating to the issued or unissued ownership interest in any of the Transferred Entities or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities or other equity interests of any Transferred Entity or which obligate any of the Transferred Entities to issue any of its membership or partnership interests, as applicable, or other securities or which otherwise relate to the sale or transfer by any Transferred Entity of any of its ownership interests or securities (whether debt or equity). Except as set forth in Section 3.2(a) of the Organizational Documents of any Transferred EntityNewpark Disclosure Schedule, no Transferred Entity has an obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its securities or ownership interests or to pay any dividend or make any distribution in respect thereof. Neither Newpark, DFI, Newpark Texas nor any of the Transferred Entities have agreed to register any ownership interests in or securities of the Transferred Entities under the Securities Act of 1933, as amended (the “Act”), or under any state securities Law.

Capitalization of the Transferred Entities. Set forth on Section 3.2(a) of the Parent Disclosure Schedule is, (ai) The as of the date hereof, and (ii) after giving effect to the Pre-Closing Restructuring and as of immediately prior to the Closing, the number or percentage held by the Sellers of issued and outstanding Shares for each of the Transferred Interests constitute the entire membership or partnership interestsCompanies, as applicable, in other than the Transferred Entities and that will be formed prior to Closing pursuant to Section 5.19. The outstanding Shares are collectively wholly owned of record by DFI, Newpark Texas or NESI, as applicable, the Sellers free and clear of all Liens (other than Permitted Liens), and in the Liens described in amounts or percentages set forth, on Section 3.2(a). The Shares (i) of the Newpark Disclosure Schedule are duly authorized, validly issued, fully paid and have nonassessable and (ii) were not been issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights. The equity owners of each Transferred Entity (other than the Transferred Entities that will be formed prior to Closing pursuant to Section 5.19, which, in each case, will be owned as of the Closing as set forth on Section 5.19 of the Parent Disclosure Schedule) as of the date hereof are listed on Section 3.2(b) of the Parent Disclosure Schedule. Except for the Shares and any interest held by a Transferred InterestsEntity, there are no shares of common stock, preferred stock or other equity interests of any Transferred Entities reserved, Entity issued or outstanding, and except as set forth in the Organizational Documents of any Transferred Entity, there are no preemptive or other outstanding rights, subscriptions, options, warrants, equity stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, exercisable or exchangeable securities or other agreements of any character relating to the issued or unissued ownership interest in any of the Transferred Entities Entity or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities or other equity interests of any Transferred Entity or which obligate any of the Transferred Entities to issue any of its membership or partnership interests, as applicable, or other securities or which otherwise relate to the sale or transfer by any Transferred Entity of any of its ownership interests or securities (whether debt or equity). Except as set forth in the Organizational Documents of any Transferred Entity, and no Transferred Entity has an obligation (contingent securities evidencing such rights are issued or otherwise) to purchase, redeem or otherwise acquire any of its securities or ownership interests or to pay any dividend or make any distribution in respect thereofoutstanding. Neither Newpark, DFI, Newpark Texas nor any None of the Transferred Entities have agreed has any outstanding bonds, debentures, notes or other obligations that provide the holders thereof the right to register vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of such Transferred Entity on any ownership interests in or securities of the Transferred Entities under the Securities Act of 1933, as amended (the “Act”), or under any state securities Lawmatter.

Capitalization of the Transferred Entities. (a) The Transferred Interests constitute Shares are duly authorized, validly issued, fully paid and non-assessable and owned by the entire membership or partnership interestsSellers, as applicable, in and free and clear of all Liens other than Permitted Liens. Each Seller is the Transferred Entities record and are collectively wholly owned beneficial owner of the Shares set forth opposite such Seller’s name on Section 3.4 of the Parent Disclosure Schedule, which sets forth the class and number of Shares held by DFIsuch Seller, Newpark Texas or NESI, as applicableand each Seller has good and valid title to the Shares it owns, free and clear of all Liens other than the Liens described in Section 3.2(a) of the Newpark Disclosure Schedule and have not been issued in violation of any preemptive or similar rightsPermitted Liens. Except for the Transferred InterestsShares or as otherwise set forth in Section 4.5 of the Parent Disclosure Schedule, (i) there are no other equity interests Equity Interests of any Transferred Entities reserved, Entity issued or outstanding, and except as set forth in the Organizational Documents of any Transferred Entity, (ii) there are no preemptive or other outstanding rights, subscriptions, options, warrants, equity stock appreciation rights, rights of first refusal, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements of any character relating to the issued Equity Interest or unissued ownership interest in any of the Transferred Entities Entity or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities or other equity interests Equity Interests of any Transferred Entity Entity, and no Equity Interests evidencing such rights are issued or which obligate any outstanding. Section 4.5 of the Parent Disclosure Schedule contains a true, correct and complete list of each of the Transferred Entities to issue any Entities, the jurisdiction of its membership incorporation or partnership interests, as applicable, or other securities or which otherwise relate to organization and the sale or transfer by any direct owner of the outstanding Equity Interests of such Transferred Entity of any of its ownership interests or securities (whether debt or equity)Entity. Except as set forth in Section 4.5 of the Parent Disclosure Schedule, no Transferred Entity (x) owns, directly or indirectly, any equity interest in any Person or (y) is a party to any joint venture, partnership or similar relationship, or buy-sell agreement, stockholders’ agreement or similar Contract. Except as set forth on Section 4.5 of the Parent Disclosure Schedule, all Equity Interests described on Section 4.5 of the Parent Disclosure Schedule are duly authorized, validly issued, fully paid and non-assessable and owned by another Transferred Entity, as applicable, and free and clear of all Liens other than Permitted Liens. Parent has made available to Purchaser true, complete and correct copies of the Organizational Documents of any Transferred Entity, no Transferred Entity has an obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its securities or ownership interests or to pay any dividend or make any distribution in respect thereof. Neither Newpark, DFI, Newpark Texas nor any each of the Transferred Entities have agreed to register any ownership interests in or securities of the Transferred Entities under the Securities Act of 1933, as amended (the “Act”), or under any state securities LawEntities.

Capitalization of the Transferred Entities. (a) The Transferred Equity Interests constitute are duly authorized and validly issued, and are, to the entire membership or partnership interests, as extent applicable, in the Transferred Entities fully paid and non-assessable, and are collectively wholly owned beneficially and of record by DFI, Newpark Texas or NESI, as applicablethe entities set forth on Annex A, free and clear of all Liens other than Liens, except restrictions on transfer under applicable securities Laws and this Agreement. Seller, or the Liens described in Section 3.2(a) applicable Transferred Entity set forth on Annex A, has good and marketable title to all of the Newpark Disclosure Schedule and have not been issued in violation Equity Interests of any preemptive or similar rightseach of the Transferred Entities. Except for the Equity Interests and any interest held by a Transferred InterestsEntity, there are no shares of common stock or preferred stock, units, membership interests, or other equity interests securities of any Transferred Entities reserved, Entity issued or outstanding, and except as set forth in the Organizational Documents of any Transferred Entity, there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock or equity appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements equity securities of any character relating to the issued or unissued ownership interest in any of the Transferred Entities Entity or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities or other equity interests of any Transferred Entity or which obligate any of the Transferred Entities to issue any of its membership or partnership interests, as applicable, or other securities or which otherwise relate to the sale or transfer by any Transferred Entity of any of its ownership interests or securities (whether debt or equity). Except as set forth in the Organizational Documents of any Transferred Entity, and no Transferred Entity has an obligation (contingent securities evidencing such rights are issued or otherwise) to purchase, redeem or otherwise acquire any of its securities or ownership interests or to pay any dividend or make any distribution in respect thereofoutstanding. Neither Newpark, DFI, Newpark Texas nor any None of the Transferred Entities have agreed has any outstanding bonds, debentures, notes or other obligations that provide the holders thereof the right to register vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the equity holders of such Transferred Entity on any ownership interests in or securities matter. None of the Transferred Entities under the Securities Act of 1933, as amended (the “Act”)directly or indirectly owns any equity securities or similar interest in, or under any state interest convertible into or exchangeable or exercisable for, at any time, any equity securities Lawor similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity other than in another Transferred Entity as set forth on Annex A. None of the Transferred Entities are subject to any obligation or requirement to provide funds for or to make any investment (including in the form of a loan or capital contribution) in any Person.

Capitalization of the Transferred Entities. Schedule 4.2 sets forth a correct and complete list of the authorized (a) The to the extent applicable), issued and outstanding limited liability company interests of the Transferred Interests constitute Entities. There are no other limited liability company interests or other equity securities of the entire membership Transferred Entities authorized (to the extent applicable), issued, reserved for issuance or partnership outstanding and no outstanding or authorized options, warrants, convertible or exchangeable securities, subscriptions, rights (including any preemptive rights), stock appreciation rights, calls or commitments relating to the limited liability company interests of, or other equity or voting interest in, the Transferred Entities, to which the Transferred Entities is a party or is bound requiring the issuance, delivery or sale of limited liability company interests or other equity securities of the Transferred Entities. Each of the issued and outstanding limited liability company interests or other equity interests, as applicable, in of each Transferred Entity is duly authorized, validly issued, fully paid and non-assessable (to the Transferred Entities extent applicable) and are collectively wholly is directly owned of record by DFI, Newpark Texas or NESI, as applicablethe Sellers, free and clear of all Liens any Encumbrances other than the Liens described in Section 3.2(a(i) of the Newpark Disclosure Schedule and have not been issued in violation of any preemptive or similar rights. Except for the Transferred Interests, there are no other equity interests of any Transferred Entities reserved, issued or outstanding, and except as set forth in the Organizational Documents of any Transferred Entity, there are no preemptive or other outstanding rights, options, warrants, equity appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements of any character Encumbrances relating to the issued transferability of securities under applicable securities Laws and (ii) Encumbrances created by Buyer’s or unissued ownership its Affiliates’ acts. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the limited liability company interests of, or other equity or voting interest in in, the Transferred Entities to which any of the Transferred Entities is a party or any is bound. The Transferred Entities have no authorized or outstanding bonds, debentures, notes or other securities indebtedness (A) the holders of which have the right to vote or obligations (B) convertible or into, exchangeable into or exercisable for, or giving any Person a evidencing the right to subscribe for or acquireacquire securities having the right to vote, any securities or other equity interests with the members of any Transferred Entity or which obligate any of the Transferred Entities on any matter. There are no Contracts to issue which any of its membership the Transferred Entities is a party or partnership interests, as applicable, or other securities or by which otherwise relate it is bound to the sale or transfer by any Transferred Entity of any of its ownership interests or securities (whether debt or equity). Except as set forth in the Organizational Documents of any Transferred Entity, no Transferred Entity has an obligation (contingent or otherwisex) to purchaserepurchase, redeem or otherwise acquire any limited liability company interests of, or other equity or voting interest in, such Transferred Entity or (y) vote or dispose of its securities any limited liability company interests of, or ownership other equity or voting interest in, such Transferred Entity. There are no irrevocable proxies and no voting agreements with respect to any limited liability company interests of, or to pay any dividend other equity or make any distribution in respect thereof. Neither Newparkvoting interest in, DFI, Newpark Texas nor any of the Transferred Entities have agreed to register any ownership interests in or securities of the Transferred Entities under the Securities Act of 1933, as amended (the “Act”), or under any state securities LawEntities.

Capitalization of the Transferred Entities. (a) The Transferred Interests constitute Shares are duly authorized, validly issued, fully paid and non-assessable and owned by the entire membership or partnership interestsSellers, as applicableapplicable and as set forth on Section 4.5 of the Parent Disclosure Schedule, in and upon the Transferred Entities and are collectively wholly owned by DFI, Newpark Texas or NESI, as applicableconsummation of the Closing, free and clear of all any Liens (other than as may arise under applicable securities Laws). No Transferred Entity has any Liability for the Liens described in Section 3.2(a) payment of any dividend or distribution. None of the Newpark Disclosure Schedule Transferred Entities is under any obligation to register under the Securities Act or any other applicable Law the Shares or any other securities of the Transferred Entities, whether currently outstanding or that may subsequently be issued prior to the Closing. All issued and have not been outstanding Shares were issued in violation compliance with applicable Law and all requirements set forth in any of the Organizational Documents of the Transferred Entities, and in compliance with any preemptive applicable Contracts to which any of the Transferred Entities is a party or similar rightsby which any of the Transferred Entities or any of its assets are bound. (b) Except for the Transferred InterestsShares, (i) there are no other equity interests Equity Interests of any Transferred Entities reserved, Entity issued or outstanding, and except as set forth in the Organizational Documents of any Transferred Entity, (ii) there are no preemptive or other outstanding rights, share schemes, subscriptions, options, warrants, equity stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements of any character relating to the issued or unissued ownership interest in any of the Transferred Entities Entity or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities or other equity interests of any Transferred Entity or which obligate any of the Transferred Entities to issue any of its membership or partnership interests, as applicable, or other securities or which otherwise relate to the sale or transfer by any Transferred Entity of any of its ownership interests or securities (whether debt or equity). Except as set forth in the Organizational Documents of any Transferred Entity, (iii) none of the Transferred Entities has any obligation to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Equity Interests of the Transferred Entities or other rights to purchase or otherwise subscribe for or acquire any Equity Interests or other securities of the Transferred Entities, whether vested or unvested, and (iv) none of the Transferred Entities has agreed to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such Contract. No securities evidencing any of the rights described in the preceding sentenced are issued or outstanding, and no Transferred Entity has an obligation (contingent committed or otherwise) agreed to purchase, redeem or otherwise acquire issue any of its securities or ownership interests or to pay any dividend or make any distribution in respect thereofsuch security. Neither Newpark, DFI, Newpark Texas nor any of Except for the Transferred Entities have agreed to register any ownership interests as set forth in or securities Section 4.5 of the Parent Disclosure Schedule, no Transferred Entities under the Securities Act of 1933Entity (x) owns, as amended directly or indirectly, any equity interest in any Person or (the “Act”)y) is a party to any joint venture, partnership or similar relationship, or under any state securities Law.buy-sell agreement, stockholders’ agreement or similar Contract. Section 4.6