Common use of Capitalization of the Transferred Entities Clause in Contracts

Capitalization of the Transferred Entities. (a) The Transferred Interests are duly authorized, validly issued, fully paid and nonassessable and owned by Sellers, free and clear of all Liens, other than Permitted Liens. Except for the Transferred Interests or any interest held by a Transferred Entity, there are no shares of capital stock or other equity interests of any Transferred Entities authorized, reserved, issued or outstanding, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments of any character relating to the issued or unissued share capital or other 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 equity interests of any Transferred Entity, and no such rights are authorized, issued or outstanding. None of the Transferred Entities has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible or exchangeable into or exercisable for equity interests having the right to vote) with the equityholders of such Transferred Entity on any matter. (b) There are no voting trusts or other agreements or understandings to which any Transferred Entity is a party with respect to the voting of the Transferred Interests. (c) Except for ownership of other Transferred Entities, no Transferred Entity owns any capital stock, membership interests, security or other interest in any other Person.

Capitalization of the Transferred Entities. (a) The Transferred Equity Interests are duly authorized, authorized and validly issued, and are, to the extent applicable, fully paid and nonassessable non-assessable, and are owned beneficially and of record by Sellersthe entities set forth on Annex A, free and clear of all Liens, other than Permitted Liensexcept restrictions on transfer under applicable securities Laws and this Agreement. Seller, or the applicable Transferred Entity set forth on Annex A, has good and marketable title to all of the Equity Interests of each of the Transferred Entities. Except for the Transferred Equity Interests or and any interest held by a Transferred Entity, there are no shares of capital common stock or preferred stock, units, membership interests, or other equity interests securities of any Transferred Entities authorized, reserved, Entity issued or outstanding, and 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, arrangements or commitments equity securities of any character relating to the issued or unissued share capital or other 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 interests securities of any Transferred Entity, and no securities evidencing such rights are authorized, issued or outstanding. None of the Transferred Entities has any outstanding bonds, debentures, notes or other obligations that provide the holders of which have thereof the right to vote (or are convertible or exchangeable into or exercisable for equity interests securities having the right to vote) with the equityholders equity holders of such Transferred Entity on any matter. (b) There are no voting trusts or other agreements or understandings to which any Transferred Entity is a party with respect to the voting . None of the Transferred Interests. (c) Except for ownership of Entities directly or indirectly owns any equity securities or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any equity securities or similar interest in, any corporation, partnership, limited liability company, joint venture or other Transferred Entities, no business association or entity other than in another Transferred Entity owns 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 stock, membership interests, security or other interest contribution) in any other Person.

Capitalization of the Transferred Entities. (a) The Transferred Interests are duly authorized, validly issued, fully paid and nonassessable and owned by Sellersthe applicable Selling Sub, free and clear of all Liens, other than Permitted . The Transferred Entities own the equity interests in their Subsidiaries free and clear of all Liens. Except for the Transferred Interests or any interest held by a Transferred Entity, there There are no shares of capital common stock or other equity preferred stock or similar partnership interests of any Transferred Entities Entity authorized, reserved, issued or outstanding, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments of any character relating to the issued or unissued share capital or other 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 interests securities of any Transferred Entity, and no securities evidencing such rights are authorized, issued or outstanding. None of the Transferred Entities has have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible or exchangeable into or exercisable for equity interests securities having the right to vote) with the equityholders stockholders or other equity owners of such Transferred Entity on any matter. (b) There are no voting trusts or other agreements or understandings to which any Transferred Entity is a party with respect to the voting of the Transferred InterestsInterests or interests held in other Transferred Entities. (c) Except The following information for ownership of other Transferred Entities, no each Transferred Entity owns any capital stockis set forth in Section 3.2(c) of the Seller Disclosure Schedule: (i) its name and jurisdiction of incorporation or organization, membership interests(ii) to the knowledge of Seller after due inquiry, security or the names of the other interest in holders, if any, and their type of ownership and percentage interest, and (iii) any other Personloans from Seller or any Selling Sub, or priority payments due to Seller or any Selling Sub, and the rate of return thereon.

Capitalization of the Transferred Entities. (a) The Shares and the shares of capital stock and other equity interests of each Transferred Interests Entity are duly authorized, validly issued, fully paid and nonassessable and owned by SellersSeller or another Transferred Entity, free and clear of all Liens, Liens other than Permitted Liens. transfer restrictions imposed by applicable Law. (b) Except for the Transferred Interests or Shares and any interest held by a Transferred Entity, there are no shares of capital common stock, preferred stock or other equity interests of any Transferred Entities authorized, reserved, Entity issued or and outstanding, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments of any character relating to the issued or unissued share capital or other 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 interests securities of any Transferred Entity, and no securities evidencing such rights are authorized, issued or outstanding. None of the Transferred Entities has any outstanding bonds, debentures, notes or other obligations that provide the holders of which have thereof the right to vote (or are convertible or exchangeable into or exercisable for equity interests securities having the right to vote) with the equityholders stockholders of such Transferred Entity on any matter. (b) There are no voting trusts or other agreements or understandings to which any Transferred Entity is a party with respect to the voting of the Transferred Interests. (c) Except for ownership of other Transferred Entities, no Transferred Entity owns any capital stock, membership interests, security or other interest in any other Person.

Capitalization of the Transferred Entities. (a) The Shares constitute all of the issued and outstanding capital stock and other equity interests of the Transferred Interests Companies. The Shares are duly authorized, validly issued, fully paid and nonassessable and the Shares are owned by Sellers, the Sellers free and clear of all Liens, Liens (other than Permitted Liensany restrictions on transfer imposed by federal, state or local securities laws). Except for the Transferred Interests or any interest held by a Transferred EntityShares, there are no shares of capital common stock, preferred stock or other equity interests of any Transferred Entities authorized, reserved, Company issued or outstanding, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, performance shares, repurchase rights, voting rights, contingent value rights, “phantom share,” convertible, exercisable, or exchangeable securities or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other agreementsequity interests of, arrangements or commitments of any character relating to the issued or unissued share capital or other ownership interest in in, any of the Transferred Entities Company or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, or any equity interests agreements providing for the issuance (contingent or otherwise) of, any securities of any Transferred EntityCompany, and no securities evidencing such rights are authorized, issued or outstanding. None of the Transferred Entities Companies has any outstanding bonds, debentures, notes or other obligations that provide the holders of which have thereof the right to vote (or are convertible or exchangeable into or exercisable for equity interests securities having the right to vote) with the equityholders stockholders of such Transferred Entity Company on any matter. (b) There are no voting trusts Upon Closing, Purchaser will, directly or other agreements or understandings to which any Transferred Entity is a party with respect to the voting indirectly, (i) own one-hundred percent (100%) of the Shares and the Subsidiary Shares and (ii) have good and valid title to all of the outstanding capital stock and other equity interests of each Transferred InterestsCompany and Transferred Company Subsidiary, in each case, free and clear of all Liens (other than any restrictions on transfer imposed by federal, state or local securities laws). (c) The Transferred Companies own all of the issued and outstanding capital stock and other equity interests (the “Subsidiary Shares”) of each Transferred Company Subsidiary. Other than the Transferred Company Subsidiaries, none of the Transferred Entities has any Subsidiaries. The Subsidiary Shares are duly authorized, validly issued, fully paid and nonassessable and the Subsidiary Shares are owned by the Transferred Companies, in each case, free and clear of all Liens (other than any restrictions on transfer imposed by federal, state or local securities laws). Except for ownership the Subsidiary Shares, there are no shares of common stock, preferred stock or other equity interests of any Transferred EntitiesCompany Subsidiary issued or outstanding, and there are no Transferred Entity owns preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, performance shares, repurchase rights, voting rights, contingent value rights, “phantom share,” convertible, exercisable, or exchangeable securities or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock, membership interests, security stock or other equity interests of, or other ownership interest in in, any Transferred Company Subsidiary or any other Personsecurities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, or any agreements providing for the issuance (contingent or otherwise) of, any securities of any Transferred Company Subsidiary, and no securities evidencing such rights are issued or outstanding. None of the Transferred Company Subsidiaries has any outstanding bonds, debentures, notes or other obligations that provide the holders thereof the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of such Transferred Company Subsidiary on any matter. The Sellers have made available to Purchaser true and complete copies of each Transferred Company’s Organizational Documents as in effect on the date of this Agreement.

Capitalization of the Transferred Entities. (a) The Transferred Interests constitute the entire membership interests in the Transferred Entities and are duly authorized, validly issued, fully paid and nonassessable and collectively wholly owned by SellersDFI or NES, as applicable, free and clear of all Liens, other than Permitted except for any Liens set forth on Schedule 3.2(a). The delivery of the Acquired Interests to Buyer pursuant to the terms of this Agreement will transfer to Buyer valid direct or indirect title to and ownership of all of the Transferred Interests, free and clear of any Liens, except for any Liens set forth on Schedule 3.2(a). Except for the Transferred Interests or any interest held by a Transferred EntityInterests, there are no shares of capital stock or other equity interests of any Transferred Entities authorized, reserved, issued or outstanding, and except as set forth on Schedule 3.2(a), there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock equity appreciation rights, calls, subscriptions, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments Contracts of any character relating to the issued or unissued share capital or other 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 EntityEntity or which obligate any of the Transferred Entities to issue any of its membership 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 on Schedule 3.2(a), and no such rights are authorizedTransferred Entity has an obligation (contingent or otherwise) to purchase, issued redeem or outstandingotherwise acquire any of its securities or ownership interests or to pay any dividend or make any distribution in respect thereof. None of the Newpark Entities or the Transferred Entities has agreed to register any outstanding bondsownership interests in or securities of the Transferred Entities under the Securities Act or under any state securities Law. Except as set forth in Schedule 3.2(a), debenturesnone of DFI or NES is party to (i) any Contract (other than this Agreement) that could require such entity to sell, notes 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 obligations Contract that may affect the holders voting or transfer of which have any of the right to vote (Transferred Interests or are convertible or exchangeable into or exercisable for any other equity interests having in any of the right to vote) with the equityholders of such Transferred Entity on any matterEntities. (b) There are no voting trusts or other agreements or understandings to which any Transferred Entity is a party with respect to the voting All of the Transferred InterestsInterests have been duly authorized, are validly issued and are fully paid and non-assessable and were not issued in violation of (i) the Securities Act or any applicable state securities laws or (ii) any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. (c) All Transferred Entities and their respective jurisdictions of organization, and for each Transferred Entity the number of outstanding units or percentage interests or other equity interests in such Transferred Entity and the identity of the holders of such units or interests, are identified in Schedule 3.2(c). (d) Except for (i) NES’s ownership of other Transferred Entitiesinterests in NES Management and NES Mississippi as of the date of this Agreement and (ii) NES’s ownership of interests in NES Management (but not in NES Mississippi, all of which interests will be transferred prior to Closing pursuant to the NES Mississippi Transfer Agreement) as of the Closing Date, no Transferred Entity owns or controls, directly or indirectly, any capital stock, membership interests, security or other equity interest or any voting rights in any other Person. (e) Schedule 3.2(e) sets for a true and complete list of all Predecessors.