Capitalization; Ownership Interests. Parent is the sole record and beneficial owner of a 100% membership interest in Seller, which interest has been validly issued and is nonassessable. Except as set forth on Schedule 4.2 of the Seller Disclosure Schedules, (a) there are no other equity interests of Seller issued or outstanding, and (b) there are no options, warrants, convertible debt, or other derivative securities, phantom equity rights or similar rights or interests issued by Seller or relating to any equity interests or voting securities of Seller.
Capitalization; Ownership Interests. All outstanding shares of capital stock of the Company are owned by Shareholder as set forth on the signature page of this Agreement. The ESP stock constitutes all the issued and outstanding capital stock of the Company, is fully paid and non-assessable and may be freely transferred by the Shareholder to the Purchaser. No warrants, subscriptions, calls or other rights or commitments to issue or acquire any capital stock or other securities of the Company or rights or obligations of any kind convertible into securities of any kind or class of the Company are authorized, outstanding or otherwise existing. Except as described in the Disclosure Schedule there are no agreements or understandings of any kind to which the Company is a party or by which it is bound relating to the issuance, voting, purchase, repurchase, redemption or transfer of stock or other equity interest of the Company or any other securities of any Company and no agreements or other understandings as to joint venture, profit sharing or other interests in operations or ownership. No stock or other equity interest in the Company has been issued or sold and delivered in violation of any preemptive or similar right or in violation of any corporate, business organization or securities law. No shareholder or equity owner or former shareholder or equity owner and no shareholder of any corporation or other entity heretofore merged or consolidated with or into the Company or its predecessors has any claim or cause of action whatsoever against it or its shareholders or equity owners arising out of or in any way connected with any occurrence or state of facts in existence prior to the date of this Agreement and no such shareholder equity owner or former shareholder or equity owner shall come to have any claim or cause of action whatsoever against the Company or the Seller or the Purchaser arising out of or in any way connected with any occurrence or state of facts in existence prior to the date of this Agreement.
Capitalization; Ownership Interests. All outstanding shares of capital stock of the Public Company are owned by Shareholders as set forth on Exhibit A of this Agreement. No warrants, subscriptions, calls or other rights or commitments to issue or acquire any capital stock or other securities of the Public Company or rights or obligations of any kind convertible into securities of any kind or class of the Public Company are authorized, outstanding or otherwise existing. Except as described in the Disclosure Schedule there are no agreements or understandings of any kind to which the Public Company is a party or by which it is bound relating to the issuance, voting, purchase, repurchase, redemption or transfer of stock or other equity interest of the Public Company or any other securities of any Company and no agreements or other understandings as to joint venture, profit sharing or other interests in operations or ownership. No stock or other equity interest in the Public Company has been issued or sold and delivered in violation of any preemptive or similar right or in violation of any corporate, business organization or securities law. No shareholder or equity owner or former shareholder or equity owner and no shareholder of any corporation or other entity heretofore merged or consolidated with or into the Public Company or its predecessors has any claim or cause of action whatsoever against it or its shareholders or equity owners arising out of or in any way connected with any occurrence or state of facts in existence prior to the date of this Agreement and no such shareholder, equity owner, or former shareholder or equity owner shall come to have any claim or cause of action whatsoever against the Public Company or the Public Company arising out of or in any way connected with any occurrence or state of facts in existence prior to the date of this Agreement.
