Common use of Capitalization; Ownership of Shares Clause in Contracts

Capitalization; Ownership of Shares. (a) Section 3.03(a) of the Disclosure Schedule sets forth with respect to each Xxxxxx Entity, Holdco and each of the JV Entities its name, the jurisdiction of its organization, its outstanding shares of capital stock or other ownership interests and the current ownership, record and beneficial, of such shares or other ownership interests. (b) All of (x) the Shares, (y) all of the issued and outstanding shares of capital stock or other ownership interests of the Subsidiaries (the “Subsidiary Shares”) and (z) the Relevant Proportion of all of the issued and outstanding shares of capital stock or other ownership interests of the JV Entities (the “JV Shares”) are owned of record and beneficially, directly or indirectly, by the Seller free and clear of all Encumbrances, other than those that will be removed prior to Closing. All of the Shares, the Subsidiary Shares and the JV Shares have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any right of first refusal, purchase option, call option, subscription right, preemptive right or any similar right. (c) There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares or the Subsidiary Shares or obligating the Seller, Holdco or any Xxxxxx Entity to issue or sell any shares of capital stock of, or any other interest in, Holdco or any Xxxxxx Entity to any third person nor are there any voting trusts, stockholder agreements, proxies or other agreements or understandings with third parties in effect with respect to the voting or transfer of any of the Shares or the Subsidiary Shares. There are no bonds, debentures, notes or other Indebtedness of, Holdco or any Xxxxxx Entity having, absent default, the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares or Subsidiary Shares may vote, or whose holders' consent is required in connection with this Agreement or by the Ancillary Agreements. (d) Other than as made available to the Purchaser prior to the date hereof, there are no stockholders’ agreements or other similar agreements with respect to the JV Entities and there are no interests in any JV Entity held by any third party other than as identified in such documents. None of the Xxxxxx Entities, Holdco nor any of the JV Entities have any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights. Other than the Xxxxxx Entities, Holdco and the JV Entities, there are no other corporations, partnerships, joint ventures, or other entities in which Holdco, any Xxxxxx Entity or any JV Entity owns, of record or beneficially, any direct or indirect equity or other interest or any right to acquire the same. Upon the transfer of the Shares to the Purchaser on the Closing Date in accordance with this Agreement, the Seller will deliver to the Purchaser good and valid title to the Shares, free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws.

Capitalization; Ownership of Shares. (a) Section 3.03(a) of the Disclosure Schedule sets forth with respect to a list of each Xxxxxx EntityTransferred Subsidiary, Holdco and sets forth, for each of Transferred Subsidiary, the JV Entities its name, the type of entity, jurisdiction and date of its incorporation or organization, its authorized capital stock, the number and type of its issued and outstanding shares of capital stock or other similar ownership interests of each Transferred Subsidiary and the current ownership, record and beneficial, of such shares or other ownership interests. (b) All of (x) the Shares, (y) all of the Persons owning all the issued and outstanding shares of capital stock or other similar ownership interests of the Subsidiaries (the “Subsidiary Shares”) and (z) the Relevant Proportion of all of each Transferred Subsidiary. All the issued and outstanding shares of capital stock or other similar ownership interests of the JV Entities (the “JV Shares”) are owned of record and beneficially, directly or indirectly, by the Seller free and clear of all Encumbrances, other than those that will be removed prior to Closing. All of the Shares, the each Transferred Subsidiary Shares and the JV Shares have been duly authorized and validly issued and are fully paid and non-assessable nonassessable and were not issued in violation are owned, directly or indirectly, by Guidant, the applicable Share Seller or by a Transferred Subsidiary free and clear of all Encumbrances and free of any restriction on the right to vote, sell or otherwise dispose of first refusalsuch issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary. Except as set forth in Section 3.03(a) of the Disclosure Schedule and except for this Agreement, purchase option, call option, subscription right, preemptive right or any similar right. (c) There there are no options, warrants, calls, subscriptions, convertible securities or other rights, securities, agreements, arrangements or commitments relating to the Shares issued and outstanding shares of capital stock or the similar ownership interests of each Transferred Subsidiary Shares or obligating the SellerGuidant or its Affiliates to issue, Holdco transfer or any Xxxxxx Entity sell, or cause to issue be issued, transferred or sell sold, any shares of capital stock ofor similar ownership interests of any Transferred Subsidiary, or grant, extend or enter into any such agreement, arrangement or commitment. The Shares constitute all the issued and outstanding capital stock of the Transferred Subsidiaries. There are no outstanding contractual obligations of Guidant or its Affiliates to repurchase, redeem or otherwise acquire any Shares or any other interest in, Holdco or any Xxxxxx Entity to any third person nor are there any voting trusts, stockholder agreements, proxies or other agreements or understandings with third parties in effect with respect to the voting or transfer of any of the Shares or the Subsidiary Shares. There are no bonds, debentures, notes or other Indebtedness of, Holdco or any Xxxxxx Entity having, absent default, the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares or Subsidiary Shares may vote, or whose holders' consent is required in connection with this Agreement or by the Ancillary AgreementsTransferred Subsidiaries. (db) Other than as made available to Section 3.03(b) of the Purchaser prior to the date hereof, there are no stockholders’ agreements Disclosure Schedule sets forth a true and complete list of each investment by Guidant or any of its Affiliates in other similar agreements with respect to the JV Entities and there are no interests in any JV Entity held by any third party Persons (other than as identified Affiliates of Guidant) engaged in such documents. None of the Xxxxxx Entities, Holdco nor any of the JV Entities have any outstanding vascular interventional or authorized stock appreciation, phantom stock, profit participation or similar rights. Other than the Xxxxxx Entities, Holdco and the JV Entities, there are no other corporations, partnerships, joint ventures, or other entities in which Holdco, any Xxxxxx Entity or any JV Entity owns, of record or beneficially, any direct or indirect equity or other interest or any right to acquire the same. Upon the transfer of the Shares to the Purchaser on the Closing Date in accordance with this Agreement, the Seller will deliver to the Purchaser good and valid title to the Shares, free and clear of all Encumbrances other than restrictions imposed by applicable securities Lawsendovascular solutions businesses.

Capitalization; Ownership of Shares. (a) The capitalization of each Company and each Subsidiary is set forth in Section 3.03(a) of the Disclosure Schedule sets forth with respect to each Xxxxxx Entity, Holdco and each Schedule. As of the JV Entities its namedate hereof, the jurisdiction of its organization, its outstanding shares of capital stock or other ownership interests and the current ownership, record and beneficial, of such shares or other ownership interests. (b) All of (x) the Shares, (y) all of the issued and outstanding shares of capital stock or other ownership interests of the Subsidiaries (the “each Company and each Subsidiary Shares”) and (z) the Relevant Proportion of all of the issued and outstanding shares of capital stock or other ownership interests of the JV Entities (the “JV Shares”) are owned of record and beneficially, directly or indirectly, by the Seller free and clear of all Encumbrances, other than those that will be removed prior to Closing. All of the Shares, the Subsidiary Shares and the JV Shares have been duly authorized and authorized, validly issued and are issued, fully paid and non-assessable nonassessable, except as set forth in Section 3.03(a) of the Disclosure Schedule, and were not issued in violation of any right preemptive or similar rights. Except as set forth in Section 3.03(a) of first refusalthe Disclosure Schedule, purchase option, call option, subscription right, preemptive right or any similar right. (c) There there are no options, warrants, convertible or exchangeable securities or other rights, agreements, arrangements or commitments relating to the Shares or obligating any of the Subsidiary Shares Sellers, the Companies or obligating the SellerSubsidiaries to issue, Holdco sell or any Xxxxxx Entity to issue or sell transfer any shares of capital stock of, or any other interest in, Holdco the Companies or any Xxxxxx Entity to any third person nor the Subsidiaries. The Shares constitute all the issued and outstanding capital stock of the Companies and are there any voting trustsowned of record and beneficially by the Sellers free and clear of all Encumbrances. Except as set forth in Section 3.03(a) of the Disclosure Schedule, stockholder agreements, proxies all of the capital stock of each Subsidiary is owned directly or other agreements or understandings with third parties in effect with respect to indirectly by the voting or Companies free and clear of all Encumbrances. The transfer of any and delivery of the Shares to the Purchasers as contemplated by this Agreement will transfer good title to the Shares to the Purchasers free and clear of all Encumbrances. Except for its interests in the Subsidiaries and except for the ownership interests set forth in Section 3.03(a) of the Disclosure Schedule, no Company owns, directly or indirectly, any capital stock, membership interest, partnership interest or other equity interest. (b) All resolutions of the management bodies of each Company and each Subsidiary governed by Argentine law (the “Argentine Companies”), of its board of directors, and of its shareholders have been taken in accordance with the by-laws of the applicable Company or Subsidiary, other than violations that would not individually or in the aggregate adversely affect such Argentine Company, and all applicable Laws and have been duly recorded in the Public Registry of Commerce of the City of Buenos Aires. All decisions in respect of the Argentine Companies that are subject to authorization or ratification by its board of directors, or the Subsidiary Sharesgeneral meeting of its shareholders, have been duly authorized and attended, other than as would not individually or in the aggregate adversely affect such Argentine Company. There As of the date hereof, no irrevocable capital contributions of the Argentine Companies are no bondspending capitalization pursuant to Argentine Corporate Law and resolutions of the Public Registry of Commerce of the City of Buenos Aires. (c) As of the Closing Date, debenturesnone of the Argentine Companies has a negative net worth that could result in its dissolution nor is it subject to mandatory capital reduction, notes or other Indebtedness ofin each case, Holdco or any Xxxxxx Entity having, absent default, the right pursuant to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares or Subsidiary Shares may vote, or whose holders' consent is required in connection with this Agreement or by the Ancillary AgreementsArgentine Corporate Law. (d) Other than Except as made available to set forth in Section 3.03(d) of the Purchaser prior to Disclosure Schedule, the date hereofArgentine Companies comply with the rules of Argentine Corporate Law, there are no stockholders’ agreements or other similar agreements with respect to the JV Entities Inspección General de Justicia and there are no interests in any JV Entity held by any third party the Comisión Nacional de Valores, other than as identified violations that would not individually or in the aggregate adversely affect such documents. None of the Xxxxxx Entities, Holdco nor any of the JV Entities have any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights. Other than the Xxxxxx Entities, Holdco and the JV Entities, there are no other corporations, partnerships, joint ventures, or other entities in which Holdco, any Xxxxxx Entity or any JV Entity owns, of record or beneficially, any direct or indirect equity or other interest or any right to acquire the same. Upon the transfer of the Shares to the Purchaser on the Closing Date in accordance with this Agreement, the Seller will deliver to the Purchaser good and valid title to the Shares, free and clear of all Encumbrances other than restrictions imposed by applicable securities LawsArgentine Company.

Capitalization; Ownership of Shares. (a) The Company has, and on the Closing Date will have, total authorized share capital of 600,000 shares of common stock, no par value. Immediately prior to the purchase of the Shares by Purchaser pursuant to this Agreement, 3,480 shares of common stock, no par value will be issued and outstanding, and there will be no options, warrants and securities convertible into any capital stock. (b) The Shares are validly issued, fully paid and nonassessable and except as disclosed in Section 3.03(a) 2.3 of the Disclosure Schedule sets forth Schedule, are not subject to any preemptive rights, and there are no voting trust agreements, shareholders’ agreements, proxies, restraints on transfer or other contracts, agreements or arrangements restricting voting or dividend rights or transferability with respect to each Xxxxxx Entity, Holdco and each the Shares. (c) Except as disclosed in Section 2.3 of the JV Entities its nameDisclosure Schedule, Xxxxxxxx owns his Shares free and clear of any Liens, pledges, restrictions, contractual obligations, charges, encumbrances or restraints on transfer and Purchaser will acquire good and marketable title to such Shares free and clear of all Liens. Xxxxxxxx is the jurisdiction sole record and beneficial owner of its organizationhis Shares. Upon endorsement by Xxxxxxxx of the certificates representing his Shares and delivery thereof to Purchaser at Closing, its Xxxxxxxx’x Shares, and good and marketable title thereto, will have been duly transferred to Purchaser, free and clear of any Liens, pledges, restrictions, contractual obligations, charge, encumbrance or restraint on transfer whatsoever, and Purchaser will be the sole record and beneficial owner of his Shares, subject only to the security interest in the Shares granted by Purchaser to the Shareholders. (d) Except as disclosed in Section 2.3 of the Disclosure Schedule, there are no outstanding options, rights to purchase, warrants, rights, privileges or other arrangements, preemptive, contractual or otherwise, to acquire or to compel the sale of any shares of capital stock or other ownership interests and the current ownership, record and beneficial, of such shares or other ownership interests. (b) All of (x) the Shares, (y) all of the issued and outstanding shares of capital stock or other ownership interests of the Subsidiaries (the “Subsidiary Shares”) and (z) the Relevant Proportion of all of the issued and outstanding shares of capital stock or other ownership interests of the JV Entities (the “JV Shares”) are owned of record and beneficially, directly or indirectly, by the Seller free and clear of all Encumbrances, other than those that will be removed prior to Closing. All of the Shares, the Subsidiary Shares and the JV Shares have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any right of first refusal, purchase option, call option, subscription right, preemptive right or any similar right. (c) There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares or the Subsidiary Shares or obligating the Seller, Holdco or any Xxxxxx Entity to issue or sell any shares of capital stock of, or any other interest in, Holdco or any Xxxxxx Entity to any third person nor are there any voting trusts, stockholder agreements, proxies or other agreements or understandings with third parties in effect with respect to the voting or transfer of any of the Shares or the Subsidiary Shares. There are no bonds, debentures, notes or other Indebtedness of, Holdco or any Xxxxxx Entity having, absent default, the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares or Subsidiary Shares may vote, or whose holders' consent is required in connection with this Agreement or by the Ancillary Agreements. (d) Other than as made available to the Purchaser prior to the date hereof, there are no stockholders’ agreements or other similar agreements with respect to the JV Entities and there are no equity interests in any JV Entity held by any third party other than as identified in such documents. None of the Xxxxxx Entities, Holdco nor any of the JV Entities have any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights. Other than the Xxxxxx Entities, Holdco and the JV Entities, there are no other corporations, partnerships, joint ventures, or other entities in which Holdco, any Xxxxxx Entity or any JV Entity owns, of record or beneficially, any direct or indirect equity or other interest or any right to acquire the same. Upon the transfer of the Shares to the Purchaser on the Closing Date in accordance with this Agreement, the Seller will deliver to the Purchaser good and valid title to the Shares, free and clear of all Encumbrances other than restrictions imposed by applicable securities LawsCompany.

Capitalization; Ownership of Shares. (a) Section 3.03(aThe total authorized capital of Compos-A-Tron Mfg consists of (i) an unlimited number of non-cumulative, non-participating, voting, redeemable, retractable “Class A” preferred shares without par value; (ii) an unlimited number of non-cumulative, non-participating, non-voting, retractable “Class B” preferred shares without par value; and (iii) an unlimited number of shares of common stock without par value (collectively, the “Compos-A-Tron Mfg Shares”). Schedule 5.3(a) sets forth the Company’s record and beneficial percentage interest and shares of the Disclosure Schedule sets forth with respect to each Xxxxxx Entity, Holdco and each of the JV Entities its name, the jurisdiction of its organization, its outstanding shares of capital stock or other ownership interests and the current ownership, record and beneficial, of such shares or other ownership interests. (b) Compos-A-Tron Mfg Shares. All of (x) the Shares, (y) all of the issued and outstanding shares of capital stock or other ownership interests Compos-A-Tron Mfg Shares are owned beneficially and of record by the Subsidiaries (the “Subsidiary Shares”) Company, free and (z) the Relevant Proportion clear of all any Encumbrances. All of the issued and outstanding shares of capital stock or other ownership interests of the JV Entities (the “JV Shares”) Compos-A-Tron Mfg Shares are owned of record and beneficially, directly or indirectly, by the Seller free and clear of all Encumbrances, other than those that will be removed prior to Closing. All of the Shares, the Subsidiary Shares and the JV Shares have been duly authorized and validly issued and are issued, fully paid and non-assessable and were not issued in violation of any right of first refusal, purchase option, call option, subscription right, preemptive right or any similar right. (c) nonassessable. There are no outstanding subscriptions, options, warrants, convertible securities or other commitments, preemptive rights, rights of first refusal, agreements, arrangements or commitments of any kind or nature for or relating to the Shares issuance, sale, registration or the Subsidiary Shares or obligating the Seller, Holdco or any Xxxxxx Entity to issue or sell any shares of capital stock voting of, or any other interest in, Holdco or any Xxxxxx Entity to any third person nor are there any voting trusts, stockholder agreements, proxies or other agreements or understandings with third parties in effect with respect to the voting or transfer of any of the Shares or the Subsidiary Shares. There are no bonds, debentures, notes or other Indebtedness of, Holdco or any Xxxxxx Entity having, absent default, the right to vote (or that are outstanding securities convertible into, into or exchangeable for, securities having any shares of any class or other equity interests of the right to vote) on any matters on which holders of Shares or Subsidiary Shares may vote, or whose holders' consent is required in connection with this Agreement or by the Ancillary AgreementsCompos-A-Tron Mfg. (db) Other than as made available to The total authorized capital of Compos-A-Tron H O consists of (i) an unlimited number of non-cumulative, non-participating, voting, redeemable, retractable “Class A” preferred shares without par value; (ii) an unlimited number of non-cumulative, non-participating, non-voting, retractable “Class B” preferred shares without par value; and (iii) an unlimited number of shares of common stock without par value (collectively, the Purchaser prior to “Compos-A-Tron H O Shares”). Schedule 5.3(b) sets forth the date hereof, there are no stockholders’ agreements or other similar agreements with respect to the JV Entities Company’s record and there are no interests in any JV Entity held by any third party other than as identified in such documents. None beneficial percentage interest and shares of the Xxxxxx Entities, Holdco nor any Compos-A-Tron H O Shares. All of the JV Entities have any issued and outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights. Other than the Xxxxxx Entities, Holdco shares of Compos-A-Tron H O Shares are owned beneficially and the JV Entities, there are no other corporations, partnerships, joint ventures, or other entities in which Holdco, any Xxxxxx Entity or any JV Entity owns, of record or beneficially, any direct or indirect equity or other interest or any right to acquire by the same. Upon the transfer of the Shares to the Purchaser on the Closing Date in accordance with this Agreement, the Seller will deliver to the Purchaser good and valid title to the SharesCompany, free and clear of all Encumbrances any Encumbrances. All of the issued and outstanding shares of Compos-A-Tron H O Shares are duly and validly issued, fully paid and nonassessable. There are no outstanding subscriptions, options, warrants, commitments, preemptive rights, rights of first refusal, agreements, arrangements or commitments of any kind or nature for or relating to the issuance, sale, registration or voting of, or outstanding securities convertible into or exchangeable for, any shares of any class or other equity interests of Compos-A-Tron H O. (c) The Company holds no equity interests in any Person (directly or indirectly) other than restrictions imposed by applicable securities Laws.Compos-A-Tron Mfg. and Compos-A-Tron H O.

Capitalization; Ownership of Shares. (a) Except as set forth on Section 3.03(a4.03(a) of the Disclosure Schedule sets forth with respect to each Xxxxxx EntitySchedule, Holdco and each as of the JV Entities its nameClosing, (i) the jurisdiction of its organization, its outstanding shares of authorized capital stock or other ownership interests share capital of Seller Sub, Seller Parent Sub and the current ownershipSeller US Company consists of 1000, record 1000 and beneficial1000 shares, of such shares or other ownership interests. (b) All of (x) the Sharesrespectively, (yii) all of the issued and outstanding shares of capital stock or other ownership interests of the Subsidiaries (the “Subsidiary Shares”) Seller Sub, Seller Parent Sub and (z) the Relevant Proportion of all of the issued and outstanding shares of capital stock or other ownership interests of the JV Entities (the “JV Shares”) Seller US Company are owned of record and beneficiallyvalidly issued, directly or indirectly, by the Seller free and clear of all Encumbrances, other than those that will be removed prior to Closing. All of the Shares, the Subsidiary Shares and the JV Shares have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any right of first refusalpreemptive rights, purchase option, call option, subscription right, preemptive right or any similar right. (ciii) There there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares or the Subsidiary Shares obligating Seller Parent or obligating the Seller, Holdco or any Xxxxxx Entity Seller to issue or sell any shares of capital stock of, or any other interest in, Holdco Seller Sub, Seller Parent Sub or any Xxxxxx Entity to any third person nor Seller US Company, (iv) the Seller Sub Shares constitute all the issued and outstanding shares of Seller Sub and are there any voting trusts, stockholder agreements, proxies or other agreements or understandings with third parties in effect with respect to the voting or transfer of any of the Shares or the Subsidiary Shares. There are no bonds, debentures, notes or other Indebtedness of, Holdco or any Xxxxxx Entity having, absent default, the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares or Subsidiary Shares may vote, or whose holders' consent is required in connection with this Agreement or by the Ancillary Agreements. (d) Other than as made available to the Purchaser prior to the date hereof, there are no stockholders’ agreements or other similar agreements with respect to the JV Entities and there are no interests in any JV Entity held by any third party other than as identified in such documents. None of the Xxxxxx Entities, Holdco nor any of the JV Entities have any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights. Other than the Xxxxxx Entities, Holdco and the JV Entities, there are no other corporations, partnerships, joint ventures, or other entities in which Holdco, any Xxxxxx Entity or any JV Entity owns, owned of record or beneficially, any direct or indirect equity or other interest or any right to acquire the same. Upon the transfer of the Shares to the Purchaser on the Closing Date in accordance with this Agreement, the and beneficially by Seller will deliver to the Purchaser good and valid title to the Shares, free and clear of all Encumbrances Encumbrances, (v) the Seller Parent Sub Shares constitute all the issued and outstanding shares of Seller Parent Sub and are owned of record and beneficially by Seller Parent free and clear of all Encumbrances, and (vi) the Seller US Company Shares constitute all the issued and outstanding shares of Seller US Company and are owned of record and beneficially by Seller Parent Sub free and clear of all Encumbrances. (b) Section 4.03(b) of the Disclosure Schedule sets forth, as of the Closing, a true and complete list of each Subsidiary, listing for each Subsidiary its name, the jurisdiction of its incorporation, its authorized shares, share capital, equity interest or registered capital, the number and type of its issued and outstanding shares, share capital, equity interest or registered capital, and the current ownership of such shares, share capital, equity interest or registered capital. Except as set forth on Section 4.03(b) of the Disclosure Schedule, as of the Closing, (i) all the outstanding shares, share capital, equity interest or registered capital, as applicable, of each Subsidiary are validly issued, fully paid and were not issued in violation of any preemptive rights and (ii) there are no options, warrants, convertible securities or other than restrictions imposed by applicable securities Lawsrights, agreements, arrangements or commitments relating to the shares, share capital, equity interest or registered capital, as applicable, of any Subsidiary or obligating Seller Parent, Seller or any Smart Shirts Entity to issue or sell any shares, share capital, equity interest or registered capital, as applicable, of or any other interest in, any Subsidiary.

Capitalization; Ownership of Shares. (a) Section 3.03(a3.2(a)(i) of the Disclosure Schedule sets forth with respect to each Xxxxxx Entity, Holdco a complete and each accurate list of the JV Entities its nameauthorized, the jurisdiction of its organization, its issued and outstanding shares of capital stock or Company Capital Stock and any shares of Company Capital Stock that are held in the Company’s treasury. Except as set forth in Section 3.2(a)(i) of the Disclosure Schedule, there are no other ownership interests and the current ownership, record and beneficial, of such shares or other ownership interests. (b) equity interests in the Company issued, reserved for issuance or outstanding. Schedule A sets forth a complete and accurate list of all Persons which hold any Company Capital Stock or Options. All of (x) the Shares, (y) all of the issued and outstanding shares of capital stock or other ownership interests of the Subsidiaries (the “Subsidiary Shares”) and (z) the Relevant Proportion of all of the issued and outstanding shares of capital stock or other ownership interests of the JV Entities (the “JV Shares”) are owned of record and beneficially, directly or indirectly, by the Seller free and clear of all Encumbrances, other than those that will be removed prior to Closing. All of the Shares, the Subsidiary Shares and the JV Shares Company Capital Stock have been duly authorized and validly issued and are fully paid and paid, non-assessable and were not issued in violation free of any preemptive rights. There are no outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any security of the Company to which the Company is a party, including any securities representing the right to purchase or otherwise receive any shares of first refusalCompany Capital Stock. There are no outstanding phantom stock rights or stock appreciation rights granted by the Company to any Person. There is no Indebtedness with voting rights (or convertible into, purchase optionor exchangeable for, call optionsecurities with voting rights) with respect to any matters on which any equity holder of the Company may vote. Section 3.2(a)(ii) of the Disclosure Schedule sets forth an accurate and complete list of the holders of all of the issued and outstanding shares of Company Capital Stock, subscription rightthe address of each such holder and the number, preemptive right series and classes of shares of Company Capital Stock owned of record by each such holder. (b) The Company does not have and has never had any Subsidiaries. The Company: (i) does not own any equity securities or other ownership interest of any similar rightother Person; (ii) does not control any Person; (iii) does not have any investments in, or hold any interest, directly or indirectly, in, any Person; and (iv) does not have any obligation or requirement, directly or indirectly, to provide capital contributions to, or invest in, any Person. (c) There are no optionsoutstanding contractual obligations to which the Company is a party: (i) to repurchase, warrants, convertible securities redeem or otherwise acquire any shares of Company Capital Stock or other rights, agreements, arrangements equity interests in the Company; or commitments (ii) relating to the Shares or the Subsidiary Shares or obligating the Seller, Holdco or any Xxxxxx Entity to issue or sell voting of any shares of capital stock of, or any other interest in, Holdco or any Xxxxxx Entity to any third person nor are there any voting trusts, stockholder agreements, proxies Company Capital Stock or other agreements or understandings with third parties equity interests in effect with respect to the voting or transfer of any of the Shares or the Subsidiary Shares. There are no bonds, debentures, notes or other Indebtedness of, Holdco or any Xxxxxx Entity having, absent default, the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares or Subsidiary Shares may vote, or whose holders' consent is required in connection with this Agreement or by the Ancillary AgreementsCompany. (d) Other than as made available to All of the Purchaser prior to shares of Company Capital Stock and all other securities that have ever been issued or granted by the date hereof, there are no stockholders’ agreements or Company have been issued and granted in compliance with: (i) all applicable state and federal securities Laws and all other similar agreements with respect to the JV Entities applicable Laws; and there are no interests (ii) all requirements set forth in any JV Entity held by any third party other than as identified in such documentsall applicable Contracts. None of the Xxxxxx Entities, Holdco nor outstanding shares of Company Capital Stock were issued in violation of any preemptive rights or other rights to subscribe for or purchase securities of the JV Entities have Company. (e) Except as set forth in Section 3.2(e) of the Disclosure Schedule, no Person will be entitled to receive any outstanding payment or authorized stock appreciation, phantom stock, profit participation or similar rights. Other consideration as a result of the Transactions other than the Xxxxxx Entities, Holdco and the JV Entities, there are no other corporations, partnerships, joint ventures, or other entities in which Holdco, any Xxxxxx Entity or any JV Entity owns, of record or beneficially, any direct or indirect equity or other interest or any right to acquire the same. Upon the transfer of the Shares to the Purchaser on the Closing Date in accordance with this Agreement, the Seller will deliver to the Purchaser good and valid title to the Shares, free and clear of all Encumbrances other than restrictions imposed by applicable securities LawsSellers.

Capitalization; Ownership of Shares. (a) Section 3.03(a2.3(a) of the Seller Disclosure Schedule sets forth with respect to each Xxxxxx Entity, Holdco the number of issued and each of the JV Entities its name, the jurisdiction of its organization, its outstanding shares of capital stock of the Company. The Shares represent all of the outstanding capital stock in the Company. All of the Shares are validly issued, fully paid and nonassessable. Except for the Shares, there are not, and at the Closing there will not be, any capital stock or other ownership equity interests in the Company issued or outstanding or any subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character obligating the Company or any of its affiliates to issue, transfer or sell any capital stock or other equity interests in the Company, or any agreements, arrangements, or understandings granting any person any rights in the Company similar to capital stock or other equity interests including, without limitation, stock appreciation and profit participation rights. The Company has not granted any person rights to cause the current ownershipregistration for sale under the Securities Act of 1933, record and beneficialas amended (the "Securities Act"), of such shares any securities of the Company or other ownership interestsany of its Subsidiaries. (b) All of (x) the Shares, (y) all of the issued and outstanding shares of capital stock or other ownership interests of the Subsidiaries (the “Subsidiary Shares”) and (z) the Relevant Proportion of all of the issued and outstanding shares of capital stock or other ownership interests of the JV Entities (the “JV Shares”) Shares are owned of record and beneficially, directly or indirectly, beneficially by the Seller free and clear of all Encumbrancesliens, pledges, charges, claims, security interests, purchase agreements, options, title defects, restrictions on transfer or other than those that will be removed prior to Closingencumbrances and agreements of any nature whatsoever, whether consensual, statutory or otherwise (collectively, "Liens"). All The consummation of the Shares, the Subsidiary Shares and the JV Shares have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any right of first refusal, purchase option, call option, subscription right, preemptive right or any similar right. (c) There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating Stock Purchase will convey to the Shares or the Subsidiary Shares or obligating the Seller, Holdco or any Xxxxxx Entity to issue or sell any shares of capital stock of, or any other interest in, Holdco or any Xxxxxx Entity to any third person nor are there any voting trusts, stockholder agreements, proxies or other agreements or understandings with third parties in effect with respect to the voting or transfer of any of the Shares or the Subsidiary Shares. There are no bonds, debentures, notes or other Indebtedness of, Holdco or any Xxxxxx Entity having, absent default, the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares or Subsidiary Shares may vote, or whose holders' consent is required in connection with this Agreement or by the Ancillary Agreements. (d) Other than as made available to the Purchaser prior to the date hereof, there are no stockholders’ agreements or other similar agreements with respect to the JV Entities and there are no interests in any JV Entity held by any third party other than as identified in such documents. None of the Xxxxxx Entities, Holdco nor any of the JV Entities have any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights. Other than the Xxxxxx Entities, Holdco and the JV Entities, there are no other corporations, partnerships, joint ventures, or other entities in which Holdco, any Xxxxxx Entity or any JV Entity owns, of record or beneficially, any direct or indirect equity or other interest or any right to acquire the same. Upon the transfer of the Shares to the Purchaser on the Closing Date in accordance with this Agreement, the Seller will deliver to the Purchaser Buyer good and valid title to the Shares, free and clear of all Encumbrances Liens. (c) Except as set forth in Section 2.3(c) of the Seller Disclosure Schedule, all of the outstanding shares of capital stock of each of the Company's Subsidiaries are beneficially owned by the Company, directly or indirectly, and all such shares are validly issued, fully paid and nonassessable and are owned by either the Company or one of its Subsidiaries free and clear of all Liens. Except for the shares of capital stock referred to in the preceding sentence, there are not, and at the Closing there will not be, any capital stock or other than restrictions imposed by applicable equity interests in any Subsidiary of the Company issued or outstanding or any subscriptions, options, warrants, calls, rights, convertible securities Lawsor other agreements or commitments of any character obligating such Subsidiary or any of its affiliates to issue, transfer or sell any capital stock or other equity interests, or any agreements, arrangements or understandings granting any person any rights in the Subsidiary similar to capital stock or other equity interests including, without limitation, stock appreciation and profit participation rights. Neither the Company nor any of its Subsidiaries directly or indirectly owns any capital stock of or other equity interests in any corporation, partnership or other entity or other Person except for the Subsidiaries which are set forth in Section 2.3(c) of the Seller Disclosure Schedule, or as otherwise set forth in said Section 2.3(c).

Capitalization; Ownership of Shares. (a) Section 3.03(a) As of the Disclosure Schedule sets forth with respect to each Xxxxxx Entitydate hereof, Holdco and each 10,902,700 shares of common stock of the JV Entities its nameUS Parent Subsidiary, the jurisdiction of its organizationpar value $0.01 per share are issued and outstanding, its outstanding shares of capital stock or other ownership interests and the current ownership, record and beneficial, of such shares or other ownership interests. (b) All of (x) the Shares, (y) all of the issued and outstanding shares of capital stock or other ownership interests of the Subsidiaries (the “Subsidiary Shares”) and (z) the Relevant Proportion of all of the issued and outstanding shares of capital stock or other ownership interests of the JV Entities (the “JV Shares”) which are owned of record and beneficiallyvalidly issued, directly or indirectly, by the Seller free and clear of all Encumbrances, other than those that will be removed prior to Closing. All of the Shares, the Subsidiary Shares and the JV Shares have been duly authorized and validly issued and are fully paid and non-assessable nonassessable and were not issued in violation of any right preemptive rights, and there are no other shares of first refusalcapital stock of the US Parent Subsidiary outstanding. As of the date hereof, purchase option1,152 shares of common stock of the SA Company, call optionno par value are issued and outstanding, subscription rightall of which are validly issued and fully paid and were not issued in violation of any preemptive rights, and there are no other shares of the SA Company in issue. As of the date hereof, 6 shares of common stock of the UK Subsidiary, no par value are issued and outstanding, all of which are validly issued and fully paid and were not issued in violation of any preemptive right or rights, and there are no other shares of the UK Subsidiary outstanding. All of the shares of the Target Subsidiaries that are set forth on Section 3.02(b) of the Disclosure Letter (collectively, the “Target Subsidiary Shares”) are owned, and as of the Closing Date after giving effect to the Internal Reorganization will be owned as set forth on Schedule A, and are validly issued and fully paid and were not issued in violation of any similar right. (cpreemptive rights, and there are no other shares of capital stock of the Target Subsidiaries outstanding. Other than as set forth on Section 3.03(a) There of the Disclosure Letter, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares or obligating either the Subsidiary Shares Seller Entities or obligating the Seller, Holdco or any Xxxxxx Entity Company to issue or sell any shares of capital stock ofthe Shares, or any other equity interest in, Holdco the Company or any Xxxxxx Entity to any third person nor are there any voting trustsits Subsidiaries, stockholder agreements, proxies or other agreements or understandings with third parties in effect with respect to including the voting or transfer of any of the Shares or the Subsidiary SharesTarget Subsidiaries. There are no bonds, debentures, notes or other Indebtedness of, Holdco or any Xxxxxx Entity having, absent default, the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares or Subsidiary Shares may vote, or whose holders' consent is required in connection with this Agreement or by the Ancillary Agreements. (d) Other than as made available to the Purchaser prior to the date hereof, there are no stockholders’ agreements or other similar agreements with respect to the JV Entities and there are no interests set forth in any JV Entity held by any third party other than as identified in such documents. None Section 3.03(a) of the Xxxxxx EntitiesDisclosure Letter, Holdco nor any the Shares are owned of record and beneficially by the JV Entities have any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights. Other than the Xxxxxx Entities, Holdco and the JV Entities, there are no other corporations, partnerships, joint ventures, or other entities in which Holdco, any Xxxxxx applicable Seller Entity or any JV Entity owns, of record or beneficially, any direct or indirect equity or other interest or any right to acquire the same. Upon the transfer of the Shares to the Purchaser on the Closing Date in accordance with this Agreement, the Seller will deliver to the Purchaser good and valid title to the Shares, US Parent Subsidiary free and clear of all Encumbrances Encumbrances. (b) Except as otherwise set forth in Section 3.03 of the Disclosure Letter, there are no options, warrants, convertible securities or other than restrictions imposed by applicable securities Lawsrights, agreements, arrangements or commitments relating to the equity interest in any Subsidiary of any Target Subsidiary or obligating the Seller Entities, the Company, the Target Subsidiaries or any Subsidiary of any Target Subsidiary to issue or sell any equity interest in any Subsidiary of the Target Subsidiaries.

Capitalization; Ownership of Shares. (a) Section 3.03(a) The authorized capital stock of the Disclosure Schedule sets forth with respect to each Xxxxxx EntityCompany consists of (i)100,000 shares of Company Common Stock, Holdco of which 9,000 shares are issued and each outstanding and (ii) 10,000 shares of Preferred Stock, none of which shares are issued and outstanding. All of the JV Entities its name, the jurisdiction of its organization, its outstanding shares of capital stock or other ownership interests and the current ownership, record and beneficial, of such shares or other ownership interests. (b) All of (x) the Shares, (y) all of the issued and Company outstanding shares of capital stock or other ownership interests as of the Subsidiaries (the “Subsidiary Shares”) and (z) the Relevant Proportion date of all of the issued and outstanding shares of capital stock or other ownership interests of the JV Entities (the “JV Shares”) this Agreement are owned of record and beneficially, directly or indirectly, beneficially by the Seller free and clear Stockholders as set forth in Section 7.1 of all Encumbrances, other than those that will be removed prior the disclosure schedule delivered by the Company to Closingthe Buyer in connection herewith (the "Disclosure Schedule"). All of the Sharessuch shares are duly authorized, the Subsidiary Shares and the JV Shares have been duly authorized and validly issued and are issued, fully paid and non-assessable assessable. Except as set forth on Section 7.1 of the Disclosure Schedule, there are no securities presently outstanding, and were at the Effective Time there will not issued in violation be any outstanding securities which are convertible into, exchangeable for, or carrying the right to acquire, equity securities of the Company, or subscriptions, warrants, options, calls, convertible securities, registration or other rights or other arrangements or commitments obligating the Company to issue, transfer or dispose of any right of first refusal, purchase option, call option, subscription right, preemptive right its equity securities or any similar right. (c) ownership interest therein. There are no optionsoutstanding stock appreciation, warrantsphantom stock, convertible securities profit participation, or other rights, agreements, arrangements or commitments relating similar rights with respect to the Shares or Company. Except as set forth in Section 7.1 of the Subsidiary Shares or obligating the SellerDisclosure Schedule, Holdco or any Xxxxxx Entity to issue or sell any shares of capital stock of, or any other interest in, Holdco or any Xxxxxx Entity to any third person nor there are there any no voting trusts, stockholder agreementsproxies, proxies or other agreements or understandings with third parties in effect with respect to the voting or transfer of any capital stock of the Shares or the Subsidiary SharesCompany. There are no bonds, debentures, notes or other Indebtedness of, Holdco or any Xxxxxx Entity having, absent default, indebtedness of the Company having the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders Stockholders of Shares or Subsidiary Shares the Company may vote, or whose holders' consent is required in connection with this Agreement or by . Except as set forth on Section 7.1 of the Ancillary Agreements. (d) Other than as made available to the Purchaser prior to the date hereofDisclosure Schedule, there are no stockholders’ agreements or other similar agreements with respect to the JV Entities and there are no interests in not any JV Entity held by any third party other than as identified in such documents. None outstanding contractual obligations (i) of the Xxxxxx Entities, Holdco nor Company or any of the JV Entities have Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company or authorized any of the Joint Ventures, (ii) of the Company to vote or to dispose of any shares of the capital stock appreciation, phantom stock, profit participation of any of the Subsidiaries or similar rights. Other than any of the Xxxxxx Entities, Holdco and the JV Entities, there are no other corporations, partnerships, joint venturesJoint Ventures, or other entities in which Holdco(iii) of the Company to provide funds to, or make any material investment in, any Xxxxxx Entity or any JV Entity owns, of record or beneficiallySubsidiary, any direct Joint Venture or indirect equity or in any other interest or any right to acquire the same. Upon the transfer of the Shares to the Purchaser on the Closing Date in accordance with this Agreement, the Seller will deliver to the Purchaser good and valid title to the Shares, free and clear of all Encumbrances other than restrictions imposed by applicable securities Lawsperson.

Capitalization; Ownership of Shares. (a) Section 3.03(a) The Shares represent all of the Disclosure Schedule sets forth with respect to each Xxxxxx Entityoutstanding capital stock in the Company. All Shares are validly issued, Holdco fully paid and each of nonassessable. Except for the JV Entities its nameShares, there are not, and at the jurisdiction of its organizationClosing there will not be, its outstanding shares of any capital stock or other ownership equity interests and in the current ownershipCompany issued or outstanding or any subscriptions, record and beneficial, of such shares voting trusts or other ownership voting agreements, options, purchase agreements, warrants, calls, rights, convertible securities or other agreements or commitments of any character obligating the Company to issue, transfer or sell any of its capital stock or other equity interests, or any agreements, arrangements, or understandings granting any person any rights in the Company similar to capital stock or other equity interests. (b) All of (x) the Shares, (y) all of the issued and outstanding shares of capital stock or other ownership interests of the Subsidiaries (the “Subsidiary Shares”) and (z) the Relevant Proportion of all of the issued and outstanding shares of capital stock or other ownership interests of the JV Entities (the “JV Shares”) Shares are owned of record and beneficially, directly or indirectly, beneficially by the Seller free and clear of all Encumbrancesliens, easements, pledges, charges, claims, options, security interests, conditional sale or other than those that will be removed prior encumbrances, except for liens relating to ClosingTaxes not yet due and payable (collectively, "Liens"). All The consummation of the Shares, the Subsidiary Shares and the JV Shares have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any right of first refusal, purchase option, call option, subscription right, preemptive right or any similar right. (c) There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating Stock Purchase will convey to the Shares or the Subsidiary Shares or obligating the Seller, Holdco or any Xxxxxx Entity to issue or sell any shares of capital stock of, or any other interest in, Holdco or any Xxxxxx Entity to any third person nor are there any voting trusts, stockholder agreements, proxies or other agreements or understandings with third parties in effect with respect to the voting or transfer of any of the Shares or the Subsidiary Shares. There are no bonds, debentures, notes or other Indebtedness of, Holdco or any Xxxxxx Entity having, absent default, the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares or Subsidiary Shares may vote, or whose holders' consent is required in connection with this Agreement or by the Ancillary Agreements. (d) Other than as made available to the Purchaser prior to the date hereof, there are no stockholders’ agreements or other similar agreements with respect to the JV Entities and there are no interests in any JV Entity held by any third party other than as identified in such documents. None of the Xxxxxx Entities, Holdco nor any of the JV Entities have any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights. Other than the Xxxxxx Entities, Holdco and the JV Entities, there are no other corporations, partnerships, joint ventures, or other entities in which Holdco, any Xxxxxx Entity or any JV Entity owns, of record or beneficially, any direct or indirect equity or other interest or any right to acquire the same. Upon the transfer of the Shares to the Purchaser on the Closing Date in accordance with this Agreement, the Seller will deliver to the Purchaser Buyer good and valid title to the Shares, free and clear of all Encumbrances Liens, except for those created by the Buyer or arising out of ownership of the Shares by the Buyer. (c) Except as set forth in Section 2.3(c) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each of the Company's Subsidiaries are beneficially owned by the Company, directly or indirectly, and all such shares are validly issued, fully paid and nonassessable and are owned by either the Company or one of its Subsidiaries free and clear of all Liens. Except for the shares of capital stock referred to in the preceding sentence, there are not, and at the Closing there will not be, any capital stock or other than restrictions imposed by applicable equity interests in any Subsidiary of the Company issued or outstanding or any subscriptions, voting trusts or other voting agreements, options, purchase agreements, warrants, calls, rights, convertible securities Lawsor other agreements or commitments of any character obligating such Subsidiary or any of its affiliates to issue, transfer or sell any capital stock or other equity interests, or any agreements, arrangements or understandings granting any person any rights in such Subsidiary similar to capital stock or other equity interests.