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 a list of each Transferred Subsidiary, and sets forth, for each Transferred Subsidiary, the name, 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 similar ownership interests of each Transferred Subsidiary and all of the Persons owning all the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary. All the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary have been validly issued and are fully paid and nonassessable and 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 such 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, there are no options, warrants, calls, subscriptions, convertible securities or other rights, securities, agreements, arrangements or commitments relating to the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary or obligating Guidant or its Affiliates to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock or 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 the Transferred Subsidiaries. (b) Section 3.03(b) of the Disclosure Schedule sets forth a true and complete list of each investment by Guidant or any of its Affiliates in other Persons (other than Affiliates of Guidant) engaged in the vascular interventional or endovascular solutions businesses.

Capitalization; Ownership of Shares. (a) Section 3.03(a) of the Disclosure Schedule sets forth a list with respect to each Xxxxxx Entity, Holdco and each of each Transferred Subsidiary, and sets forth, for each Transferred Subsidiarythe JV Entities its name, the name, 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 similar other ownership interests and the current ownership, record and beneficial, of each Transferred Subsidiary and 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 similar other ownership interests of each Transferred Subsidiary. All the Subsidiaries (the “Subsidiary Shares”) and (z) the Relevant Proportion of all of the issued and outstanding shares of capital stock or similar other ownership interests of each Transferred 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 nonassessable non-assessable and are owned, directly or indirectly, by Guidant, the applicable Share Seller or by a Transferred Subsidiary free and clear of all Encumbrances and free were not issued in violation of any restriction on the right to voteof first refusal, sell purchase option, call option, subscription right, preemptive right or otherwise dispose of such issued and outstanding shares of capital stock or any similar ownership interests of each Transferred Subsidiary. Except as set forth in Section 3.03(aright. (c) of the Disclosure Schedule and except for this Agreement, there There are no options, warrants, calls, subscriptions, convertible securities or other rights, securities, agreements, arrangements or commitments relating to the issued and outstanding shares of capital stock Shares or similar ownership interests of each Transferred the Subsidiary Shares or obligating Guidant the Seller, Holdco or its Affiliates any Xxxxxx Entity to issue, transfer issue or sell, or cause to be issued, transferred or sold, sell any shares of capital stock of, or similar ownership interests 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 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 SubsidiariesShares or the Subsidiary Shares. There are no outstanding contractual obligations 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 Guidant or its Affiliates to repurchase, redeem or otherwise acquire any Shares or any other interest Subsidiary Shares may vote, or whose holders' consent is required in connection with this Agreement or by the Transferred SubsidiariesAncillary Agreements. (bd) Section 3.03(b) 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 Disclosure Schedule sets forth a true 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 complete list of each investment by Guidant 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 its Affiliates 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 other Persons (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 Affiliates of Guidant) engaged in the vascular interventional or endovascular solutions businessesrestrictions imposed by applicable securities Laws.

Capitalization; Ownership of Shares. (a) The Shares represent all of the outstanding capital stock in the Company. All 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 equity interests in the Company issued or outstanding or any subscriptions, voting trusts or other 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 the Shares are owned of record and beneficially by the Seller free and clear of all liens, easements, pledges, charges, claims, options, security interests, conditional sale or other encumbrances, except for liens relating to Taxes not yet due and payable (collectively, "Liens"). The consummation of the Stock Purchase will convey to the Buyer good title to the Shares, free and clear of all 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 3.03(a2.3(c) of the Company Disclosure Schedule sets forth a list Schedule, all of each Transferred Subsidiary, and sets forth, for each Transferred Subsidiary, the name, 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 similar ownership interests of each Transferred Subsidiary of the Company's Subsidiaries are beneficially owned by the Company, directly or indirectly, and all of the Persons owning all the issued and outstanding such shares of capital stock or similar ownership interests of each Transferred Subsidiary. All the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary have been are validly issued and are issued, fully paid and nonassessable and are owned, directly owned by either the Company or indirectly, by Guidant, the applicable Share Seller or by a Transferred Subsidiary one of its Subsidiaries free and clear of all Encumbrances and free of any restriction on Liens. Except for the right to vote, sell or otherwise dispose of such issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary. Except as set forth referred to in Section 3.03(a) of the Disclosure Schedule and except for this Agreementpreceding sentence, there are no not, and at the Closing there will not be, any capital stock or other 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, subscriptionsrights, convertible securities or other rights, securities, agreements, arrangements agreements or commitments relating to the issued and outstanding shares of capital stock or similar ownership interests of each Transferred any character obligating such Subsidiary or obligating Guidant or any of its Affiliates affiliates to issue, transfer or sell, or cause to be issued, transferred or sold, sell any shares of capital stock or similar ownership interests of any Transferred Subsidiaryother equity interests, or grantany agreements, extend arrangements or enter into understandings granting any person any rights in such agreement, arrangement or commitment. The Shares constitute all the issued and outstanding Subsidiary similar to 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 the Transferred Subsidiariesequity interests. (b) Section 3.03(b) of the Disclosure Schedule sets forth a true and complete list of each investment by Guidant or any of its Affiliates in other Persons (other than Affiliates of Guidant) engaged in the vascular interventional or endovascular solutions businesses.

Capitalization; Ownership of Shares. (a) Section 3.03(a) The authorized capital stock of the Disclosure Schedule sets forth a list Company consists of each Transferred Subsidiary(i)100,000 shares of Company Common Stock, and sets forth, for each Transferred Subsidiary, the name, type of entity, jurisdiction and date of its incorporation or organization, its authorized capital stock, the number and type of its which 9,000 shares are issued and outstanding and (ii) 10,000 shares of Preferred Stock, none of which shares are issued and outstanding. All of the shares of capital stock or similar ownership interests of each Transferred Subsidiary and all of the Persons owning all Company outstanding as of the issued date of this Agreement are owned of record and outstanding shares beneficially by the Stockholders as set forth in Section 7.1 of capital stock or similar ownership interests of each Transferred Subsidiarythe disclosure schedule delivered by the Company to the Buyer in connection herewith (the "Disclosure Schedule"). All the issued and outstanding of such shares of capital stock or similar ownership interests of each Transferred Subsidiary have been are duly authorized, validly issued and are issued, fully paid and nonassessable non-assessable. Except as set forth on Section 7.1 of the Disclosure Schedule, there are no securities presently outstanding, and at the Effective Time there will not be any outstanding securities which are ownedconvertible into, directly exchangeable for, 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 carrying the right to voteacquire, sell equity securities of the Company, or otherwise subscriptions, warrants, options, calls, convertible securities, registration or other rights or other arrangements or commitments obligating the Company to issue, transfer or dispose of such issued and any of its equity securities or any ownership interest therein. There are no outstanding shares of capital stock appreciation, phantom stock, profit participation, or similar ownership interests of each Transferred Subsidiaryrights with respect to the Company. Except as set forth in Section 3.03(a) 7.1 of the Disclosure Schedule and except for this AgreementSchedule, there are no optionsvoting trusts, warrantsproxies, calls, subscriptions, convertible securities or other rights, securities, agreements, arrangements agreements or commitments relating understandings with respect to the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary or obligating Guidant or its Affiliates to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock or similar ownership interests voting 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 SubsidiariesCompany. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Stockholders of the Company may vote. Except as set forth on Section 7.1 of the Disclosure Schedule, there are not any outstanding contractual obligations (i) of Guidant the Company or its Affiliates any of the Subsidiaries to repurchase, redeem or otherwise acquire any Shares shares of capital stock of the Company or any other interest in of the Transferred Subsidiaries. Joint Ventures, (b) Section 3.03(bii) of the Disclosure Schedule sets forth a true and complete list Company to vote or to dispose of each investment by Guidant any shares of the capital stock of any of the Subsidiaries or any of its Affiliates the Joint Ventures, or (iii) of the Company to provide funds to, or make any material investment in, any Subsidiary, any Joint Venture or in any other Persons (other than Affiliates of Guidant) engaged in the vascular interventional or endovascular solutions businessesperson.

Capitalization; Ownership of Shares. (a) As of the date hereof, 10,902,700 shares of common stock of the US Parent Subsidiary, par value $0.01 per share are issued and outstanding, all of which are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights, and there are no other shares of capital stock of the US Parent Subsidiary outstanding. As of the date hereof, 1,152 shares of common stock of the SA Company, 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 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 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 preemptive 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) of the Disclosure Schedule sets forth a list Letter, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares or obligating either the Seller Entities or the Company to issue or sell any of each Transferred Subsidiarythe Shares, and sets forth, for each Transferred Subsidiaryor any other equity interest in, the nameCompany or its Subsidiaries, type of entity, jurisdiction and date of its incorporation or organization, its authorized capital stock, including the number and type of its issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary and all of the Persons owning all the issued and outstanding shares of capital stock or similar ownership interests of each Transferred SubsidiaryTarget Subsidiaries. All the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary have been validly issued and are fully paid and nonassessable and 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 such issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary. Except Other than as set forth in Section 3.03(a) of the Disclosure Schedule Letter, the Shares are owned of record and except for this Agreementbeneficially by the applicable Seller Entity or the US Parent Subsidiary free and clear of all Encumbrances. (b) Except as otherwise set forth in Section 3.03 of the Disclosure Letter, there are no options, warrants, calls, subscriptions, convertible securities or other rights, securities, agreements, arrangements or commitments relating to the issued and outstanding shares equity interest in any Subsidiary of capital stock or similar ownership interests of each Transferred any Target Subsidiary or obligating Guidant the Seller Entities, the Company, the Target Subsidiaries or its Affiliates to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock or similar ownership interests Subsidiary of any Transferred Subsidiary, Target Subsidiary to issue or grant, extend or enter into sell any such agreement, arrangement or commitment. The Shares constitute all the issued and outstanding capital stock equity interest in any Subsidiary 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 the Transferred Target Subsidiaries. (b) Section 3.03(b) of the Disclosure Schedule sets forth a true and complete list of each investment by Guidant or any of its Affiliates in other Persons (other than Affiliates of Guidant) engaged in the vascular interventional or endovascular solutions businesses.

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 a list Compos-A-Tron Mfg Shares. All of each Transferred Subsidiary, and sets forth, for each Transferred Subsidiary, the name, 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 similar ownership interests of each Transferred Subsidiary and all of the Persons owning all the issued and outstanding shares of capital stock or similar ownership interests Compos-A-Tron Mfg Shares are owned beneficially and of each Transferred Subsidiaryrecord by the Company, free and clear of any Encumbrances. All of the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary have been Compos-A-Tron Mfg Shares are duly and validly issued and are issued, fully paid and nonassessable and 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 such issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiarynonassessable. Except as set forth in Section 3.03(a) of the Disclosure Schedule and except for this Agreement, there There are no outstanding subscriptions, options, warrants, callscommitments, subscriptions, convertible securities or other preemptive rights, securitiesrights 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 the Compos-A-Tron Mfg. (b) 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 “Compos-A-Tron H O Shares”). Schedule 5.3(b) sets forth the Company’s record and beneficial percentage interest and shares of the Compos-A-Tron H O Shares. All of the issued and outstanding shares of capital stock or similar ownership interests Compos-A-Tron H O Shares are owned beneficially and of each Transferred Subsidiary or obligating Guidant or its Affiliates to issuerecord by the Company, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock or similar ownership interests free and clear of any Transferred Subsidiary, or grant, extend or enter into any such agreement, arrangement or commitmentEncumbrances. The Shares constitute all All of the issued and outstanding capital stock shares of the Transferred SubsidiariesCompos-A-Tron H O Shares are duly and validly issued, fully paid and nonassessable. There are no outstanding contractual obligations subscriptions, options, warrants, commitments, preemptive rights, rights of Guidant first refusal, agreements, arrangements or its Affiliates commitments of any kind or nature for or relating to repurchasethe issuance, redeem sale, registration or otherwise acquire voting of, or outstanding securities convertible into or exchangeable for, any Shares shares of any class or any other interest in the Transferred Subsidiaries.equity interests of Compos-A-Tron H O. (bc) Section 3.03(bThe Company holds no equity interests in any Person (directly or indirectly) of the Disclosure Schedule sets forth a true and complete list of each investment by Guidant or any of its Affiliates in other Persons (other than Affiliates of Guidant) engaged in the vascular interventional or endovascular solutions businesses.Compos-A-Tron Mfg. and Compos-A-Tron H O.

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 a list Schedule. As of each Transferred Subsidiarythe date hereof, and sets forth, for each Transferred Subsidiary, the name, 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 similar ownership interests of each Transferred Subsidiary and all of the Persons owning all the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary. All the issued Company and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary have been duly authorized, validly issued and are issued, fully paid and nonassessable nonassessable, except as set forth in Section 3.03(a) of the Disclosure Schedule, and are owned, directly or indirectly, by Guidant, the applicable Share Seller or by a Transferred Subsidiary free and clear of all Encumbrances and free were not issued in violation of any restriction on the right to vote, sell or otherwise dispose of such issued and outstanding shares of capital stock preemptive or similar ownership interests of each Transferred Subsidiaryrights. Except as set forth in Section 3.03(a) of the Disclosure Schedule and except for this AgreementSchedule, there are no options, warrants, calls, subscriptions, convertible or exchangeable securities or other rights, securities, agreements, arrangements or commitments relating to the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary Shares or obligating Guidant any of the Sellers, the Companies or its Affiliates the Subsidiaries to issue, sell or transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock or similar ownership interests of any Transferred Subsidiaryother interest in, the Companies or grant, extend or enter into any such agreement, arrangement or commitmentthe Subsidiaries. The Shares constitute all the issued and outstanding capital stock of the Transferred SubsidiariesCompanies and are owned of record and beneficially by the Sellers free and clear of all Encumbrances. There are no outstanding contractual obligations Except as set forth in Section 3.03(a) of Guidant the Disclosure Schedule, all of the capital stock of each Subsidiary is owned directly or indirectly by the Companies free and clear of all Encumbrances. The transfer 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 Affiliates to repurchase, redeem or otherwise acquire any Shares or any other interest interests in the Transferred SubsidiariesSubsidiaries 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 general 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. As of the date hereof, no irrevocable capital contributions of the Argentine Companies are pending 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, none of the Argentine Companies has a negative net worth that could result in its dissolution nor is it subject to mandatory capital reduction, in each case, pursuant to Argentine Corporate Law. (d) Except as set forth in Section 3.03(b3.03(d) of the Disclosure Schedule sets forth a true Schedule, the Argentine Companies comply with the rules of Argentine Corporate Law, the Inspección General de Justicia and complete list of each investment by Guidant or any of its Affiliates in other Persons (the Comisión Nacional de Valores, other than Affiliates of Guidant) engaged violations that would not individually or in the vascular interventional or endovascular solutions businessesaggregate adversely affect such Argentine Company.

Capitalization; Ownership of Shares. (a) Section 3.03(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 Disclosure Schedule sets forth a list Shares by Purchaser pursuant to this Agreement, 3,480 shares of each Transferred Subsidiarycommon stock, no par value will be issued and outstanding, and sets forththere will be no options, for each Transferred Subsidiary, the name, type of entity, jurisdiction warrants and date of its incorporation or organization, its authorized securities convertible into any capital stock. (b) The Shares are validly issued, the number and type of its issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary and all of the Persons owning all the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary. All the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary have been validly issued and are fully paid and nonassessable and except as disclosed in Section 2.3 of the Disclosure Schedule, are ownednot subject to any preemptive rights, directly and there are no voting trust agreements, shareholders’ agreements, proxies, restraints on transfer or indirectlyother contracts, by Guidantagreements or arrangements restricting voting or dividend rights or transferability with respect to the Shares. (c) Except as disclosed in Section 2.3 of the Disclosure Schedule, the applicable Share Seller Xxxxxxxx owns his Shares free and clear of any Liens, pledges, restrictions, contractual obligations, charges, encumbrances or by a Transferred Subsidiary restraints on transfer and Purchaser will acquire good and marketable title to such Shares free and clear of all Encumbrances Liens. Xxxxxxxx is the sole record and beneficial owner of his Shares. Upon endorsement by Xxxxxxxx of the certificates representing his Shares and delivery thereof to Purchaser at Closing, Xxxxxxxx’x Shares, and good and marketable title thereto, will have been duly transferred to Purchaser, free and clear of any restriction Liens, pledges, restrictions, contractual obligations, charge, encumbrance or restraint on transfer whatsoever, and Purchaser will be the right sole record and beneficial owner of his Shares, subject only to vote, sell or otherwise dispose of such issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary. the security interest in the Shares granted by Purchaser to the Shareholders. (d) Except as set forth disclosed in Section 3.03(a) 2.3 of the Disclosure Schedule and except for this AgreementSchedule, there are no outstanding options, rights to purchase, warrants, callsrights, subscriptions, convertible securities privileges or other rightsarrangements, securitiespreemptive, agreementscontractual or otherwise, arrangements to acquire or commitments relating to compel the issued and outstanding shares sale of capital stock or similar ownership interests of each Transferred Subsidiary or obligating Guidant or its Affiliates to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock or similar ownership interests of any Transferred Subsidiaryother securities of, 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 equity interests in the Transferred SubsidiariesCompany. (b) Section 3.03(b) of the Disclosure Schedule sets forth a true and complete list of each investment by Guidant or any of its Affiliates in other Persons (other than Affiliates of Guidant) engaged in the vascular interventional or endovascular solutions businesses.

Capitalization; Ownership of Shares. (a) Section 3.03(a3.2(a)(i) of the Disclosure Schedule sets forth a complete and accurate list of each Transferred Subsidiarythe authorized, and sets forth, for each Transferred Subsidiary, the name, 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 similar ownership interests of each Transferred Subsidiary Company Capital Stock and all of the Persons owning all the issued and outstanding any shares of capital stock or similar ownership interests of each Transferred Subsidiary. All Company Capital Stock that are held in the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary have been validly issued and are fully paid and nonassessable and 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 such issued and outstanding shares of capital stock or similar ownership interests of each Transferred SubsidiaryCompany’s treasury. Except as set forth in Section 3.03(a3.2(a)(i) of the Disclosure Schedule and except for this AgreementSchedule, there are no other shares or other 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 the issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued and are fully paid, non-assessable and free of any preemptive rights. There are no outstanding subscriptions, options, warrants, calls, subscriptionscommitments 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 Company 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, or exchangeable for, securities or other with voting rights, securities, agreements, arrangements or commitments relating ) 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 capital stock or similar ownership interests Company Capital Stock, the address of each Transferred Subsidiary such holder and the number, 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 obligating Guidant or its Affiliates to issue, transfer or sellother ownership interest of any other Person; (ii) does not control any Person; (iii) does not have any investments in, or cause to be issuedhold any interest, transferred directly or soldindirectly, in, any shares of Person; and (iv) does not have any obligation or requirement, directly or indirectly, to provide capital stock or similar ownership interests of any Transferred Subsidiarycontributions to, or grantinvest in, extend or enter into any such agreement, arrangement or commitment. The Shares constitute all the issued and outstanding capital stock of the Transferred Subsidiaries. Person. (c) There are no outstanding contractual obligations of Guidant or its Affiliates to which the Company is a party: (i) to repurchase, redeem or otherwise acquire any Shares shares of Company Capital Stock or any other interest equity interests in the Transferred SubsidiariesCompany; or (ii) relating to the voting of any shares of Company Capital Stock or other equity interests in the Company. (bd) All of the shares of Company Capital Stock and all other securities that have ever been issued or granted by the Company have been issued and granted in compliance with: (i) all applicable state and federal securities Laws and all other applicable Laws; and (ii) all requirements set forth in all applicable Contracts. None of the 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 Company. (e) Except as set forth in Section 3.03(b3.2(e) of the Disclosure Schedule sets forth Schedule, no Person will be entitled to receive any payment or consideration as a true and complete list result of each investment by Guidant or any of its Affiliates in other Persons (the Transactions other than Affiliates of Guidant) engaged in the vascular interventional or endovascular solutions businessesSellers.

Capitalization; Ownership of Shares. (a) Section 3.03(a2.3(a) of the Seller Disclosure Schedule sets forth a list of each Transferred Subsidiary, and sets forth, for each Transferred Subsidiary, the name, 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 similar ownership interests of each Transferred Subsidiary and the Company. The Shares represent all of the Persons owning 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 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 registration for sale under the Securities Act of 1933, as amended (the "Securities Act"), of any securities of the Company or any of its Subsidiaries. (b) All of the Shares are owned of record and beneficially by the Seller free and clear of all liens, pledges, charges, claims, security interests, purchase agreements, options, title defects, restrictions on transfer or other encumbrances and agreements of any nature whatsoever, whether consensual, statutory or otherwise (collectively, "Liens"). The consummation of the issued Stock Purchase will convey to the Buyer good title to the Shares, free and clear of all Liens. (c) Except as set forth in Section 2.3(c) of the Seller Disclosure Schedule, all of the outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary. All of the issued Company's Subsidiaries are beneficially owned by the Company, directly or indirectly, and outstanding all such shares of capital stock or similar ownership interests of each Transferred Subsidiary have been are validly issued and are issued, fully paid and nonassessable and are owned, directly owned by either the Company or indirectly, by Guidant, the applicable Share Seller or by a Transferred Subsidiary one of its Subsidiaries free and clear of all Encumbrances and free of any restriction on Liens. Except for the right to vote, sell or otherwise dispose of such issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary. Except as set forth referred to in Section 3.03(a) of the Disclosure Schedule and except for this Agreementpreceding sentence, there are no not, and at the Closing there will not be, any capital stock or other equity interests in any Subsidiary of the Company issued or outstanding or any subscriptions, options, warrants, calls, subscriptionsrights, convertible securities or other rights, securities, agreements, arrangements agreements or commitments relating to the issued and outstanding shares of capital stock or similar ownership interests of each Transferred any character obligating such Subsidiary or obligating Guidant or any of its Affiliates affiliates to issue, transfer or sell, or cause to be issued, transferred or sold, sell any shares of capital stock or similar ownership interests of any Transferred Subsidiaryother equity interests, or grantany agreements, extend arrangements or enter into understandings granting any such agreementperson any rights in the Subsidiary similar to capital stock or other equity interests including, arrangement without limitation, stock appreciation and profit participation rights. Neither the Company nor any of its Subsidiaries directly or commitment. The Shares constitute all the issued and outstanding indirectly owns any capital stock of or other equity interests in any corporation, partnership or other entity or other Person except for the Transferred Subsidiaries. There Subsidiaries which are no outstanding contractual obligations of Guidant or its Affiliates to repurchase, redeem or otherwise acquire any Shares or any other interest set forth in the Transferred Subsidiaries. (b) Section 3.03(b2.3(c) of the Seller Disclosure Schedule sets Schedule, or as otherwise set forth a true and complete list of each investment by Guidant or any of its Affiliates in other Persons (other than Affiliates of Guidant) engaged in the vascular interventional or endovascular solutions businessessaid Section 2.3(c).

Capitalization; Ownership of Shares. (a) Except as set forth on Section 3.03(a4.03(a) of the Disclosure Schedule, as of the Closing, (i) the authorized capital stock or share capital of Seller Sub, Seller Parent Sub and Seller US Company consists of 1000, 1000 and 1000 shares, respectively, (ii) all of the issued and outstanding shares of Seller Sub, Seller Parent Sub and Seller US Company are validly issued, fully paid and were not issued in violation of any preemptive rights, (iii) there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares or obligating Seller Parent or Seller to issue or sell any shares of, or any other interest in, Seller Sub, Seller Parent Sub or Seller US Company, (iv) the Seller Sub Shares constitute all the issued and outstanding shares of Seller Sub and are owned of record and beneficially by Seller free and clear of all 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 forth, as of the Closing, a true and complete list of each Transferred Subsidiary, and sets forth, listing for each Transferred SubsidiarySubsidiary its name, the name, type of entity, jurisdiction and date of its incorporation or organizationincorporation, its authorized capital stockshares, share capital, equity interest or registered capital, the number and type of its issued and outstanding shares of capital stock shares, share capital, equity interest or similar registered capital, and the current ownership interests of each Transferred Subsidiary and all of the Persons owning all the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary. All the issued and outstanding shares of capital stock or similar ownership interests of each Transferred Subsidiary have been validly issued and are fully paid and nonassessable and 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 such issued and outstanding shares of capital stock shares, share capital, equity interest or similar ownership interests of each Transferred Subsidiaryregistered capital. Except as set forth in on Section 3.03(a4.03(b) of the Disclosure Schedule 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 except for this Agreement, were not issued in violation of any preemptive rights and (ii) there are no options, warrants, calls, subscriptions, convertible securities or other rights, securities, agreements, arrangements or commitments relating to the issued and outstanding shares shares, share capital, equity interest or registered capital, as applicable, of capital stock or similar ownership interests of each Transferred any Subsidiary or obligating Guidant Seller Parent, Seller or its Affiliates any Smart Shirts Entity to issueissue or sell any shares, transfer share capital, equity interest or sellregistered capital, or cause to be issuedas applicable, transferred or sold, any shares of capital stock or 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 the Transferred Subsidiariesin, any Subsidiary. (b) Section 3.03(b) of the Disclosure Schedule sets forth a true and complete list of each investment by Guidant or any of its Affiliates in other Persons (other than Affiliates of Guidant) engaged in the vascular interventional or endovascular solutions businesses.