Common use of Capitalization; Ownership of Shares Clause in Contracts

Capitalization; Ownership of Shares. (a) The outstanding shares of the Company (excluding, for purposes of this sentence and Section 2.4(c) only, any subsidiary of the Company) consist solely of the Shares held by Shareholder. Such Shares were duly authorized for issuance and are validly issued, fully paid and non-assessable, and were not issued in violation of any Stock Purchase Rights or any similar rights and have been issued in compliance in all material respects with all applicable Laws. Other than is set forth on Section 4.12 of the Company Disclosure Schedule, the Company has no debt securities or loans outstanding. (b) Other than as contemplated by this Agreement and as is set forth on Section 4.12 of the Company Disclosure Schedule, there are no outstanding rights of first refusal or offer, preemptive rights, options, warrants, conversion rights, other rights or other agreements, either directly or indirectly, for the purchase or acquisition from the Company or Shareholder by any other Person of any securities or any other interest in the Company or any debt or equity securities or instruments convertible into or exchangeable for securities or any other interests in the Company (collectively, “Stock Purchase Rights”). (c) Shareholder owns beneficially and of record 100% of the issued and outstanding Shares of the Company free and clear of any and all Liens. Shareholder has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to Buyer legal and beneficial ownership of such Shares, free and clear of any and all Liens. There is no agreement or understanding between or among Shareholder and any other Person(s) that relates to the voting or giving of written consents with respect to any securities of the Company.

Capitalization; Ownership of Shares. (a) The Section 3.4(a) of the Holdings Disclosure Schedule sets forth the authorized capital stock of, and the number of issued and outstanding shares of capital stock or other equity interests in, Holdings and each of the Company (excluding, for purposes Transferred Companies. As of the date of this sentence Agreement, except as set forth in Section 3.4(a) of the Holdings Disclosure Schedule, there are no issued and Section 2.4(c) onlyoutstanding shares of capital stock or other equity interests in any of the Transferred Companies, or any subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character obligating Parent, Holdings or any of the Transferred Companies to issue, transfer or sell, or cause to be issued, transferred or sold, any subsidiary capital stock or other equity interests in any of the Company) consist solely Transferred Companies, nor are there any shares of the Shares held by Shareholder. Such Shares were duly authorized capital stock or other equity interests reserved for issuance and are pursuant thereto. Each outstanding share of capital stock of each Transferred Company that is a corporation is duly authorized, validly issued, fully paid and non-assessablenonassessable and (except as otherwise required by applicable Law (as hereinafter defined)) free of preemptive rights. Each equity interest of each Transferred Company that is not a corporation is duly authorized, validly issued and were not issued in violation (except as otherwise required by applicable Law) free of any Stock Purchase Rights or any similar rights and have been issued in compliance in all material respects with all applicable Laws. Other than is set forth on Section 4.12 of the Company Disclosure Schedule, the Company has no debt securities or loans outstandingpreemptive rights. (b) Other than Except as contemplated by this Agreement and as is set forth on in Section 4.12 3.4(b) of the Company Holdings Disclosure Schedule, there are no outstanding rights of first refusal or offer, preemptive rights, options, warrants, conversion rights, other rights or other agreements, either directly or indirectly, for the purchase or acquisition from the Company or Shareholder by any other Person of any securities or any other interest in the Company or any debt or equity securities or instruments convertible into or exchangeable for securities or any other interests in the Company (collectively, “Stock Purchase Rights”). (ci) Shareholder owns beneficially and of record 100% all of the issued and outstanding Shares shares of capital stock of, or other equity or membership interests in, the Company free Transferred Companies (collectively, the "Shares") are owned of record and clear of any and all Liens. Shareholder has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to Buyer legal and beneficial ownership of such Sharesbeneficially by Holdings either directly or indirectly through a Transferred Company, free and clear of all liens, pledges, charges, claims, security interests or other encumbrances, except for liens for current Taxes not yet due and payable (collectively, "Liens"), (ii) there are no restrictions on the payment of dividends by any of the Transferred Companies (other than by operation of Law) and (iii) no Transferred Company is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. The consummation of the Merger will convey to Acquiror Sub good title to the Shares of the Directly Transferred Companies, free and clear of all Liens. There is no agreement , except for those created by Acquiror or understanding between the Acquiror Sub Surviving Corporation or among Shareholder and any other Person(s) that relates to the voting or giving arising out of written consents with respect to any securities ownership of the CompanyShares by the Acquiror Sub Surviving Corporation.