Common use of Capitalization; Ownership Clause in Contracts

Capitalization; Ownership. Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing).

Capitalization; Ownership. Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of The Purchased Interests constitute all of the issued and outstanding shares, membership interests or other equity interests of each Acquired the Company. Each such holder owns such shares, membership interests or other equity securities, in each caseContributor is the record and beneficial owner of the Purchased Interests, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (Liens other than restrictions Liens arising pursuant to (i) this Agreement, (ii) the Organizational Documents of the Company, (iii) the Liens arising under federal, state and foreign the Scheduled Debt (which Liens are contemplated to be released pursuant to Section 5.11) or (iv) applicable securities laws)Laws. All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company Purchased Interests have been duly authorized, authorized and are validly issued, are fully paid and nonassessable, nonassessable and have were issued and sold in accordance with federal and applicable state securities Laws and were not been issued in violation of any Organizational Document of statutory preemptive rights or any Acquired Company, applicable Law, preemptive rightspurchase or call options, rights of first refusal refusal, subscription rights, preemptive rights or similar rightsrights granted under the Organizational Documents of the Company. There Except for the rights created pursuant to this Agreement, there are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, convertible securities or other rights, agreements agreements, arrangements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired kind relating to the right to subscribe for or purchase Equity Interests in the Company or obligating the Company to issue or sell any Equity Interests in the Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding contractual obligations of the Company to repurchase, redeem or authorized equity otherwise acquire any Equity Interests in the Company or to provide funds to, or make any investment in, any other Person. The Company has never owned and does not presently own any Equity Interests or other securities in any other Person. (b) There are no outstanding stock appreciation, phantom equitystock, profit participation or similar rights with respect to the Company. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any Acquired Companymatters on which members, parties or other equityholders of the Company may vote. There are no voting trusts, irrevocable proxies or other Contracts or understandings to which the Company is a party or is bound with respect to the voting or consent of any shares of Equity Interests of the sharesCompany. (c) Contributor has the right, membership interests or other equity interests of any Acquired Company or other Contracts regarding authority and power to sell, assign and transfer the equity of any Acquired Company with any third partiesPurchased Interests to Acquirer. Except as set forth on Section 3.2 At the Closing, Contributor shall transfer, and upon Acquirer’s payment of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation Final Purchase Price and registration of the Transactions, Buyer will be, directly or indirectly, Purchased Interests in the sole owner, beneficially name of Acquirer in the books and of record, of all records of the issued Company, Acquirer shall acquire, good and outstanding capital stock, shares, membership interests or other equity interests of valid title to the Acquired CompaniesPurchased Interests, free and clear of all Liens (any Lien other than Liens created by Buyer in connection with the Debt Financing)(i) Acquirer or (ii) applicable securities Laws.

Capitalization; Ownership. Section 3.2 (a) Schedule 3.2(a) of the Seller Disclosure Schedule sets forth (ai) the name and jurisdiction of incorporation or organization of each Acquired Company, (bii) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (ciii) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien Encumbrance or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws)interests. All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. The Shares constitute all of the issued and outstanding capital stock, membership interests or other equity interests of L&W. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure ScheduleSchedule 3.2(a), no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Subsidiaries. (b) Upon consummation the Closing and payment in full of the TransactionsClosing Purchase Price, Buyer good and valid title to the Shares will be, directly or indirectly, pass to the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired CompaniesPurchaser, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing)Encumbrances.

Capitalization; Ownership. Section 3.2 (a) Schedule 3.2(a) of the Seller Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record and beneficial owner of all of the outstanding shares, membership interests or other equity interests shares of each of the Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws)Companies. All of the issued and outstanding shares of capital stock, membership interests or other equity interests stock of each the Acquired Company Companies have been duly authorized, and are validly issued, fully paid and nonassessablenon-assessable and, and with respect to Mozy’s Subsidiaries, have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, allotted at a discount and no options, warrants, rights, agreements or commitments to which any such Acquired Company is a party or which are binding upon such Acquired Company providing for in the issuance or redemption process of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third partiesincreasing its issued share capital. Except as set forth on Section 3.2 in Schedule 3.2(a) of the Seller Disclosure Schedule, (i) there are no Acquired Company has any Subsidiaries authorized, issued or owns any outstanding (A) shares of capital stock of, or voting securities or equity interests (whether voting or otherwise) in, the Acquired Companies, (B) preemptive or other outstanding rights, options, warrants, conversion rights, redemption rights, repurchase rights, agreements, arrangements, puts, calls, commitments or rights of any kind to which the Acquired Companies are a party or by which the Acquired Companies are bound that obligate the Acquired Companies to issue, sell, repurchase, redeem or otherwise acquire any shares of capital stock of, or voting securities or equity interests in, the Acquired Companies, (C) securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire any shares of capital stock of, or voting securities or equity interests in, the Acquired Companies, or (D) shares of restricted stock, deferred stock, restricted stock units, stock-based performance units, stock appreciation rights, profits interests, or “phantom” stock awards with respect to any capital stock of, or voting securities or equity interests in, the Acquired Companies, or derivative securities or other Person. Upon consummation rights that are linked to the value of the Transactions, Buyer will be, directly equity or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests value of the Acquired CompaniesCompanies or any part thereof and there is no agreement, or obligation, to create or issue any such arrangement in favor of any person. The equity interests in each of the Acquired Companies have been issued in accordance with its respective governing documents from time to time in force and no transfers of shares in respect of an Acquired Company have been registered otherwise than in accordance with its governing documents from time to time in force at such time. The Seller owns 100% of the Shares. No shares in any Acquired Company have been issued pursuant to any bonus scheme and no shares are in the process of being issued pursuant to any such bonus scheme. (b) Upon the Initial Closing and payment in full of the Purchase Price, good and marketable title to the Shares will pass to the Purchaser or another member of the Purchaser Group, free and clear of all Liens (Encumbrances other than Liens created Permitted Encumbrances, and with no other restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. There are no agreements to which a member of the Seller Group, the Acquired Companies or any other Person is a party or is bound with respect to voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of, or voting securities or equity interests in, the Acquired Companies. (c) To the Knowledge of the Seller, the statutory books and registers of Mozy’s Subsidiaries are up to date in all material respects and contain an accurate record of the material matters which should be dealt with in those books in accordance with reasonable business practice. To the Knowledge of the Seller, all material returns, resolutions and other documents required under Irish companies legislation to be delivered by Buyer a Mozy Subsidiary at the Companies Registration Office in connection Ireland within the two (2) years prior to the date of this Agreement have been duly and promptly made. No Mozy Subsidiary has received any written notice of any application or intended application for the rectification of its register of members or shareholders and, to the Knowledge of the Seller, no such application is pending or threatened. Each Mozy Subsidiary has at all material times acted in material accordance with its constitutional documents (including arrangements governing the Debt Financinglocation of board meetings and the residency of its directors).

Capitalization; Ownership. Section 3.2 2.4.1 The authorized capital stock of Holdings consists of 500,000 shares of authorized common stock, consisting of 100,000 shares of common stock, par value $0.01 per share, and 400,000 shares of preferred stock, par value $0.01 per share, of which 100,000 shares of common stock are issued and outstanding and represents all of the Disclosure Schedule sets forth (a) Transferred Interests. Seller is the name record and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of Transferred Interests. Upon delivery of the outstanding sharesTransferred Interests to Parent Sub at Closing, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each casegood and valid title to the Transferred Interests, free and clear of any Lien or any other restriction on the right all Liens, will pass to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interestsParent Sub. There are no outstanding or authorized subscriptions, options, warrants, rights to acquire, conversion rights or other rights, Contracts or commitments obligating Seller to sell or otherwise dispose of any equity appreciation, phantom equity, profit participation interests or similar rights with respect to any Acquired Companysecurities or obligations exercisable for or convertible into any equity interest of Holdings. There are no voting trusts, proxies trusts or other Contracts or understandings to which Seller is a party with respect to the voting of the sharesany equity interests, membership interests and Seller is neither a party to, nor bound by, any outstanding restrictions, options or other equity interests of any Acquired Company obligations, Contracts or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedulecommitments (contingent or otherwise) to sell, no Acquired Company has any Subsidiaries repurchase, redeem or owns acquire any equity interests or capital stock of any other Person. Upon consummation securities of Holdings. 2.4.2 Holdings is the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially record and of record, beneficial holder of all of the issued and outstanding capital stockequity interests in the Transferred Company. There are no outstanding or authorized subscriptions, sharesoptions, membership warrants, rights to acquire, conversion rights or other rights, Contracts or commitments obligating Holdings to sell or otherwise dispose of any equity interests or any securities or obligations exercisable for or convertible into any equity interest of the Transferred Company. There are no voting trusts or other Contracts or understandings to which Holdings is a party with respect to the voting of any equity interests, and Holdings is neither a party to, nor bound by, any outstanding restrictions, options or other obligations, Contracts or commitments (contingent or otherwise) to sell, repurchase, redeem or acquire any equity interests or any other securities of the Transferred Company. 2.4.3 Except for the equity interests of the Acquired CompaniesTransferred Company, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing)Holdings does not have, nor has it ever had, any assets, liabilities, or business operations.

Capitalization; Ownership. Section 3.2 Schedule 6.04 sets forth the number and type (and, where applicable, the “Participation Threshold” (as defined in the LLC Agreement)) of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized issued and outstanding capital stock or other ownership interests of each Acquired Company, Equity Interests in the Company and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securitiesEquity Interests, in each case, free and clear as of any Lien or the date hereof (including the Options), as well as any other restriction on rights that entitle any Person to share in the right to voteequity, sell profits, earnings, losses or otherwise dispose gains of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws)the Company. All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Equity Interests in the Company have been duly authorizedauthorized and validly issued and are fully paid, and are validly issued, fully paid were issued in compliance with all applicable state and nonassessable, federal securities Laws and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There Except as set forth on Schedule 6.04, there are no authorized or outstanding shares of capital stockoptions, membership interests warrants, convertible securities, subscription rights, conversion rights, exchange rights or other equity interests of agreements that require the Company to issue or sell any Acquired Company, Equity Interests (or securities convertible into or exchangeable for such shares, membership interests Equity Interests) or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation stock or similar rights with respect to the Company or any Acquired other rights that entitle any Person to share in the equity, profits, earnings, losses or gains of the Company. The Company is not subject to any obligation (contingent or otherwise) to redeem, repurchase or otherwise acquire or retire any of its Equity Interests that would survive the Closing. There are no voting trusts, proxies proxies, shareholder agreements or any other Contracts agreements or understandings with respect to the voting voting, sale or transfer of the shares, membership interests any shares or other equity interests of any Acquired Company or other Contracts regarding Equity Interests in the equity of any Acquired Company with any third partiesCompany, except for the LLC Agreement. Except as set forth on Section 3.2 in the LLC Agreement and except for the Options, there are no Contracts to which the Company or any of its Subsidiaries is a party or by which any of them are bound to pursuant to which the Disclosure ScheduleCompany or any of its Subsidiaries has an outstanding obligation to repurchase, redeem or otherwise acquire or dispose of any of its Equity Interests. Except as set forth in the LLC Agreement, no Acquired Company Person has any Subsidiaries right of first offer, right of first refusal, preemptive or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer similar right in connection with any future offer, sale or issuance of equity securities of the Debt Financing)Company or any of its Subsidiaries. None of the Equity Interests in the Company are certificated. True and complete copies of the organizational documents of the Company, including all amendments thereto, as presently in effect have been made available to Buyer.

Capitalization; Ownership. Section 3.2 4.02 of the Disclosure Schedule sets forth (a) the name and jurisdiction number of incorporation or organization authorized shares of each Acquired class of each Company’s equity interests, (b) the authorized number of issued and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired class of each Company. Each ’s equity securities and the number of issued and outstanding equity interests of each Company’s equity interests held by each record and beneficial owner of such holder owns such shares, membership equity interests or other equity securitiesand each director and officer of each of the Companies and their Subsidiaries, in each case, both prior to the Reorganization and subsequent to the consummation of the Reorganization. All of each Company’s equity interests have been duly authorized and validly issued and are fully paid and non-assessable, and were issued in compliance with all applicable state and federal securities Laws, such Company’s Governing Documents or any other contract or arrangement by and among each Company and any holder of equity interest of such Company or to which such Company is bound, including any applicable preemptive rights, are free and clear of any Lien or any other restriction restrictions on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests transfer (other than restrictions under applicable federal, state and foreign other securities laws). All Laws) and Liens (other than Permitted Liens) and is owned, beneficially and of record, by the Persons set forth on Section 4.02 of the issued Disclosure Schedule, in each case, both prior to the Reorganization and subsequent to the consummation of the Reorganization. Except as set forth on Section 4.02 of the Disclosure Schedule, there are no outstanding shares of capital stockoptions, membership interests warrants, convertible securities, subscription rights, conversion rights, exchange rights or other agreements that require each Company to issue or sell any of its equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or its equity interests, . Seller Parties have made available to Buyer true and no options, warrants, rights, agreements or commitments to which any Acquired correct copies of the Company’s Governing Documents and true and correct copies of each Company’s current capitalization tables. Each Company is not obligated to repurchase, redeem or otherwise acquire any of its outstanding shares of capital stock or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. There are no bonds, debentures, notes or other indebtedness of any Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of securities of the Companies may vote. Each Company is not a party to, or which are binding upon such Acquired Company providing for otherwise subject to, any voting trust, proxy or other contract with respect to the issuance voting, repurchase, redemption, sale, transfer or redemption other acquisition or disposition of any its shares of such Acquired Company’s capital stock, membership interests stock or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing).

Capitalization; Ownership. Section 3.2 (a) Schedule 3.2(a) of the Seller Disclosure Schedule sets forth (ai) the name and jurisdiction of incorporation or organization of each Acquired Company, Company and (bii) the authorized holder of record and beneficial owner of all of the outstanding capital stock shares or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests stock or other equity ownership interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessablenon-assessable. Except as set forth in Schedule 3.2(a) of the Seller Disclosure Schedule, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There (i) there are no authorized authorized, issued or outstanding (A) shares of capital stockstock of, membership or voting securities or equity interests in, any of the Acquired Companies, (B) preemptive or other equity interests of any Acquired Companyoutstanding rights, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, conversion rights, agreements stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, puts, calls, commitments or commitments rights of any kind to which any Acquired Company is a party or by which are binding upon such any Acquired Company providing for the issuance is bound that obligate an Acquired Company to issue, sell, repurchase, redeem or redemption of otherwise acquire any shares of such capital stock of, or voting securities or equity interests in, an Acquired Company’s , (C) securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire any shares of capital stock of, or voting securities or equity interests in, an Acquired Company, or (D) shares of restricted stock, membership interests MASTER ACQUISITION AGREEMENT deferred stock, restricted stock units, stock-based performance units, stock appreciation rights or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights “phantom” stock awards with respect to any capital stock of, or voting securities or equity interests in, an Acquired Company. There are no voting trusts, proxies or derivative securities or other Contracts with respect rights that are linked to the voting value of the shares, membership interests equity or other equity interests the value of any an Acquired Company or other Contracts regarding the equity any part thereof and (ii) there are no outstanding obligations (contingent or otherwise) of any an Acquired Company with to repurchase, redeem or otherwise acquire any third parties. Except as set forth on Section 3.2 such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. (b) Upon each applicable Closing and payment in full of the Disclosure SchedulePurchase Price, no good and marketable title to the Acquired Company has any Subsidiaries Shares will pass to the Purchaser or owns any equity interests or capital stock of any other Person. Upon consummation another member of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired CompaniesPurchaser Group, free and clear of all Liens Encumbrances, and with no other restrictions on the voting rights or other incidents of record and beneficial ownership of such Acquired Company Shares. There are no agreements to which a member of the Seller Group, an Acquired Company or, to the Knowledge of the Seller, any other Person is a party or is bound with respect to voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (other than Liens created by Buyer in connection or from granting any option or similar right with the Debt Financingrespect to), any shares of capital stock of, or voting securities or equity interests in, an Acquired Company.

Capitalization; Ownership. Section 3.2 3.4.1 The authorized capital stock of the Disclosure Schedule sets forth Transferred Company consists of 5,000 shares of authorized common stock, par value $0.01, of which One (a1) the name share is issued and jurisdiction of incorporation or organization of each Acquired Companyoutstanding, which One (b1) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of share represents all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws)Transferred Interests. All the Transferred Interests are duly authorized, validly issued, fully paid and non-assessable and were issued in compliance with all applicable Laws and constitute all of the issued and outstanding shares of capital stock, membership interests stock or other equity interests securities of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired the Transferred Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests stock held in the corporate treasury of any Acquired the Transferred Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no optionsshares of capital stock of the Transferred Company are reserved for issuance. 3.4.2 The designations, warrantspowers, preferences, rights, agreements or commitments to which any Acquired qualifications, limitations and restrictions of each class of authorized capital stock of the Transferred Company is a party or which are binding upon such Acquired Company providing for as set forth in the issuance or redemption of any shares of such Acquired Transferred Company’s capital stockOrganizational Documents, membership interests or other equity interestsand all such designations, or securities convertible into or exchangeable for such sharespowers, membership interests or equity interestspreferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable in accordance with applicable Law. There are no outstanding or authorized subscriptions, options, warrants, rights to acquire, conversion rights or other rights, Contracts or commitments obligating the Transferred Company to issue, sell or otherwise dispose of any securities or obligations exercisable for or convertible into any equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired interest of the Transferred Company’s capital stock. There are no voting trusts, proxies trusts or other Contracts or understandings to which the Transferred Company is a party or to which it is subject with respect to the voting of any equity interests, and the sharesTransferred Company is not a party to, membership interests or bound by, any outstanding restrictions, options or other equity interests of any Acquired Company obligations, Contracts or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedulecommitments (contingent or otherwise) to sell, no Acquired Company has any Subsidiaries repurchase, redeem or owns acquire any equity interests or capital stock of any other Person. Upon consummation securities of the Transactions, Buyer will beTransferred Company. 3.4.3 The Transferred Company does not own, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests any interest or other investment (whether in equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer or debt) in connection with the Debt Financing)any Person.

Capitalization; Ownership. Section 3.2 of the Disclosure Schedule sets forth (a) All of the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the aggregate authorized and outstanding capital stock or other ownership limited liability company interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired the Company are as set forth on Schedule 3.2. No claim has been made or threatened in writing against the Company or Seller asserting that any Person other than a Person listed on Schedule 3.2 is the holder or beneficial owner of any equity (including options) of, or any other voting, equity, profits or ownership interest in the Company. Each such holder owns such sharesExcept as set forth on Schedule 3.2, the Company has not issued or agreed to issue any: (i) membership interests or other equity securitiesinterest in the Company; (ii) option, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests warrant or other right convertible into or exchangeable or exercisable for the purchase of Company membership or equity interests interests; (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, iii) preemptive rights, rights of first refusal or similar rights. There are no authorized other rights to subscribe for, purchase or outstanding shares otherwise acquire from the Company any equity of, or any other voting, equity, profits or ownership interest in the Company; (iv) equity appreciation right, phantom equity, interest in the earnings of capital stock, membership interests the Company or other economic equivalent or equity-based award or right; (v) irrevocable proxies or voting agreements with respect to any of the Company Interests or any other equity or voting interests of any Acquired in the Company; or (vi) bond, debenture or securities other indebtedness having the right to vote or convertible into or exchangeable for such shares, membership or equity interests having the right to vote. (b) The Company Interests held by Seller constitute all the issued and outstanding limited liability company or membership interests or equity interestsof the Company. All of the Company Interests are duly authorized, validly issued, and except to the extent expressly set forth in the Company LLC Agreement, fully paid and non-assessable. (c) No distributions of cash or property in respect of the outstanding membership interests of the Company have been declared or are pending, except for such are disclosed on Schedule 3.2 or otherwise have been paid in full as of the Closing. (d) All of the Company Interests have been offered, sold and delivered by the Company to Seller in compliance with all applicable federal and state securities laws. Except for rights granted to Purchaser under this Agreement, there are no optionsoutstanding obligations of the Company to issue, warrantssell or transfer or repurchase, redeem or otherwise acquire, or except as set forth in the Company LLC Agreement, that relate to the holding, voting or disposition of or that restrict the transfer of, the issued or unissued membership interests of the Company. No Company Interests have been issued in violation of any rights, agreements agreements, arrangements or commitments under any provision of the Company LLC Agreement or the Company’s certificate of formation or any contract, agreement or understanding to which any Acquired the Company is a party or by which are binding upon such Acquired the Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing)is bound.

Capitalization; Ownership. Section 3.2 of the Disclosure (a) Schedule 4.5(a) sets forth (ai) the name and jurisdiction total number of incorporation or organization authorized Equity Interests of each Acquired the Company, (bii) the authorized number and outstanding capital stock or other ownership interests class of each Acquired CompanyEquity Interests of the Company issued and outstanding, and (ciii) the beneficial and holder of record owner of all the issued and outstanding Equity Interests of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares Equity Interests of capital stock, membership interests or other equity interests of each Acquired the Company have been are duly authorized, and are validly issuedissued and, to the extent such concept is applicable, fully paid and nonassessablenon-assessable, and have not been none of the outstanding Equity Interests of the Company are subject to, or were issued in violation of, any purchase option, call option, right of any Organizational Document of any Acquired Company, applicable Lawfirst refusal, preemptive rightsright, rights subscription right or any similar right under Applicable Laws or Organizational Documents or Operating Documents of first refusal or similar rights. the Company. (b) There are no authorized (i) outstanding securities or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities obligations convertible into or exchangeable for such sharesEquity Interests of the Company, membership interests (ii) outstanding or equity interests, and no authorized options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests call rights or other equity interestssimilar rights obligating the Company to issue, transfer or securities convertible into sell or exchangeable for such sharescause to be issued, membership interests transferred or equity interests. There are no sold any Equity Interests of the Company, (iii) outstanding or authorized equity stock appreciation, phantom equity, profit participation stock or similar rights with respect to any Acquired the Company. There are no voting trusts, proxies or other (iv) Contracts with respect to which the Company is a party relating to the voting voting, issuance, purchase, redemption, registration, repurchase or transfer of any of the sharesEquity Interests of the Company. (c) Each of the Seller, membership interests the Company and each of the Company Subsidiaries has complied with all applicable securities Laws in connection with the offer, sale or other equity interests issuance of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 Equity Interests of the Disclosure Schedule, no Acquired Company has and the Company Subsidiaries. Neither the Company nor any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will beCompany Subsidiaries owns, directly or indirectly, the sole owner, beneficially and of record, of all or otherwise has any right or obligation to acquire any Equity Interests in any Person other than another Company Subsidiary. None of the issued and outstanding Company or any Company Subsidiary has agreed to make, or is obligated to make, any future investment in or capital stock, shares, membership interests or contribution to any other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing)Person.

Capitalization; Ownership. (a) Section 3.2 5.04 of the Disclosure Schedule sets forth (a) the name number of issued and jurisdiction of incorporation or organization outstanding units of each Acquired Company, (b) class of the authorized Company Units and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all each outstanding Company Unit. There are no Company Units outstanding other than the Company Units listed on Section 5.04 of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws)Disclosure Schedule. All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company Units have been duly authorized, authorized and validly issued and are validly issued, fully paid and nonassessablenon-assessable, and have were issued in compliance with all applicable state and federal securities Laws and not been issued in violation of any Organizational Document purchase or call option, right of any Acquired Companyfirst refusal, applicable Lawsubscription right, preemptive rights, rights of first refusal right or any similar rights. There are no authorized or outstanding shares of capital stockrights, membership interests options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other equity agreements that require the Company to issue or sell any Company Units or other equity, voting or ownership interests of any Acquired Company, (or securities convertible into or exchangeable for such sharesCompany Units or other equity, membership interests voting or equity ownership interests, and no options, warrants, rights, agreements or commitments to which any Acquired ). The Company is a party not obligated to repurchase, redeem or which are binding upon such Acquired otherwise acquire any of its outstanding Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests Units or other equity equity, voting or ownership interests. Pursuant to Section 3.4 of the Operating Agreement, all of the Class N Common Units of the Company have been cancelled and the prior holders thereof have no further rights pursuant to the Operating Agreement with respect to such Class N Common Units and have no rights in, or securities convertible into claims against, the Company or exchangeable for such sharesits assets. (b) Other than the Class P Units, membership interests or equity interests. There there are no outstanding or authorized equity stock appreciation, phantom equitystock, profit participation or similar rights with respect obligating the Company to issue, transfer, or sell any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests Units or other equity interests of the Acquired CompaniesCompany. The Company has no authorized or outstanding bonds, free and clear debentures, notes or other indebtedness the holders of all Liens which have the right to vote (other than Liens created by Buyer in connection or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the Debt Financingholders of Company Units on any matter. The Company is not, and to the Company’s Knowledge no Unitholder is, a party to any voting agreements with respect to any Company Units. There are no outstanding obligations of the Company or any of its Subsidiaries to provide funds to, or make any investment in, any other Person (in either case, in the form of a loan, capital contribution, purchase of an interest (whether from the issuer or another Person) or otherwise).

Capitalization; Ownership. Section 3.2 (a) Schedule 3.2(a) of the Seller Disclosure Schedule sets forth (ai) the name and jurisdiction of incorporation or organization of each the Acquired Company, (bii) the authorized legal and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record owner of all of the issued and outstanding shares, membership interests or other equity interests shares of each the Acquired Company and (iii) the number and classes of all authorized and issued shares in the capital of the Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares in the capital of capital stock, membership interests or other equity interests of each the Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessablenon-assessable and were offered, issued, sold and have not been issued delivered in violation material compliance with all applicable securities Laws. Except as set forth in Schedule 3.2(a) of any Organizational Document of any Acquired Companythe Seller Disclosure Schedule, applicable Law, preemptive rights, rights of first refusal or similar rights. There there are no authorized authorized, issued or outstanding (A) shares of in the capital stockof, membership interests or other voting securities or equity interests of any class or securities containing equity-like features in, the Acquired Company, (B) preemptive or securities convertible into or exchangeable for such sharesother outstanding rights, membership interests or equity interests, and no options, warrants, conversion rights, agreements redemption rights, repurchase rights, agreements, arrangements, puts, calls, commitments or commitments rights of any kind to which any the Acquired Company is a party or by which the Acquired Company is bound that obligate the Acquired Company to issue, sell, repurchase, redeem or otherwise acquire any shares in the capital of, or voting securities or equity interests in, the Acquired Company, (C) securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire any shares in the capital of, or voting securities or equity interests in, the Acquired Company, (D) restricted shares, deferred shares, share-based performance units, share appreciation rights or “phantom” share awards with respect to any shares in the capital of, or voting securities or equity interests in, the Acquired Company, or derivative securities or other rights that are binding upon linked to the value of the equity or the value of the Acquired Company or any part thereof or (E) bonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) in the Acquired Company. (b) Upon execution of the Notarial Deed and registration of the applicable member of the Purchaser Group as the owner of the Acquired Company Shares in the shareholders’ register of the Acquired Company, good and marketable title to the Acquired Company Shares will pass to the applicable member of the Purchaser Group, free and clear of all Encumbrances, and with no other restrictions on the meeting rights, voting rights or profit rights or other incidents of record and beneficial ownership of such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interestsShares. There are no agreements, options, warrants or other rights, obligations or arrangements contemplated or outstanding which provide for the sale or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Companyissuance of the items listed in clauses (A) through (E) of Section 3.2(a). There are no voting trusts, proxies or other Contracts agreements to which any member of the Seller Group or the Acquired Company is a party with respect to the voting of the shares, membership interests or other equity interests shares in the capital of any the Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Scheduleownership or similar interests of, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectlyowned by, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing)Company.

Capitalization; Ownership. Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired CompanyExcept as set forth on Schedule 3.6(a), (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other Interests and the equity interests of each Acquired the Company. Each such holder owns such shares’s Subsidiaries are duly authorized, membership interests or other equity securitiesvalidly issued, in each casefully paid, non-assessable, free of preemptive rights and free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (Liens other than restrictions under federal, state and foreign applicable securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rightsLaws. There are no authorized or (i) outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any shares of such Acquired Company’s capital stockcharacter, membership interests Contracts, obligations convertible or exchangeable securities or other similar commitments, contingent or otherwise, relating to the equity interestsinterests of the Company or any of its Subsidiaries, (ii) outstanding Contracts of the Company or any of its Subsidiaries, their respective equityholders or any other Person to purchase, redeem or otherwise acquire any outstanding equity interests of the Company or any of its Subsidiaries, or securities or obligations of any kind convertible into any equity interests of the Company or exchangeable for such sharesany of its Subsidiaries, membership (iii) dividends which have accrued or been declared but are unpaid on the equity interests of the Company or equity interests. There are no any of its Subsidiaries, (iv) outstanding or authorized equity appreciation, phantom equitystock, stock plans, profit participation plans, profit units, equity plans or similar rights with respect to the Company or any Acquired Company. There are no of its Subsidiaries or the Business, and (v) voting trusts, proxies Contracts or other equityholder Contracts with respect relating to the voting management or equity of the sharesCompany or any of its Subsidiaries (other than their respective Governing Documents). Other than VES and GIPOP, the Company does not own, directly or indirectly, any capital stock, membership interests interest, partnership interest, joint venture interest or other equity interests of interest in any Acquired Person, and the Company or other Contracts regarding the equity any of its Subsidiaries are not subject to any Acquired Company with obligation or requirement to provide for or make any third partiesinvestment in any Person. Except as set forth on Section 3.2 Schedule 3.6(a), none of the Disclosure Schedulepartnership interests in GIPOP owned by the Company is subject to voting trust, no Acquired transfer restrictions or other similar arrangements that relate to the voting or control of such interest. None of the Company has or any of its Subsidiaries or owns any equity interests or capital stock is the subject of any other Person. Upon consummation bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (b) Seller owns, and upon delivery by Seller to Buyer of the TransactionsInterests pursuant to Article II, Buyer will be, directly or indirectly, the sole owner, own of record and beneficially and of record, of all of the Interests. Schedule 3.6(b) accurately and completely sets forth the capital structures of the Company and its Subsidiaries, including the equity interests which are authorized and which are issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing)outstanding.

Capitalization; Ownership. Section 3.2 (a) Schedule 3.2(a) of the Seller Disclosure Schedule sets forth (ai) the name and jurisdiction of incorporation or organization of each Acquired CompanyCompany and each Joint Venture, (bii) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (ciii) the beneficial and holder of record and beneficial owner of all of the outstanding shares, membership interests shares or other equity ownership interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien Encumbrance or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests shares or other equity ownership interests, (iv) to the Knowledge of the Seller, the outstanding capital stock or other ownership interests of each Joint Venture, and (v) the amount of capital stock or other than restrictions under federal, state and foreign securities laws)ownership interests owned of record by the Seller Group in each Joint Venture. All of the issued and outstanding shares of capital stock, membership interests stock or other equity ownership interests of each Acquired Company have been duly authorized, and are validly issued, issued and fully paid and nonassessable, nonassessable and have are not been issued in violation of subject to any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There Except as set forth on Schedule 3.2(a) of the Seller Disclosure Schedule, there are no authorized or outstanding shares of capital stock, membership interests stock or other equity ownership interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests shares or equity ownership interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests stock or other equity ownership interests, or securities convertible into or exchangeable for such shares, membership interests shares or equity ownership interests. There are Other than as set forth in Schedule 3.2(a) of the Seller Disclosure Schedule, no outstanding Acquired Company and, to the Knowledge of the Seller, no Joint Venture, has any direct or authorized indirect equity appreciationownership interest in any Business Entity, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies joint venture or other Contracts with respect entity. (b) Except as set forth on Schedule 3.2(b) of the Seller Disclosure Schedule, upon payment in full of the Purchase Price, good and marketable title to the voting Acquired Company Shares and, to the Knowledge of the sharesSeller, membership interests the JV Interests, will pass to the Purchaser or another member of the Purchaser Group, free and clear of all Encumbrances, and with no other restrictions on the voting rights or other equity interests incidents of any record and beneficial ownership of such Acquired Company or other Contracts regarding Shares or, to the equity Knowledge of any Acquired Company with any third partiesthe Seller, such JV Interests. Except as set forth on Section 3.2 Schedule 3.2(b) of the Seller Disclosure Schedule, there are no Acquired Company has any Subsidiaries agreements to which either the Seller or owns any equity interests or capital stock of any other Person. Upon consummation of Person is a party or is bound with respect to the Transactions, Buyer will be, directly voting (including voting trusts or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests proxies) or other equity interests transfers of the Acquired CompaniesCompany Shares and, free and clear to the Knowledge of all Liens (other than Liens created by Buyer in connection with the Debt Financing)Seller, the JV Interests.