Common use of Capitalization; Ownership Clause in Contracts

Capitalization; Ownership. Schedule 3.4 sets forth a true and complete list that accurately reflects (i) to Sellers’ Knowledge, the outstanding Equity Interests in OCI Wyoming L.P. and OCI Wyoming Co. and (ii) the name of each Seller and the number or amount of Equity Interests in each Company owned by such Seller. AHC is the record and beneficial owner of the OCI Wyoming Co. Interests, Bitco is the record and beneficial owner of the OCI Wyoming L.P. Interest, and, to Sellers’ Knowledge, OCI Wyoming Co. is the record and beneficial owner of the Limited Partner Interest, in each case (and to Seller’s Knowledge only with respect to the Limited Partner Interest) free and clear of any Liens other than Liens arising pursuant to (a) the right of Buyer to acquire the Purchased Interests pursuant to this Agreement, (b) the Organizational Documents of the Companies, or (c) restrictions on transfer pursuant to applicable securities Laws. To Sellers’ Knowledge, all of the Purchased Interests have been duly authorized and validly issued, are non-assessable, and were issued and sold in accordance with federal and applicable state securities Laws and were not issued in violation of any statutory preemptive rights or preemptive rights granted under the Organizational Documents of the Companies. Except as set forth on Schedule 3.4 with respect to certain preemptive rights granted under the Organizational Documents of the Companies and except for the rights of Buyer created pursuant to this Agreement, there are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any kind relating to the right to subscribe for or purchase Equity Interests in the Companies or obligating the Companies to issue or sell any Equity Interests in the Companies. There are no outstanding contractual obligations of the Companies to (x) repurchase, redeem or otherwise acquire any of the Purchased Interests or, to Sellers’ Knowledge, any of the other Equity Interests in the Companies or (y) to Sellers’ Knowledge, to provide funds to, or make any investment in, any other Person. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights affecting the Purchased Interests. Except for the Limited Partnership Interest owned by OCI Wyoming Co., the Companies do not own any Equity Interests or other securities in any other Person. At the Closing, Buyer will acquire good and valid title to the OCI Wyoming Co. Interests and the OCI Wyoming L.P. Interest in accordance with the Organizational Documents of the Companies and free and clear of any Liens, other than Liens pursuant to the Organizational Documents of the Companies, Liens arising at or after the Closing as a result of Buyer’s actions or obligations, and restrictions on transfer pursuant to applicable securities Laws. Sellers have performed all of the covenants and agreements required to be performed by Sellers with respect to any restriction on transfer of the Purchased Interests pursuant to the Organizational Documents of the Companies, which restrictions have been waived or otherwise expired at or prior to the Closing.

Capitalization; Ownership. Schedule 3.4 sets forth a true (a) Seller owns (beneficially and complete list that accurately reflects of record) and has the sole unrestricted right, subject to the terms of the Operating Agreement, to sell the Subject Membership Interests, free and clear of all Liens (iother than the security interest in the Subject Membership Interests held by Xxxxxxx Xxxx as evidenced by the documentation attached hereto as EXHIBIT D (the "CASH SECURITY INTEREST"), which security interest shall be released by Seller upon payment of the Cash Consideration (or Deposit therefor) on or prior to Sellers’ Knowledgethe Closing). Upon transfer to Buyer by Seller of the Subject Membership Interests, Buyer will have good and marketable title to the outstanding Equity Interests Subject Membership Interests, free and clear of all Liens. Except as provided in OCI Wyoming L.P. and OCI Wyoming Co. and (ii) the name of each Seller Operating Agreement and the number or amount of Equity Interests in each Company owned by such Seller. AHC Cash Security Interest, Seller is the record and beneficial owner of the OCI Wyoming Co. Interests, Bitco is the record and beneficial owner of the OCI Wyoming L.P. Interestnot a party to any, and, to Sellers’ Seller's Knowledge, OCI Wyoming Co. is there are no, agreements, written or oral, relating to the record and beneficial owner acquisition, disposition or voting of the Limited Partner Interestsecurities of the Company. Effective as of the Closing Date, by virtue of the transfer of the Subject Membership Interests to Buyer, without taking into consideration the transactions contemplated by the Other Members' Purchase Agreement, Buyer shall become a Member of the Company with 23.5 Points and a Sharing Ratio of 23.5% and Buyer shall have all of the preferences and rights of a Member set forth in each case (the Operating Agreement, including without limitation, Economic Rights and to Seller’s Knowledge only Voting Rights commensurate with respect to a 23.5% ownership interest in the Limited Partner Interest) free and clear of any Liens other than Liens arising pursuant to (a) Company, the right to receive information about the Company and any other rights of Buyer to acquire a Member under the Purchased Interests pursuant to this Agreement, Act. (b) the Organizational Documents As of the Companiesdate hereof, or (c) restrictions on transfer pursuant to applicable securities Laws. To Sellers’ Knowledge, all the authorized and outstanding Membership Interests of the Purchased Interests have been duly authorized Company are held beneficially and validly issued, are non-assessableof record by the Persons set forth on SCHEDULE 2.3A hereof, and were issued and sold in accordance with federal and applicable state securities Laws and were not issued in violation the Points of any statutory preemptive rights or preemptive rights granted under the Organizational Documents of the Companies. Except each Member are as set forth on Schedule 3.4 with respect to certain preemptive rights granted SCHEDULE 2.3B hereof. Except as contemplated under the Organizational Documents of the Companies and except for the rights of Buyer created pursuant to this Agreement, there are no outstanding securities of the Company or any subscriptions, options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any kind for or relating to the right to subscribe for issuance or purchase Equity Interests in the Companies sale of, or obligating the Companies to issue outstanding securities convertible into or sell exchangeable for, any Equity Interests in the Companies. There are no outstanding contractual obligations securities of the Companies Company. The Company has no obligation to (x) repurchasepurchase, redeem redeem, or otherwise acquire any of its equity interests or any interests therein, except as provided in the Purchased Governing Documents. (c) All Membership Interests orhave been offered, to Sellers’ Knowledgeissued, sold and delivered in material compliance with all applicable federal and state securities laws and not in violation of any preemptive rights. The relative rights, preferences, provisions, qualifications, limitations and restrictions in respect of the other Equity Membership Interests are as set forth in the Companies or Governing Documents and the Act. (yd) to Sellers’ KnowledgeExcept as set forth in the Operating Agreement and the Cash Security Interest, to provide funds to, or make any investment in, any other Person. There there are no outstanding (a) preemptive rights, rights of first refusal, put or authorized equity appreciation, phantom equity, profit participation call rights or similar obligations or anti-dilution rights affecting the Purchased Interests. Except for the Limited Partnership Interest owned by OCI Wyoming Co., the Companies do not own any Equity Interests or other securities in any other Person. At the Closing, Buyer will acquire good and valid title to the OCI Wyoming Co. Interests and the OCI Wyoming L.P. Interest in accordance with the Organizational Documents of the Companies and free and clear of any Liens, other than Liens pursuant to the Organizational Documents of the Companies, Liens arising at or after the Closing as a result of Buyer’s actions or obligations, and restrictions on transfer pursuant to applicable securities Laws. Sellers have performed all of the covenants and agreements required to be performed by Sellers with respect to any restriction the issuance, sale or redemption of the Company's securities, including Membership Interests, and (b) no documents, instruments or agreements, written or oral, relating to the acquisition, disposition or voting of the Company's securities, including Membership Interests, or restrictions on the transfer of the Purchased Interests pursuant to the Organizational Documents of the CompaniesCompany's securities, which restrictions have been waived or otherwise expired at or prior to the Closingincluding Membership Interests.

Capitalization; Ownership. Schedule 3.4 sets forth a true and complete list that accurately reflects (i) to Sellers’ Knowledge, the outstanding Equity Interests in OCI Wyoming L.P. and OCI Wyoming Co. and (ii) the name of each Seller and the number or amount of Equity Interests in each Company owned by such Seller. AHC is the record and beneficial owner of the OCI Wyoming Co. Interests, Bitco is the record and beneficial owner of the OCI Wyoming L.P. Interest, and, to Sellers’ Knowledge, OCI Wyoming Co. is the record and beneficial owner of the Limited Partner Interest, in each case (and to Seller’s Knowledge only with respect to the Limited Partner Interest) free and clear of any Liens other than Liens arising pursuant to (a) the right of Buyer to acquire the Purchased Interests pursuant to this AgreementThe Shares are, (b) the Organizational Documents as of the Companies, or (c) restrictions on transfer pursuant time immediately prior to applicable securities Laws. To Sellers’ Knowledgethe Closing, all of the Purchased fully paid and non-assessable issued shares of the Company and, other than as listed with respect to ESOP Beneficiaries as set forth on Schedule 9.8(p), represent the only legal and beneficial ownership interests in the Company or actual or contingent rights to acquire an interest in the Company. The Proportionate Interests accurately reflect the proportionate interests in and ownership and control of the Seller by each of the Guarantors, and, other than as listed with respect to ESOP Beneficiaries as set forth on Schedule 9.8(p), there are no other legal or beneficial ownership interests in the Seller or actual or contingent rights to acquire an interest in the Seller. The Seller is the sole shareholder of the Company, and the Company owns one hundred per cent (100%) of the Registered Capital of each of the Transferred Subsidiaries. (b) The Shares have been duly authorized and validly issued, are non-assessable, and were issued and sold in accordance with federal and applicable state securities Laws and were not issued in violation of any statutory preemptive rights or preemptive rights granted under the Organizational Documents of the Companies. Except as set forth on Schedule 3.4 with respect to certain preemptive rights granted under the Organizational Documents of the Companies and except for the rights of Buyer created pursuant to this Agreement, there are rights. (c) The Company has no outstanding or authorized options, warrants, convertible securities purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that would require the Company to issue, sell, or otherwise cause to become outstanding any ownership interests in, or any securities convertible into or exchangeable or exercisable for any ownership interests in, the Company, other than pursuant to this Agreement and the Organizational Documents. (d) The Shares are not subject to any voting trust, shareholder agreement or other similar Contract, including any Contract restricting or otherwise relating to voting, dividend rights, agreementsor disposition of the Shares, arrangements other than pursuant to this Agreement and the Organizational Documents. (e) The Seller has valid, legal title of and owns the Shares of the Company free and clear of all Liens imposed by or commitments of any kind relating third party as of the Closing Date. When the Shares are transferred to the Buyer, the transfer of the Shares will be in compliance with all applicable Laws, with all legal and beneficial title to the Shares vesting completely in the Buyer. (f) The Company has valid, legal title of and owns the Transferred Subsidiaries’ equity, free and clear of all Liens imposed by or on behalf of any third party. The respective equity interests of each of the Transferred Subsidiaries are validly issued, fully paid, and non-assessable, and all such equity interests are owned directly and entirely by the Company. There are no existing options, warrants, calls, rights, or Contracts or arrangements of any character to which the Company or any of the Transferred Subsidiaries is a party requiring, and there are no securities of any of the Transferred Subsidiaries outstanding that upon conversion or exchange would require, the issuance of any equity interests in any of the Transferred Subsidiaries or other securities convertible into, exchangeable for, or evidencing the right to subscribe for or purchase Equity Interests any equity interests in the Companies or obligating the Companies to issue or sell any Equity Interests in the Companies. There are no outstanding contractual obligations of the Companies to (x) repurchase, redeem or otherwise acquire any of the Purchased Interests or, to Sellers’ KnowledgeTransferred Subsidiaries. Neither the Company, any of the other Equity Interests in the Companies or (y) to Sellers’ KnowledgeTransferred Subsidiaries, or, to provide funds to, or make any investment inthe Seller’s Knowledge, any other Person. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights affecting the Purchased Interests. Except for the Limited Partnership Interest owned by OCI Wyoming Co., the Companies do not own person is a party to any Equity Interests voting trust or other securities in any other Person. At the Closing, Buyer will acquire good and valid title to the OCI Wyoming Co. Interests and the OCI Wyoming L.P. Interest in accordance with the Organizational Documents of the Companies and free and clear of any Liens, other than Liens pursuant to the Organizational Documents of the Companies, Liens arising at Contract or after the Closing as a result of Buyer’s actions or obligations, and restrictions on transfer pursuant to applicable securities Laws. Sellers have performed all of the covenants and agreements required to be performed by Sellers arrangement with respect to any restriction on transfer the voting, redemption, sale, transfer, or other disposition of the Purchased Interests pursuant to the Organizational Documents ownership interests in any of the CompaniesTransferred Subsidiaries. For purposes of this Agreement, which restrictions “Knowledge” means (i) the actual knowledge of a natural person or a director or any executive officer of an entity or any of their Affiliates, as such knowledge has been obtained in the normal conduct of the business and (ii) such knowledge as a reasonably prudent Person in such position should have been waived obtained upon the exercise of reasonable diligence. Knowledge of the Seller, the Guarantors, the Company, or otherwise expired at the Transferred Subsidiaries, when referred to in this Agreement, means the Knowledge of the individuals listed and/or referred to in Schedule 3.5 (f) (i.e., specified officers and managers of the Seller, the Company and the Transferred Subsidiaries and their immediate subordinates in the Seller, the Company or prior to the ClosingTransferred Subsidiaries, and certain other key employee as the case may be).

Capitalization; Ownership. Schedule 3.4 sets forth a true and complete list that accurately reflects (i) to Sellers’ Knowledge, the outstanding Equity Interests in OCI Wyoming L.P. and OCI Wyoming Co. and (ii) the name of each Seller and the number or amount of Equity Interests in each Company owned by such Seller. AHC is the record and beneficial owner of the OCI Wyoming Co. Interests, Bitco is the record and beneficial owner of the OCI Wyoming L.P. Interest, and, to Sellers’ Knowledge, OCI Wyoming Co. is the record and beneficial owner of the Limited Partner Interest, in each case (and to Seller’s Knowledge only with respect to the Limited Partner Interest) free and clear of any Liens other than Liens arising pursuant to (a) As of the date hereof and immediately prior to the Pre-Closing Reorganization, the authorized capital stock of the Company consists of 500 shares of Preferred Stock, $100 par value per share, none of which are issued or outstanding, 100 shares of Class A common stock, no par value per share, of which 76 shares are issued and outstanding and 400 shares of Class B common stock, no par value per share, of which 171 shares are issued and outstanding. As of the date hereof and immediately prior to the Pre-Closing Reorganization, the issued and outstanding shares of Class A common stock and Class B common stock collectively constitute the Shares and represent all of the issued and outstanding shares of capital stock of the Company. No bonds, debentures, notes or other instruments or evidence of indebtedness having the right to vote (or convertible into or exercisable or exchangeable for, securities having the right to vote) on any matters on which the holders of Buyer to acquire the Purchased Interests pursuant to this Agreement, (b) the Organizational Documents common stock of the Companies, Company may vote are issued or (c) restrictions on transfer pursuant to applicable securities Lawsoutstanding. To Sellers’ KnowledgeAs of the date hereof, all of the Purchased Interests Shares have been duly authorized and are validly issued, fully paid and nonassessable, are non-assessableowned by Stockholder, and were issued in compliance with Applicable Law (including state and sold in accordance with federal and applicable state securities Laws or exemptions therefrom) and the organizational documents of the Company, and were not issued in violation of any statutory preemptive rights preemptive, subscription or preemptive rights granted under the Organizational Documents other similar rights. As of the CompaniesClosing Date, the Transferred Interests will have been duly authorized and will be validly issued, fully paid and nonassessable, will be owned by Holdco Seller, and will be issued in compliance with Applicable Law (including state and federal securities Laws or exemptions therefrom) and organizational documents of the Company, do not impose any obligation on Holdco Seller to make further payments for the purchase of the Transferred Interests by reason of its ownership of such membership interests, and were not issued in violation of any preemptive, subscription or other similar rights. Except for the Shares as set forth on Schedule 3.4 with respect to certain preemptive rights granted under the Organizational Documents of the Companies and except date hereof and, after the Pre-Closing Reorganization, the Transferred Interests, the Company does not have any other equity securities, options, warrants, convertible or exchangeable securities or securities containing any equity features issued or outstanding, and, other than in connection with the Pre-Closing Reorganization, there are no agreements outstanding that provide for the rights sale or issuance of Buyer created pursuant to this Agreementany equity securities, options, warrants, convertible or exchangeable securities or securities containing any equity features by the Company. Other than in connection with the Pre-Closing Reorganization, there are no outstanding options, warrants, convertible securities or other purchase rights, agreementssubscription rights, arrangements or commitments of any kind relating to the right to subscribe for or purchase Equity Interests in the Companies or obligating the Companies to issue or sell any Equity Interests in the Companies. There are no outstanding contractual obligations of the Companies to (x) repurchasepreemptive rights, redeem or otherwise acquire any of the Purchased Interests orconversion rights, to Sellers’ Knowledgeexchange rights, any of the other Equity Interests in the Companies or (y) to Sellers’ Knowledgecalls, to provide funds toputs, or make any investment in, any other Person. There are no outstanding or authorized equity appreciationstock appreciation rights, phantom equitystock plans, profit participation rights, rights of first refusal, subscription or similar rights affecting other right, commitment, arrangement or agreement that requires the Purchased Interests. Except for Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem equity securities of the Limited Partnership Interest owned by OCI Wyoming Co.Company. (b) As of the Closing Date, the Companies do not own any Equity Transferred Interests or other securities in any other Person. At the Closing, Buyer will acquire good and valid title to the OCI Wyoming Co. Interests and the OCI Wyoming L.P. Interest in accordance with the Organizational Documents of the Companies and free and clear of any Liens, other than Liens pursuant to the Organizational Documents of the Companies, Liens arising at or after the Closing as a result of Buyer’s actions or obligations, and restrictions on transfer pursuant to applicable securities Laws. Sellers have performed represent all of the covenants issued and agreements required to be performed by Sellers with respect to any restriction on transfer outstanding membership interests of the Purchased Interests pursuant to the Organizational Documents of the Companies, which restrictions have been waived or otherwise expired at or prior to the ClosingCompany.

Capitalization; Ownership. Schedule 3.4 sets forth a true and complete list that accurately reflects (ia) to Sellers’ Knowledge, the outstanding Equity Interests in OCI Wyoming L.P. and OCI Wyoming Co. and (ii) the name The authorized capital stock of each Seller and the number or amount of Equity Interests in each Company owned by such Seller. AHC is the record and beneficial owner of the OCI Wyoming Co. Interests, Bitco is the record and beneficial owner of the OCI Wyoming L.P. Interest, and, to Sellers’ Knowledge, OCI Wyoming Co. is the record and beneficial owner of the Limited Partner Interest, in each case (and to Seller’s Knowledge only with respect to the Limited Partner Interest) free and clear of any Liens other than Liens arising pursuant to (a) the right of Buyer to acquire the Purchased Interests pursuant to this Agreement, (b) the Organizational Documents of the Companies, or (c) restrictions on transfer pursuant to applicable securities Laws. To Sellers’ Knowledge, all of the Purchased Interests have been duly authorized and validly issued, are non-assessable, and were issued and sold in accordance with federal and applicable state securities Laws and were not issued in violation of any statutory preemptive rights or preemptive rights granted under the Organizational Documents of the Companies. Except as set forth on Schedule 3.4 with respect to certain preemptive rights granted under the Organizational Documents 5.4(a). All of the Companies issued and except for outstanding capital stock of SCO Operations and SCO Global is owned, beneficially and of record, by SCO Group, free and clear of all Claims and Encumbrances. All of the outstanding shares of capital stock of each Seller have been duly authorized, validly issued, and are fully paid and non-assessable. None of the Sellers has violated the Securities Act of 1933, as amended, any state “blue sky” or securities laws, any other similar Legal Requirement or any preemptive or other similar rights of Buyer created pursuant any Person in connection with the issuance or redemption of any of its Equity Interests. (b) The authorized Equity Interests of each of the Purchased Subsidiaries is as set forth in Schedule 5.4(b). All of the outstanding Equity Interests of each of the Purchased Subsidiaries is owned, beneficially and or record, by SCO Group, free and clear of all Claims and Encumbrances. All of the outstanding Equity Interests of each of the Purchased Subsidiaries have been duly authorized, validly issued, and are fully paid and non-assessable. The issuance of such Equity Interests did not and does not violate any securities laws applicable to this Agreementthe issuance of the Equity Interests of such Purchased Subsidiaries, there are no outstanding options, warrants, convertible securities or any other similar Legal Requirement or any preemptive or other rights, agreements, arrangements or commitments similar rights of any kind relating to Person in connection with the issuance or redemption of any of its Equity Interests. There are outstanding no securities convertible into, exchangeable for, or carrying the right to subscribe for acquire, equity securities or purchase Equity Interests in the Companies or obligating the Companies to issue or sell any Equity Interests in the Companies. There are no outstanding contractual obligations of the Companies to (x) repurchase, redeem or otherwise acquire any of the Purchased Interests orSubsidiaries, to Sellers’ Knowledgeor subscriptions, warrants, options, calls, rights (pre-emptive or other) or other arrangements or commitments obligating any of the other Equity Interests in the Companies Purchased Subsidiaries to issue or (y) to Sellers’ Knowledge, to provide funds to, or make dispose of any investment in, any other Person. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights affecting the Purchased Interests. Except for the Limited Partnership Interest owned by OCI Wyoming Co., the Companies do not own any of its Equity Interests or other securities in any other Person. At the Closing, Buyer will acquire good and valid title to the OCI Wyoming Co. Interests and the OCI Wyoming L.P. Interest in accordance with the Organizational Documents of the Companies and free and clear of any Liens, other than Liens pursuant to the Organizational Documents of the Companies, Liens arising at or after the Closing as a result of Buyer’s actions or obligations, and restrictions on transfer pursuant to applicable securities Laws. Sellers have performed all of the covenants and agreements required to be performed by Sellers with respect to any restriction on transfer of the Purchased Interests pursuant to the Organizational Documents of the Companies, which restrictions have been waived or otherwise expired at or prior to the Closingownership therein.

Capitalization; Ownership. Schedule 3.4 sets forth a true and complete list that accurately reflects (i) to Sellers’ KnowledgeOn the date hereof, the outstanding Equity Interests in OCI Wyoming L.P. and OCI Wyoming Co. authorized membership interest units of Company consists of (i) 25,000,000 Common Units, of which 3,000,000 Common Units are issued to Seller, and (ii) 15,000,000 Preferred Units, of which 7,000,000 are be designated as Series A Convertible Preferred Units all of which are issued to Purchaser. The Common Units shall be duly and validly issued, fully paid and non-assessable and will not subject the name holder thereof to personal liability by reason of each being a holder thereof. (ii) Seller and the number or amount of Equity Interests in each Company owned by such Seller. AHC is the sole beneficial and of record and beneficial owner of the OCI Wyoming Co. Interests, Bitco is the record and beneficial owner all of the OCI Wyoming L.P. Interest, and, to Sellers’ Knowledge, OCI Wyoming Co. is the record and beneficial owner of the Limited Partner Interest, in each case (and to Seller’s Knowledge only with respect to the Limited Partner Interest) Common Units free and clear of any Liens other than Liens arising pursuant to (a) the right of Buyer to acquire the Purchased Interests pursuant to this Agreement, (b) the Organizational Documents of the Companies, or (c) all restrictions on transfer pursuant (other than restrictions under the Securities Act and state securities laws), direct or indirect equity participations, Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. At the Closing, Seller will deliver to applicable securities Laws. To Sellers’ Knowledge, Purchaser valid title to all of the Purchased Interests issued and outstanding Common Units free and clear of all Liens. (iii) Section 4(b)(iii) of the Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Subsidiary of the Company. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of the Company have been duly authorized and are validly issued, are fully paid, and non-assessable, and were issued and sold in accordance with federal and applicable state securities Laws and were not issued in violation of any statutory preemptive rights or preemptive rights granted under the Organizational Documents of the Companies. Except as set forth on Schedule 3.4 with respect to certain preemptive rights granted Section 4(b)(iii) of the Disclosure Schedule, the Company or one or more of its Subsidiaries holds of record and owns beneficially all of the outstanding shares of each Subsidiary of the Company, free and clear of any restrictions on transfer (other than restrictions under the Organizational Documents Securities Act and state securities laws), direct or indirect equity participations, Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. (iv) Except as set forth in Section 4(b)(iv) of the Companies and except for the rights of Buyer created pursuant to this AgreementDisclosure Schedule, there are no outstanding or authorized options, warrants, convertible securities purchase rights, subscription rights, conversion rights, anti-dilution rights, exchange rights, or other rightsagreements (oral or written), agreements, arrangements contracts or commitments that could require the Company or any Subsidiary to sell, transfer, or otherwise dispose of any kind relating equity interests of the Company or any Subsidiary or that could require the Company or any Subsidiary to redeem, issue, sell, or otherwise cause to become outstanding any of its own equity interests. Except as set forth in Section 4(b)(iv) of the right to subscribe for or purchase Equity Interests in the Companies or obligating the Companies to issue or sell any Equity Interests in the Companies. There are Disclosure Schedule, there is no outstanding contractual obligations of the Companies to (x) repurchase, redeem or otherwise acquire any of the Purchased Interests or, to Sellers’ Knowledge, any of the other Equity Interests in the Companies or (y) to Sellers’ Knowledge, to provide funds to, or make any investment in, any other Person. There are no outstanding or authorized equity appreciation, phantom equitystock, profit participation participation, or similar rights affecting the Purchased Interests. Except for the Limited Partnership Interest owned by OCI Wyoming Co., the Companies do not own any Equity Interests (oral or other securities in any other Person. At the Closing, Buyer will acquire good and valid title written) with respect to the OCI Wyoming Co. Interests and the OCI Wyoming L.P. Interest in accordance with the Organizational Documents Company or any Subsidiary. There is no agreement, arrangement or understanding between or among any entities or individuals which affects, restricts or relates to voting, distribution rights or transferability of the Companies and free and clear of any Liens, other than Liens pursuant to the Organizational Documents of the Companies, Liens arising at or after the Closing as a result of Buyer’s actions or obligations, and restrictions on transfer pursuant to applicable securities Laws. Sellers have performed all of the covenants and agreements required to be performed by Sellers equity interests with respect to any restriction on transfer voting equity interests of the Purchased Interests pursuant Company or any Subsidiary, including, without limitation, any voting trust agreement or proxy. (v) Neither the Company nor any of its Subsidiaries owns or has any right to the Organizational Documents of the Companiesacquire, which restrictions have been waived directly or otherwise expired at indirectly, any outstanding capital stock of, or prior to the Closingother equity interests in, any Person.