Common use of Capitalization; Shareholder Agreements Clause in Contracts

Capitalization; Shareholder Agreements. The outstanding capital stock of such Borrower has been duly and validly issued and is fully paid and nonassessable, and the number and owners of such shares of capital stock of such Borrower are set forth on SCHEDULE 7.1(B). The issuance and sale of such Borrower's capital stock have been registered or qualified under applicable federal and state securities laws or are exempt therefrom. Except as set forth on SCHEDULE 7.1(B), there are no shareholders agreements, options, subscription agreements or other agreements or understandings to which such Borrower is a party in effect with respect to the capital stock of such Borrower, including, without limitation, agreements providing for special voting requirements or arrangements for approval of corporate actions or other matters relating to corporate governance or restrictions on share transfer or providing for the issuance of any securities convertible into shares of the capital stock of such Borrower, any warrants or other rights to acquire any shares or securities convertible into such shares, or any agreement that obligates such Borrower, either by its terms or at the election of any other Person, to repurchase such shares under any circumstances.

Capitalization; Shareholder Agreements. The outstanding capital stock of such Borrower the Borrowers has been duly and validly issued and is fully paid and nonassessable, and the number and owners of such shares of capital stock of such Borrower the Borrowers are set forth on SCHEDULE 7.1(B6.1(B). The Except as set forth on SCHEDULE 6.1(B), the issuance and sale of such Borrower's the Borrowers' capital stock have been registered or qualified under applicable federal and state securities laws or are exempt therefrom. Except as set forth on SCHEDULE 7.1(B), therefrom and there are no shareholders agreements, options, subscription agreements or other agreements or understandings to which such any Borrower is a party in effect with respect to the capital stock of such a Borrower, including, without limitation, agreements providing for special voting requirements or arrangements for approval of corporate actions or other matters relating to corporate governance or restrictions on share transfer or providing for the issuance of any securities convertible into shares of the capital stock of such any Borrower, any warrants or other rights to acquire any shares or securities convertible into such shares, or any agreement that obligates such a Borrower, either by its terms or at the election of any other Person, to repurchase such shares under any circumstances.

Capitalization; Shareholder Agreements. The outstanding capital stock of such Borrower the Borrowers has been duly and validly issued and is fully paid and nonassessable, and the number and owners of such shares of capital stock of such Borrower the Borrowers are set forth on SCHEDULE 7.1(B6.1(b). The Except as set forth on SCHEDULE 6.1(b), the issuance and sale of such Borrower's the Borrowers' capital stock have been registered or qualified under applicable federal and state securities laws or are exempt therefrom. Except as set forth on SCHEDULE 7.1(B), therefrom and there are no shareholders agreements, options, subscription agreements or other agreements or understandings to which such any Borrower is a party in effect with respect to the capital stock of such a Borrower, including, without limitation, agreements providing for special voting requirements or arrangements for approval of corporate actions or other matters relating to corporate governance or restrictions on share transfer or providing for the issuance of any securities convertible into shares of the capital stock of such any Borrower, any warrants or other rights to acquire any shares or securities convertible into such shares, or any agreement that obligates such a Borrower, either by its terms or at the election of any other Person, to repurchase such shares under any circumstances.

Capitalization; Shareholder Agreements. The outstanding capital stock of such the Borrower has been duly and validly issued and is fully paid and nonassessable, and the number and owners of such shares of capital stock of such the Borrower are set forth on SCHEDULE 7.1(B). The issuance and sale of such the Borrower's capital stock have been registered or qualified under applicable federal and state securities laws or are exempt therefrom. Except as set forth on SCHEDULE 7.1(B), there are no shareholders agreements, options, subscription agreements or other agreements or understandings to which such the Borrower is a party in effect with respect to the capital stock of such the Borrower, including, without limitation, agreements providing for special voting requirements or arrangements for approval of corporate actions or other matters relating to corporate governance or restrictions on share transfer or providing for the issuance of any securities convertible into shares of the capital stock of such the Borrower, any warrants or other rights to acquire any shares or securities convertible into such shares, or any agreement that obligates such the Borrower, either by its terms or at the election of any other Person, to repurchase such shares under any circumstances.

Capitalization; Shareholder Agreements. The outstanding capital stock of such Borrower the Borrowers has been duly and validly issued and is fully paid and nonassessable, and the number and owners of such shares of capital stock of such Borrower the Borrowers are set forth on SCHEDULE 7.1(B). The issuance and sale of such the Borrower's capital stock have been registered or qualified under applicable federal and state securities laws or are exempt therefrom. Except as set forth on SCHEDULE 7.1(B), there are no shareholders agreements, options, subscription agreements or other agreements or understandings to which such any Borrower is a party in effect with respect to the capital stock of such any Borrower, including, without limitation, agreements providing for special voting requirements or arrangements for approval of corporate actions or other matters relating to corporate governance or restrictions on share transfer or providing for the issuance of any securities convertible into shares of the capital stock of such any Borrower, any warrants or other rights to acquire any shares or securities convertible into such shares, or any agreement that obligates such a Borrower, either by its terms or at the election of any other Person, to repurchase such shares under any circumstances.

Capitalization; Shareholder Agreements. The outstanding capital stock of such the Borrower has been duly and validly issued and is fully paid and nonassessable, and the number and owners each owner of 5% or more of such shares of capital stock of such the Borrower are is as set forth on SCHEDULE 7.1(BSchedule 7.1(b). The issuance and sale of such the Borrower's capital stock have been registered or qualified under applicable federal and state securities laws or are exempt therefrom. Except as set forth on SCHEDULE 7.1(BSchedule 7.1(b), there are no shareholders agreements, options, subscription agreements or other agreements or understandings to which such the Borrower is a party in effect with respect to the capital stock of such the Borrower, including, without limitation, agreements providing for special voting requirements or arrangements for approval of corporate actions or other matters relating to corporate governance or restrictions on share transfer or providing for the issuance of any securities convertible into shares of the capital stock of such the Borrower, any warrants or other rights to acquire any shares or securities convertible into such shares, or any agreement that obligates such the Borrower, either by its terms or at the election of any other Person, to repurchase such shares under any circumstances.

Capitalization; Shareholder Agreements. The outstanding capital stock of such the Borrower has been duly and validly issued and is fully paid and nonassessable, and the number and owners of such shares of capital stock of such the Borrower are set forth on SCHEDULE 7.1(B6.1(B). The issuance and sale of such the Borrower's capital stock have been registered or qualified under applicable federal and state securities laws or are exempt therefrom. Except as set forth on SCHEDULE 7.1(B6.1(B), there are no shareholders agreements, options, subscription agreements or other agreements or understandings to which such the Borrower is a party in effect with respect to the capital stock of such the Borrower, including, without limitation, agreements providing for special voting requirements or arrangements for approval of corporate actions or other matters relating to corporate governance or restrictions on share transfer or providing for the issuance of any securities convertible into shares of the capital stock of such the Borrower, any warrants or other rights to acquire any shares or securities convertible into such shares, or any agreement that obligates such the Borrower, either by its terms or at the election of any other Person, to repurchase such shares under any circumstances.