Common use of Capitalization; Status of Capital Stock Clause in Contracts

Capitalization; Status of Capital Stock. As of the date hereof, the Company has a total authorized capitalization as set forth on Schedule 2.17A. A complete and accurate list of the Existing Preferred Stock which has been previously issued and the names (and last known address) in which such Existing Preferred Stock is registered is set forth on Schedule 2.17B. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. Except as set forth on Schedule 2.17A, no options, warrants, conversion rights, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities, other than its obligations in connection with the Contemplated Transactions. A complete and accurate list of all options which are outstanding as of the date hereof, the number of shares of Common Stock for which such options are exercisable, the exercise price of the option, the dates on which such options become exercisable and the identity and last known address of the option is set forth on Schedule 2.17C. None of the Company's outstanding securities or authorized capital stock or the Existing Preferred Stock is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder or any other Person. Except as set forth on Schedule 2.17D, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company to which the Company is a party or of which the Company is otherwise aware. The offer and sale of all capital stock and other securities of the Company issued before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto. The Company does not have outstanding, and has no obligation to grant or issue, any "phantom stock" or other right measured by the profits, revenues or results of operations of the Company or any portion thereof; or any similar rights.

Capitalization; Status of Capital Stock. As of the date hereof, the (a) The Company has a total authorized capitalization as consisting of one thousand (1,000) shares of common stock, without par value, all of which shares are issued and outstanding on the date hereof and owned of record and beneficially solely by the Company Holders and in the respective amounts set forth on Schedule 2.17A. A complete and accurate list the signature page hereof, in each case free of the Existing Preferred Stock which has been previously issued and the names (and last known address) in which such Existing Preferred Stock is registered is set forth on Schedule 2.17B. any Liens. All the outstanding shares of capital stock Common Stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable, and have been issued in compliance in all material respects with the Securities Act and all applicable state securities laws or pursuant to an applicable exemption therefrom. Except as set forth on Schedule 2.17AThe shares of Common Stock constituting the Company Shares are the sole issued and outstanding shares of capital stock of the Company, and except for this Agreement, there are no outstanding subscriptions, options, warrants, conversion calls, convertible or exchangeable securities, rights, subscriptions commitments or purchase rights agreements of any nature to acquire from character providing for the Company, issuance or commitments disposition of the Company to issue, Stock or any unissued or treasury shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities, other than its obligations in connection with the Contemplated Transactions. A complete and accurate list of all options which are outstanding as of the date hereof, the number of shares of Common Stock for which such options are exercisable, the exercise price of the option, the dates on which such options become exercisable and the identity and last known address of the option is set forth on Schedule 2.17C. None of the Company's outstanding securities or authorized capital stock or the Existing Preferred Stock is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder or any other Person. Except as set forth on Schedule 2.17D, there There are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreementlaws. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company to which the Company is a party or of which the Company is otherwise aware. The offer and sale of all capital stock and other securities of the Company issued before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto. Company. (b) The Company does not have outstanding(i) own of record or beneficially, and has no obligation to grant directly or issueindirectly, (A) any shares of capital stock or securities convertible or exercisable into or exchangeable for capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise, or (C) any assets comprising the business or obligations of any other corporation, partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any "phantom stock" or other right measured by the profits, revenues or results of operations entity. (c) There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock, voting securities or equity interests (or any portion thereof; options, warrants or other rights to acquire any similar rightsshares of capital stock, voting securities or equity interests) of the Company.

Capitalization; Status of Capital Stock. As (a) Set forth on Exhibit 3.15, is a complete and accurate description of the authorized capital stock of the Company by class, and a description of the number of shares of each such class that are issued and outstanding that is accurate in all material respects as of the date hereof, ; provided that the Company has a Purchasers agree that such description shall be deemed accurate in all material respects notwithstanding the inaccuracy of any particular number so long as the total authorized capitalization as number of shares set forth in such description (on Schedule 2.17A. A complete and accurate list of the Existing Preferred Stock which has been previously issued and the names (and last known addressa common equivalent basis) in which such Existing Preferred Stock is registered is set forth on Schedule 2.17B. does not exceed 154,000,000. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. The Warrant Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price therefor, will be duly authorized, validly issued, fully paid and non-assessable. (b) Set forth on Exhibit 3.15 is a complete and accurate list of the Company's direct and indirect Subsidiaries showing: (i) the jurisdiction of their formation, (ii) the number of shares of each class of common and preferred stock authorized for each of such Subsidiaries; and (iii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the Company. All of the issued and outstanding capital stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (c) Except as otherwise set forth on Schedule 2.17Ain Exhibit 3.15, no options, warrants, conversion rights, subscriptions or purchase rights of any nature to acquire from the Company, or commitments from any of the Company to issueits Subsidiaries, shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company or any of its Subsidiaries obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities, other than its obligations in connection with the Contemplated Transactions. A complete and accurate list of all options which are outstanding securities except as of the date hereof, the number of shares of Common Stock for which such options are exercisable, the exercise price of the option, the dates on which such options become exercisable and the identity and last known address of the option is set forth on Schedule 2.17C. None of the Company's outstanding securities or authorized capital stock or the Existing Preferred Stock is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder or any other Person. contemplated by this Agreement. (d) Except as set forth on Schedule 2.17Din Exhibit 3.15, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Certificate of Incorporation, and the Rights Agreement. There Other than as provided in this Section, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company to which the Company is a party or of which the Company is otherwise awareCompany. The offer and sale of all capital stock and other securities of the Company issued before the Closing Date complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto. The Company does not have outstanding, and has no obligation to grant or issue, any "phantom stock" or other right measured by the profits, revenues or results of operations of the Company or any portion thereof; or any similar rights.