Common use of Capitalization; Title to Property Clause in Contracts

Capitalization; Title to Property. (a) The capitalization of each of the Acquired Companies is set forth on Section 2.2(a) of the Disclosure Schedule. All of the issued and outstanding Equity Interests, and all of the issued and outstanding equity interests of each subsidiary of an Acquired Company, are duly authorized, validly issued, fully paid and nonassessable, in each case, where such concepts are applicable. Except for the Equity Interests, there are no outstanding equity interests of any of the Acquired Companies that are not owned by a Seller or another Acquired Company. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which PKI or any of its subsidiaries is a party or which are binding upon PKI or any of its subsidiaries providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company. There is no outstanding or authorized security, stock appreciation, phantom stock or similar right (i) providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company, (ii) that gives any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of equity interests of any Acquired Company or (iii) that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Acquired Companies. There are no agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of 1933, as amended, of the Equity Interests. The aggregate amount of Indebtedness of the Acquired Companies as of 12:01 AM eastern time on the Closing Date as set forth in the Cash Consideration Statement will not be understated in any material respect.

Capitalization; Title to Property. (a) The capitalization (including the amount of nominal share capital and the number as well as the legal and beneficial owner of all issued shares) of each of the Acquired Companies Business Subsidiaries is correctly set forth on Section 2.2(a) of the Disclosure Schedule. All of the issued and outstanding Equity Interestsshares of Stock, and all of the issued and outstanding equity interests shares of capital stock of each subsidiary Subsidiary of an Acquired Companya Business Subsidiary, are duly authorized, validly issued, fully paid and nonassessable, nonassessable and there has been no repayment of share capital in each case, where such concepts are applicablecontravention of applicable Law (including capital maintenance provisions). Except for the Equity InterestsStock, there are no outstanding shares of capital stock, equity interests or other equity securities of any of the Acquired Companies Companies. Each Business Subsidiary that are not is a Subsidiary of a Company is wholly owned by a Seller or another Acquired such Company. There Other than this Agreement, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which PKI or any of its subsidiaries Subsidiaries is a party or which are binding upon PKI or any of its subsidiaries Subsidiaries providing for the issuance, disposition disposition, acquisition, redemption or acquisition exchange of any equity interests shares of capital stock of any Acquired CompanyBusiness Subsidiary. As of the date of this Agreement, none of the Business Subsidiaries are subject to contractual divestment requirements which may restrict foreign ownership rights or require some or all of the Stock to be transferred to (or new equity capital issued to) entities considered to be domestic entities in the jurisdiction in which they are domiciled. There is are no outstanding or authorized security, stock appreciation, phantom stock or similar right rights (i) providing for the issuance, disposition or acquisition of any equity interests shares of capital stock of any Acquired Company, Business Subsidiary or (ii) that gives give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of equity interests shares of capital stock of any Acquired Company or (iii) that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Acquired CompaniesBusiness Subsidiary. There are no shareholders’ agreements, voting agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of 1933, as amended, of the Equity InterestsStock. The aggregate amount of Indebtedness of the Acquired Companies as of 12:01 AM eastern time on the Closing Date as set forth in the Cash Consideration Statement will not be understated in any material respect.“

Capitalization; Title to Property. (a) The capitalization of each of the Acquired Companies in existence as of the Original Execution Date is set forth on Section 2.2(a) of the Disclosure Schedule. All of the issued and outstanding Equity Interests, and all of the issued and outstanding equity interests of each subsidiary of an Acquired Company, are duly authorized, validly issued, fully paid and nonassessable, in each case, where such concepts are applicable. Except for the Equity Interests, there There are no outstanding equity interests of any of the Acquired Companies that are not owned by a Seller or another Acquired Company. There Except pursuant to the Pre-Closing Transactions, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which PKI or any of its subsidiaries is a party or which are binding upon PKI or any of its subsidiaries providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company. The equity interests of the Acquired Companies were issued in full compliance with all applicable securities Laws or exemptions therefrom and have not been issued in violation of any preemptive or similar rights. There is are no outstanding or authorized security, stock appreciation, phantom stock or similar right rights (i) providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company, Company or (ii) that gives give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of equity interests of any Acquired Company or (iii) that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Acquired CompaniesCompany. There are no (A) agreements, voting trusts or proxies with respect to the voting, sale or transfer, or registration under the Securities Act of 1933, as amended, of the Equity Interestsequity interests of any Acquired Company and (B) authorized or outstanding bonds, notes or other indebtedness having the right to vote (or that are convertible into or exchangeable for securities of any Acquired Company having the right to vote) with the members or other equity holders of any Acquired Company on any matter. The aggregate amount No person has any right of Indebtedness first offer, right of the first refusal, preemptive or similar right in connection with any future offer, sale or issuance of equity securities of any Acquired Companies as of 12:01 AM eastern time on the Closing Date as set forth in the Cash Consideration Statement will not be understated in any material respectCompany.

Capitalization; Title to Property. (a) The capitalization of each of the Acquired Companies is set forth on Section 2.2(a3.2(a) of the Disclosure Schedule. All of the issued and outstanding Equity Interests, and all of the issued and outstanding equity interests of each subsidiary of an a First Tier Acquired Company, are duly authorized, validly issued, fully paid and nonassessable, in each case, where such concepts are applicable. Except for the Equity Interests, there are no outstanding equity interests or Derivative Securities of any of the Acquired Companies that are not owned by a Seller or another Acquired Company. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which PKI GB Ltd. or any of its subsidiaries or any other person or entity is a party or which are binding upon PKI GB Ltd. or any of its subsidiaries or any other person or entity providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company. There is no outstanding or authorized security, stock equity appreciation, phantom stock equity or similar other right (i) providing for the issuance, disposition or acquisition of any equity interests or Derivative Securities of any Acquired Company, (ii) that gives any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of equity interests or Derivative Securities of any Acquired Company or (iii) that is or may become convertible into or exchangeable for any shares of the capital stock or other equity securities of the Acquired Companies. There are no agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of 1933, as amended, of the Equity Interests. The aggregate amount Interests or the equity interests of Indebtedness each of subsidiary of a First Tier Acquired Company (and as of the Acquired Companies as of 12:01 AM eastern time on the Closing Date as set forth in the Cash Consideration Statement will not be understated in any material respectClosing, other than Integer Ireland Medical Limited and Star Guide Limited).

Capitalization; Title to Property. (a) The capitalization of each of the Acquired Companies in existence as of the date hereof is set forth on Section 2.2(a) of the Disclosure Schedule. All of the issued and outstanding Equity Interests, and all of the issued and outstanding equity interests of each subsidiary of an Acquired Company, are duly authorized, validly issued, fully paid and nonassessable, in each case, where such concepts are applicable. Except for the Equity Interests, there There are no outstanding equity interests of any of the Acquired Companies that are not owned by a Seller or another Acquired Company. There Except pursuant to the Pre-Closing Transactions, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which PKI or any of its subsidiaries is a party or which are binding upon PKI or any of its subsidiaries providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company. The equity interests of the Acquired Companies were issued in full compliance with all applicable securities Laws or exemptions therefrom and have not been issued in violation of any preemptive or similar rights. There is are no outstanding or authorized security, stock appreciation, phantom stock or similar right rights (i) providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company, Company or (ii) that gives give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of equity interests of any Acquired Company or (iii) that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Acquired CompaniesCompany. There are no (A) agreements, voting trusts or proxies with respect to the voting, sale or transfer, or registration under the Securities Act of 1933, as amended, of the Equity Interestsequity interests of any Acquired Company and (B) authorized or outstanding bonds, notes or other indebtedness having the right to vote (or that are convertible into or exchangeable for securities of any Acquired Company having the right to vote) with the members or other equity holders of any Acquired Company on any matter. The aggregate amount No person has any right of Indebtedness first offer, right of the first refusal, preemptive or similar right in connection with any future offer, sale or issuance of equity securities of any Acquired Companies as of 12:01 AM eastern time on the Closing Date as set forth in the Cash Consideration Statement will not be understated in any material respectCompany.