Common use of Capitalization; Title to Shares Clause in Contracts

Capitalization; Title to Shares. The authorized capital stock of Company C consists solely of 1,000 shares of Company C Common Stock, of which 500 shares are issued and outstanding, and the authorized capital stock of Company S consists solely of 1,000 shares of Company S Common Stock of which 400 shares are outstanding. The Companies have no other classes of capital stock authorized, issued or outstanding. The full name and address of each Seller, and the number of shares of Company C Common Stock and Company S Common Stock owned by each Seller, are set forth on Schedule 3.3. All the issued and outstanding shares of Company C Common Stock and Company S Common Stock are validly issued, fully paid and nonassessable and are owned by the Sellers as set forth on Schedule 3.3 free and clear of any lien, pledge, charge, assessment, security interest, mortgage, claim, option, easement, imperfection of title, tenancy or other legal or equitable right of others, or other encumbrance of any character whatsoever (including, without limitation, any right of first refusal upon sale) (each an "Encumbrance"). Except as set forth on Schedule 3.3, there are no shares of capital stock of either Company authorized, issued or outstanding, and there are no outstanding options, warrants, or other securities convertible into or exchangeable for shares of Company C Common Stock, Company S Common Stock or other capital stock of either Company, subscriptions, rights (including, without limitation, preemptive rights), stock-based or stock-related awards or other contracts, agreements or arrangements (or Commitments (as defined in Section 3.7(a)) with respect to issuance or grant of any of the foregoing) to which either Company or Seller is a party or by which either Company or Seller may be bound of any character relating to, or obligating either Company or Seller to issue, grant, award, transfer or sell, or based on the value of, any issued or unissued shares of either Company's capital stock or other securities of either Company. There are no voting trusts, proxies or other agreements or understandings to which either Company or Seller is a party with respect to the voting of capital stock of either Company.

Capitalization; Title to Shares. The authorized capital stock of the UrbanNet Parent, the Company C consists solely of 1,000 shares of Company C Common Stock, of which 500 shares are issued and outstanding, and the authorized capital stock of Company S consists solely of 1,000 shares of Company S Common Stock of which 400 shares are outstanding. The Companies have no other classes of capital stock authorized, issued or outstanding. The full name and address of each SellerSubsidiaries, and the number of shares of Company C Common Stock each which are issued and Company S Common Stock owned by each Selleroutstanding (the "Outstanding Shares"), are set forth on Schedule 3.33.02 hereto. All The Outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable and no personal liability attaches to the ownership thereof. The Outstanding Shares represent all of the issued and outstanding shares of Company C Common Stock and Company S Common Stock are validly issued, fully paid and nonassessable and are owned by the Sellers as set forth on Schedule 3.3 free and clear of any lien, pledge, charge, assessment, security interest, mortgage, claim, option, easement, imperfection of title, tenancy or other legal or equitable right of others, or other encumbrance of any character whatsoever (including, without limitation, any right of first refusal upon sale) (each an "Encumbrance"). Except as set forth on Schedule 3.3, there are no shares of capital stock of either Company authorizedthe relevant company, and, except for (i) the UrbanNet Warrant and (ii) any equity interest issued by one or outstandingmore of the UrbanNet Companies to MFS Communications Company, and Inc. or any of its Affiliates ("MFS") on terms approved by Buyer in its sole discretion (with C-TEC Board Approval), there are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other securities convertible into rights to subscribe for, purchase or exchangeable for otherwise acquire the Outstanding Shares or any unissued or treasury shares of Company C Common Stock, Company S Common Stock or other capital stock of either Company, subscriptions, rights (including, without limitation, preemptive rights), stock-based or stock-related awards or other contracts, agreements or arrangements (or Commitments (as defined in Section 3.7(a)) with respect to issuance or grant of any of the foregoing) to which either Company or Seller is a party or by which either Company or Seller may be bound of any character relating to, or obligating either Company or Seller to issue, grant, award, transfer or sell, or based on the value of, any issued or unissued shares of either Company's capital stock or other securities of either Company. There are no voting trusts, proxies or other agreements or understandings to which either Company or Seller is a party with respect to the voting of capital stock of either Companysuch companies. The Outstanding Shares are owned as of the date hereof directly or indirectly by Seller free and clear of any Liens. As of the First Closing Date, Seller will own, directly or indirectly, all of the UrbanNet Shares, and UrbanNet Parent will own, directly or indirectly, all of the Outstanding Shares constituting capital stock of UrbanNet Subsidiaries, free and clear of any Liens. Seller will transfer and deliver, or cause to be transferred and delivered, to Buyer at the First Closing valid and marketable title to the UrbanNet Shares, free and clear of any Lien. As of the Second Closing Date, (x) Seller will own, directly or indirectly, all of the Company Shares, and all of the Outstanding Shares constituting capital stock of International and TEC Air (the "IT Shares"), free and clear of any Liens and (y) unless the Alternative Purchase Structure is elected, CLD will own the IT Shares free and clear of any Liens. At the Second Closing, Seller will transfer and deliver, or cause to be transferred and delivered, to Buyer the Company Shares free and clear of any Liens (and, if the Alternative Purchase Structure is elected, the capital stock of TEC Air free and clear of any Liens). If the International Asset Transaction is effected (whether as a result of Buyer's election to utilize the Alternative Purchase Structure or otherwise), then at the Second Closing Seller will transfer and deliver or cause to be transferred and delivered to Buyer good and marketable title to the assets of International free and clear of any Liens other than Liens disclosed to Buyer in writing prior to the date hereof.

Capitalization; Title to Shares. The Company's authorized capital stock of Company C consists solely of 1,000 One Million (1,000,000) shares of Company C Common Stock. As of the date hereof, Two Thousand (2,000) shares of which 500 shares Company Common Stock are issued and outstanding and there are no Company Stock Options (as defined below) issued and outstanding. Shareholders are as of the date hereof, and will be as of the authorized capital stock Effective Date, the record and beneficial owners, free and clear of Company S consists solely any Liens (as hereinafter defined) of 1,000 shares all of Company S Common Stock of which 400 shares are outstanding. The Companies have no other classes of capital stock authorized, issued or outstanding. The full name and address of each Seller, and the number of shares of Company C Common Stock and Company S Common Stock owned by each Seller, are set forth on Schedule 3.3. All the issued and outstanding shares of Company C Common Stock and Stock. All outstanding shares of Company S Common Stock are and will on the Closing Date be validly issued, fully paid and nonassessable non-assessable. Schedule 3.02(a) is a true and are complete list of the number of shares of Company Common Stock owned by the Sellers as set forth on Schedule 3.3 each Shareholder. Company owns of record and beneficially, free and clear of any lienLiens, pledgeall of the issued and outstanding membership interests of Company Subsidiary, chargeand will own the same, assessmentof record and beneficially, security interestimmediately prior to the Closing. There are no outstanding subscriptions, mortgageoptions, claimrights, option, easement, imperfection of title, tenancy warrants or other legal commitments, agreements or equitable right of others, understandings entitling any person or other encumbrance of entity to purchase or otherwise subscribe for or acquire any character whatsoever (including, without limitation, any right of first refusal upon sale) (each an "Encumbrance"). Except as set forth on Schedule 3.3, there are no shares of capital stock of either the Company authorized, issued or outstanding, and there are no outstanding options, warrants, the Company Subsidiary or other securities any security convertible into or exchangeable for shares of Company C Common Stock, Company S Common Stock or other capital stock of either Companythe Company or the Company Subsidiary, subscriptionsnor is there presently outstanding any security convertible into or exchangeable for shares of capital stock of the Company or the Company Subsidiary, rights (including, without limitation, preemptive rights), stock-based nor has the Company or stock-related awards or other contracts, agreements or arrangements (or Commitments (as defined in Section 3.7(a)) any Shareholder entered into any agreement with respect to issuance or grant of any of the foregoing) foregoing (collectively, the "Company Stock Options"). The Company has no obligation to which either Company repurchase, redeem or Seller is a party or by which either Company or Seller may be bound of otherwise acquire any character relating to, or obligating either Company or Seller to issue, grant, award, transfer or sell, or based on the value of, any issued or unissued shares of either Company's capital stock of or other securities of either equity or voting interests in, the Company. There are no irrevocable proxies and no voting trusts, proxies or other agreements or understandings to which either the Company or Seller any Shareholder is a party with respect to any shares of the capital stock or other voting securities of the Company. Company Subsidiaries. , Except for Regency Restyling, LLC (the "Company Subsidiary"), Company does not have, nor has the Company ever had, any subsidiaries and the Company does not own, nor has the Company ever owned, directly or indirectly, any capital stock of either Companyor other equity or voting interests in, any corporation, partnership, limited liability company, joint venture, association or other entity (including a disregarded entity for purposes of the Code).

Capitalization; Title to Shares. The As of the date hereof, the authorized capital stock Capital Stock of the Company C consists solely of 1,000 100 shares of the Company C Common Stock, par value $1.00 per share of which 500 100 shares are issued and outstanding. Immediately prior to the Contribution, and the authorized capital stock Capital Stock of the Company S consists solely shall consist of 1,000 56,629,700 shares of Company S Common Stock Stock, par value $1.00 per share, of which 400 100 shares are outstanding. The Companies have no other classes of capital stock authorized, will be issued or outstanding. The full name and address of each Seller, outstanding and the number of 73,704 shares of Company C Common Stock Preferred Stock, par value $0.01 per share, of which zero shares will be issued and Company S Common Stock owned by each Seller, are set forth on Schedule 3.3outstanding. All of the issued and outstanding shares of Capital Stock of the Company C Common Stock and Company S Common Stock are validly issued, fully paid and nonassessable and are owned by the Sellers as set forth on Schedule 3.3 Seller, free and clear of any lienall Liens, pledge, charge, assessment, security interest, mortgage, claim, option, easement, imperfection of title, tenancy or other legal or equitable right of others, or other encumbrance of any character whatsoever (including, without limitation, any right of first refusal upon sale) (each an "Encumbrance")except for restrictions on transfer under applicable securities laws and have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.3in Section 3.4 of the Seller Disclosure Letter, there are no shares of capital stock of either Company authorized, issued or outstanding, and there are no outstanding options, warrants, or other securities convertible into or exchangeable for shares of Company C Common Stock, Company S Common Stock or other capital stock of either Company, subscriptions, rights (including, without limitationto subscribe, preemptive rights), rights of first refusal, convertible or exchangeable securities or similar rights (other than this Agreement) pursuant to which the Company is obligated to issue or sell or any third party is entitled to purchase or otherwise acquire any Capital Stock of the Company. There are no outstanding or authorized stock appreciation, phantom stock-based , profit participation, or stock-related awards or other contracts, agreements or arrangements (or Commitments (as defined in Section 3.7(a)) similar rights with respect to issuance or grant of any of the foregoing) to which either Company or Seller is a party or by which either Company or Seller may be bound of any character relating to, or obligating either Company or Seller to issue, grant, award, transfer or sell, or based on the value of, any issued or unissued shares of either Company's capital stock or other securities of either Company. There are no voting trusts, proxies proxies, or other agreements or understandings to which either Company or Seller is a party with respect to the voting of the capital stock of either the Company.Section 3.4 of the Seller Disclosure Letter sets forth the authorized and issued and outstanding Capital Stock of each Included Subsidiary, the holders thereof and the number of shares, interests, participations, rights or equivalents owned by each holder. Except as set forth on Section 3.4 of the Seller Disclosure Letter, all issued and outstanding Capital Stock of each Included Subsidiary is owned by the Company or an Included Subsidiary free and clear of any and all Liens, except for restrictions on transfer under applicable securities laws, and, if such Included Subsidiary is a corporation, have been validly issued and are fully paid and nonassessable. Except as set forth in Section 3.4 of the Seller Disclosure Letter, there are no outstanding options, warrants, rights to subscribe, preemptive rights, rights of first refusal, convertible or exchangeable securities or similar rights pursuant to which any Included Subsidiary is obligated to issue or sell or any third party is entitled to purchase or otherwise acquire any Capital Stock of any Included Subsidiary. Except as set forth on Section 3.4 of the Seller Disclosure Letter, neither the Company nor any Included Subsidiary has, directly or indirectly, any material interest in any other corporation, joint venture, partnership, limited liability company or other entity or rights to acquire any such interest.

Capitalization; Title to Shares. The authorized capital stock of Company C EDT consists solely of 1,000 40,000,000 shares of Company C EDT Stock and 10,000,000 shares of preferred stock, $0.01 par value ("PREFERRED STOCK"). As of September 30, 2001 (i) 11,721,664 shares of Common StockStock were issued, (ii) no shares of which 500 shares are Preferred Stock were issued and outstanding, and the authorized capital stock of Company S consists solely of 1,000 (iii) 1,179,630 shares of Company S Common Stock were issued and held in the treasury of which 400 shares are outstanding. The Companies have no other classes EDT, (iv) a total of capital stock authorized, issued or outstanding. The full name and address of each Seller, and the number of 3,500,000 shares of Company C Common Stock and Company S were reserved for issuance pursuant to the EDT 1997 Stock Compensation Plan, (v) 1,416,497 shares of Common Stock owned by each Seller, are set forth on Schedule 3.3were reserved for issuance pursuant to warrants. All the issued and outstanding shares of Company C Common Stock and Company S Common EDT Stock are validly issuedduly authorized, fully paid and nonassessable non-assessable and are owned by were issued in accordance with the Sellers as set forth on Schedule 3.3 free registration or qualification provisions of the Securities Act, and clear of any lien, pledge, charge, assessment, security interest, mortgage, claim, option, easement, imperfection of title, tenancy relevant state securities laws or other legal or equitable right of others, or other encumbrance of any character whatsoever (including, without limitation, any right of first refusal upon sale) (each an "Encumbrance")pursuant to valid exemptions therefrom. Except as set forth on Schedule 3.3, there There are no shares of capital stock of either Company authorized, issued or outstanding, and there are no other outstanding options, warrants, or other securities convertible into or exchangeable for shares of Company C Common Stock, Company S Common Stock or other capital stock of either Company, subscriptions, rights (including, without limitation, including conversion or preemptive rightsrights and rights of first refusal), stock-based proxy or stock-related awards stockholder agreements, or other contracts, agreements of any kind for the purchase or arrangements (or Commitments (as defined in Section 3.7(a)) with respect to issuance or grant acquisition from EDT of any of the foregoing) to its securities. All shares of EDT Stock presently outstanding are, and all Shares which either Company or Seller is a party or by which either Company or Seller may be bound issued pursuant to the exercise of outstanding options under the EDT 1997 Stock Compensation Plan, when issued in accordance with the terms thereof will be, validly authorized and issued and fully paid and nonassessable. Since the EDT Financials Date, EDT has not redeemed or purchased any character relating toshares of EDT Stock, or obligating either Company or Seller to issuedeclared, grant, award, transfer or sellset aside, or based on the value of, paid any issued or unissued shares of either Company's capital stock dividend or other securities distribution in respect of either Company. There are no voting trusts, proxies or other agreements or understandings to which either Company or Seller is a party with respect to the voting of capital stock of either CompanyEDT Stock.

Capitalization; Title to Shares. The authorized capital stock Capital Stock of the Company C as of the date hereof consists solely of 1,000 800,000,000 shares of Company C Common Stock, par value $0.01, of which 500 shares 53,811,707 are issued and outstandingoutstanding as of October 13, and the authorized capital stock of Company S consists solely of 1,000 2017, 150,001 shares of Company S Class B Common Stock of the Company, par value $0.01 per share of which 400 shares none are outstanding. The Companies have no other classes of capital stock authorized, issued or outstanding. The full name and address of each Seller, and the number of 400,001 shares of Company Class C Common Stock and Company S Common Stock owned by each Sellerof the Company, par value $0.01 per share, of which none are set forth on Schedule 3.3. All the issued and outstanding shares of Company C Common Stock and Company S Common Stock are validly issued, fully paid and nonassessable and are owned by the Sellers as set forth on Schedule 3.3 free and clear of any lien, pledge, charge, assessment, security interest, mortgage, claim, option, easement, imperfection of title, tenancy or other legal or equitable right of others, or other encumbrance of any character whatsoever (including, without limitation, any right of first refusal upon sale) (each an "Encumbrance"). Except as set forth on Schedule 3.3, there are no shares of capital stock of either Company authorized, issued or outstanding, and 200,000,000 shares of Preferred Stock, par value $1.00 per share of which 19,160 shares of Series B Preferred Stock of the Company and 5,000 shares of Series C Preferred Stock of the Company are authorized and none of which are issued or outstanding. Except for (x) Company Common Shares underlying outstanding Company Equity Awards, (y) Company Common Shares issuable in the ordinary course of business consistent with past practice to satisfy a Company-match pursuant to any defined contribution Company Benefit Plan in effect of the date hereof that contains a cash or deferred arrangement intended to meet the requirements of Section 401(k) of the Code, and (z) in connection with the Company ESPP, there are no outstanding warrants, options, warrantscontracts, convertible or exchangeable securities or other securities convertible into or exchangeable for shares of Company C Common Stock, Company S Common Stock or commitments (other capital stock of either Company, subscriptions, rights (including, without limitation, preemptive rights), stock-based or stock-related awards or other contracts, agreements or arrangements (or Commitments (as defined in Section 3.7(a)than this Agreement) with respect to issuance or grant of any of the foregoing) pursuant to which either the Company or Seller is a party or by which either Company or Seller may be bound of any character relating to, or obligating either Company or Seller obligated to issue, grant, award, transfer or sell, purchase, return or based on the value of, redeem any issued or unissued shares of either Company's capital stock Capital Stock or other securities of either Companythe Company as of the date hereof. There are no voting trusts, proxies or other agreements similar Contracts or understandings commitments to which either the Company or Seller any of its Subsidiaries is a party bound with respect to the voting of capital stock any shares of either CompanyCapital Stock of or other voting or equity interests in the Company or any of its Subsidiaries or contractual obligations or commitments of any character to which the Company is a party restricting the transfer of, voting of, or requiring the registration for sale of, any shares of Capital Stock of or other voting or equity interests in the Company or any of its Subsidiaries. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the securities described in this Section 4.04. All Capital Stock of the Company has been duly and validly authorized and is validly issued, fully paid, and non-assessable and was not issued in violation of any federal or state securities laws, or in violation of or subject to any preemptive or similar right, purchase option, call or right of first refusal or similar right. As of the date hereof, the Company does not have any outstanding borrowings (other than any outstanding letters of credit) under that certain Credit Agreement, dated as of September 16, 2014, among Assurant, Inc., the lenders party thereto, XX Xxxxxx Xxxxx Bank, N.A., as administrative agent, and Xxxxx Fargo Bank, National Association, as syndication agent, as amended.

Capitalization; Title to Shares. (a) The authorized capital stock Capital Stock of Company C Purchaser as of the Execution Date consists solely of 1,000 800,000,000 shares of Company C Common Stock, par value $0.01, of which 500 shares 52,593,441 are issued and outstandingoutstanding as of December 31, and the authorized capital stock of Company S consists solely of 1,000 2017, 150,001 shares of Company S Class B Common Stock of Purchaser, par value $0.01 per share of which 400 shares none are outstanding. The Companies have no other classes of capital stock authorized, issued or outstanding. The full name and address of each Seller, and the number of 400,001 shares of Company Class C Common Stock and Company S Common Stock owned by each Sellerof Purchaser, par value $0.01 per share, of which none are set forth on Schedule 3.3. All the issued and outstanding shares of Company C Common Stock and Company S Common Stock are validly issued, fully paid and nonassessable and are owned by the Sellers as set forth on Schedule 3.3 free and clear of any lien, pledge, charge, assessment, security interest, mortgage, claim, option, easement, imperfection of title, tenancy or other legal or equitable right of others, or other encumbrance of any character whatsoever (including, without limitation, any right of first refusal upon sale) (each an "Encumbrance"). Except as set forth on Schedule 3.3, there are no shares of capital stock of either Company authorized, issued or outstanding, and 200,000,000 shares of Preferred Stock, par value $1.00 per share of which 19,160 shares of Series B Preferred Stock of Purchaser and 5,000 shares of Series C Preferred Stock of Purchaser are authorized and none of which are issued or outstanding. Except for (x) Purchaser Common Shares underlying outstanding Purchaser Equity Awards, (y) Purchaser Common Shares issuable in the ordinary course of business consistent with past practice to satisfy a Purchaser-match pursuant to any defined contribution Purchaser Benefit Plan in effect of the date hereof that contains a cash or deferred arrangement intended to meet the requirements of Section 401(k) of the Code, and (z) in connection with the Purchaser Employee Stock Purchase Plan, there are no outstanding warrants, options, warrantsContracts, convertible or exchangeable securities or other securities convertible into or exchangeable for shares of Company C Common Stock, Company S Common Stock or commitments (other capital stock of either Company, subscriptions, rights (including, without limitation, preemptive rights), stock-based or stock-related awards or other contracts, agreements or arrangements (or Commitments (as defined in Section 3.7(a)than this Agreement) with respect to issuance or grant of any of the foregoing) pursuant to which either Company or Seller Purchaser is a party or by which either Company or Seller may be bound of any character relating to, or obligating either Company or Seller obligated to issue, grant, award, transfer or sell, purchase, return or based on the value of, redeem any issued or unissued shares of either Company's capital stock Capital Stock or other securities of either CompanyPurchaser as of the date hereof. There are no voting trusts, proxies or other agreements similar Contracts or understandings commitments to which either Company Purchaser or Seller any of its Subsidiaries is a party bound with respect to the voting of capital stock any shares of either CompanyCapital Stock of or other voting or equity interests in Purchaser or any of its Subsidiaries or contractual obligations or commitments of any character to which Purchaser is a party restricting the transfer of, voting of, or requiring the registration for sale of, any shares of Capital Stock of or other voting or equity interests in Purchaser or any of its Subsidiaries. There are no outstanding obligations of Purchaser or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the securities described in this Section 4.04. All Capital Stock of Purchaser has been duly and validly authorized and is validly issued, fully paid, and non-assessable and was not issued in violation of any federal or state securities laws, or in violation of or subject to any preemptive or similar right, purchase option, call or right of first refusal or similar right. As of the date hereof, Purchaser does not have any outstanding borrowings (other than any outstanding letters of credit) under that certain (i) Amended and Restated Credit Agreement dated as of December 15, 2017 among Purchaser, as borrower, certain lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Xxxxx Fargo Bank, National Association, as syndication agent or (ii) Term Loan Agreement dated as of December 15, 2017 among Purchaser, as borrower, certain lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Xxxxxx Xxxxxxx Senior Funding, Inc. and Xxxxx Fargo Bank, National Association, as co-syndication agents.