Common use of Company and Subsidiaries; Capitalization Clause in Contracts

Company and Subsidiaries; Capitalization. The SEC Documents set forth a true and correct list of the holders of 5% or more of the Capital Stock of Parent Issuer and its Subsidiaries as of the date of Parent Issuer’s most recent Schedule 14A filing. As of the date hereof, Parent Issuer has the number of authorized, issued and outstanding shares of common stock and preferred stock (including the Series A Preferred Stock) as set forth on Schedule 4.3. As of the date hereof, all of the issued and outstanding Capital Stock of Parent Issuer has been duly authorized, validly issued and is fully paid and nonassessable. As of the date hereof, all of the issued and outstanding Capital Stock of the Company has been duly authorized, validly issued and is fully paid and nonassessable, and all of such Capital Stock of the Company is owned by Parent Issuer. Schedule 4.3 sets forth a true and correct list of every Subsidiary of Parent Issuer as of the date hereof. Each such Subsidiary is, directly or indirectly, 100% owned by Parent Issuer, except as otherwise described in the SEC Documents. Except as set forth in the SEC Documents, as of the date hereof, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, employee stock plans or other similar agreements or understandings for the purchase or acquisition of any shares of Capital Stock or other securities of Parent Issuer or any of its Subsidiaries. The Guarantors constitute all of the License Subsidiaries and Material Subsidiaries.

Company and Subsidiaries; Capitalization. The SEC Documents set forth a true and correct list of the holders of 5% or more of the Capital Stock of Parent Issuer and its Subsidiaries as of the date of Parent IssuerParent’s most recent Schedule 14A filing. As of the date hereof, Parent Issuer has the number of authorized, issued and outstanding shares of common stock and preferred stock (including the Series A Preferred Stock) as set forth on Schedule 4.34.3 annexed hereto. As of the date hereof, all of the issued and outstanding Capital Stock of Parent Issuer has been duly authorized, validly issued and is fully paid and nonassessable. As of the date hereof, all of the issued and outstanding Capital Stock of the Company has been duly authorized, validly issued and is fully paid and nonassessable, and all of such Capital Stock of the Company is owned by Parent IssuerParent. As of the date hereof, Schedule 4.3 annexed hereto sets forth a true and correct list of all Capital Stock, outstanding as of the date hereof, of Issuer and each of its Subsidiaries. As of the date hereof, all of the issued and outstanding Capital Stock of Issuer has been duly authorized, validly issued, and all of such Capital Stock of Issuer is owned by the Company. Schedule 4.3 annexed hereto sets forth a true and correct list of every Subsidiary of Parent Issuer as of the date hereofhereof and correctly indicates which Subsidiaries of Parent will be, after giving effect to the Spinco Assets Transfer, owned, directly or indirectly, by Issuer and also indicates Issuer’s percentage ownership of each such Subsidiary after giving effect to the Spinco Assets Transfer. Each such Subsidiary is, directly or indirectly, 100% owned by Parent IssuerParent, except as otherwise described in the SEC Documents. Except as set forth in the SEC DocumentsDocuments and except for any outstanding warrants issued pursuant to the First Lien Warrant Agreement or the Second Lien Warrant Agreements, the Acquiror Call Right Agreement and the Holder Call Right Agreement, as of the date hereof, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, employee stock plans or other similar agreements or understandings for the purchase or acquisition of any shares of Capital Stock or other securities of Parent Issuer or any of its Subsidiaries. The Guarantors constitute all of the License Subsidiaries and Material Subsidiaries that are Domestic Subsidiaries.

Company and Subsidiaries; Capitalization. The SEC Documents set forth a true and correct list of the holders of 5% or more of the Capital Stock of Parent Issuer and its Subsidiaries as of the date of Parent Issuer’s Issuers most recent Schedule 14A filing. As of the date hereof, Parent Issuer has the number of authorized, issued and outstanding shares of common stock and preferred stock (including the Series A Preferred Stock) as set forth on Schedule 4.3. As of the date hereof, all of the issued and outstanding Capital Stock of Parent Issuer has been duly authorized, validly issued and is fully paid and nonassessable. As of the date hereof, all of the issued and outstanding Capital Stock of the Company has been duly authorized, validly issued and is fully paid and nonassessable, and all of such Capital Stock of the Company is owned by Parent Issuer. Schedule 4.3 sets forth a true and correct list of every Subsidiary of Parent Issuer as of the date hereof. Each such Subsidiary is, directly or indirectly, 100% owned by Parent Issuer, except as otherwise described in the SEC Documents. Except as set forth in the SEC Documents, as of the date hereof, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, employee stock plans or other similar agreements or understandings for the purchase or acquisition of any shares of Capital Stock or other securities of Parent Issuer or any of its Subsidiaries. The Guarantors constitute all of the License Subsidiaries and Material Subsidiaries.

Company and Subsidiaries; Capitalization. The SEC Documents set forth a true and correct list of the holders of 5% or more of the Capital Stock of Parent Issuer and its Subsidiaries as of the date of Parent IssuerParent’s most recent Schedule 14A filing. As of the date hereof, Parent Issuer has the number of authorized, issued and outstanding shares of common stock and preferred stock (including the Series A Preferred Stock) as set forth on Schedule 4.34.3 annexed hereto. As of the date hereof, all of the issued and outstanding Capital Stock of Parent Issuer has been duly authorized, validly issued and is fully paid and nonassessable. As of the date hereof, all of the issued and outstanding Capital Stock of the Company has been duly authorized, validly issued and is fully paid and nonassessable, and all of such Capital Stock of the Company is owned by Parent IssuerParent. As of the date hereof, Schedule 4.3 annexed hereto sets forth a true and correct list of all Capital Stock outstanding as of the date hereof, of Spinco and each of its Subsidiaries. As of the date hereof, all of the issued and outstanding Capital Stock of Spinco has been duly authorized, validly issued, and all of such Capital Stock of Spinco is owned by the Company. Schedule 4.3 annexed hereto sets forth a true and correct list of every Subsidiary of Parent Issuer as of the date hereofhereof and correctly indicates which Subsidiaries of Parent will be, after giving effect to the Spinco Assets Transfer, owned, directly or indirectly, by Spinco and also indicates Spinco’s percentage ownership of each such Subsidiary after giving effect to the Spinco Assets Transfer. Each such Subsidiary is, directly or indirectly, 100% owned by Parent IssuerParent, except as otherwise described in the SEC Documents. Except as set forth in the SEC DocumentsDocuments and except for any outstanding warrants issued pursuant to the Warrant Agreement and the Warrant Agreement (as defined in the Second Lien Purchase Agreement), the Acquiror Call Right Agreement and the Holder Call Right Agreement, as of the date hereof, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, employee stock plans or other similar agreements or understandings for the purchase or acquisition of any shares of Capital Stock or other securities of Parent Issuer or any of its Subsidiaries. The Guarantors constitute all of the License Subsidiaries and Material Subsidiaries that are Domestic Subsidiaries.