Common use of Organization and Good Standing; Capitalization Clause in Contracts

Organization and Good Standing; Capitalization. (i) The Company has been duly organized and is validly existing as a corporation in active status under the laws of the state of Florida and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and to enter into and perform its obligations under, or as contemplated under, this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect. (ii) Each subsidiary of the Company that is set forth on Schedule V hereto (the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect. (iii) Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Significant Subsidiary of the Company has been duly authorized and validly issued and is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Significant Subsidiary. The Company has an authorized capitalization as set forth in the Registration Statement, the Disclosure Package and the Prospectus under the heading “Capitalization.”

Organization and Good Standing; Capitalization. (ia) The Company has been Seller and the Selling Subsidiary are duly organized and is organized, validly existing as a corporation and in active status good standing (where such concept is recognized in the relevant jurisdiction) under the laws Laws of its jurisdiction of incorporation or formation. Except as would not have a material adverse effect on the state ability of Florida Seller and has corporate the Selling Subsidiary to perform their obligations under this Agreement or the other Transaction Documents or a material adverse effect on the ability of Seller and the Selling Subsidiary to consummate the transactions contemplated by the Transaction Documents, Seller and the Selling Subsidiary have all requisite power and authority to own, own or lease and operate its respective properties and to conduct carry on its business businesses as described now being operated and conducted. The Transferred Company and each Subsidiary of the Transferred Company is a legal entity duly organized, validly existing and in good standing (where such concept is recognized in the Registration Statementrelevant jurisdiction) under the Laws of its jurisdiction of incorporation or formation, the Disclosure Package and the Prospectus has all requisite power and authority to own or lease and operate its respective properties and to enter into carry on the Business as now being operated and perform its obligations under, or as contemplated under, this Agreementconducted. The Transferred Company and each of its Subsidiaries is duly qualified as a foreign corporation and licensed to transact do business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the its ownership or leasing of property or the its conduct of businessthe Business requires it, except where the failure for any failures to be so qualify qualified or be in good standing licensed that would not result in have a Material Adverse Effect. (iib) Each subsidiary True and complete copies of the articles of incorporation and by-laws (or other similar organizational documents) of the Transferred Company that is and each of its Subsidiaries, as amended as of the date hereof, have been made available to Buyer prior to the date hereof, and all such documents are in full force and effect. (c) Section 3.01(c) of the Disclosure Letter sets forth, as of the date hereof, a true and complete list of the authorized capitalization of the Transferred Company, the number of issued and outstanding limited liability company interests or other equity interests in the Transferred Company and the record and beneficial owners thereof. Except as set forth on Schedule V hereto (the “Significant Subsidiaries”Section 3.01(c) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationDisclosure Letter, has corporate power and authority to ownthere are not issued, lease and operate its properties and to conduct its business as described reserved for issuance or outstanding any limited liability company interests or other equity interests in the Registration StatementTransferred Company, or any security convertible or exercisable or exchangeable therefor. There are no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable securities or other Contracts pursuant to which the Disclosure Package and the Prospectus and Transferred Company is duly qualified as a foreign corporation or may become obligated to transact business and is in good standing in each issue, sell, purchase, return or redeem, or any stock appreciation, phantom stock, restricted share, restricted stock unit, performance unit, contingent value, profit participation or similar rights with respect to, any limited liability company interests or other jurisdiction in which such qualification is required, whether by reason securities or other equity interests of the ownership Transferred Company, or leasing any security convertible or exercisable or exchangeable therefor, and no equity securities or other equity interests of property the Transferred Company are reserved for issuance for any purpose. There is not, and immediately after the Closing there will not be, any Contract, right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement or equityholders agreement, to which the conduct Transferred Company is a party (or, to the knowledge of businessSeller, except where to which any other Person is a party), with respect to any limited liability company interests or other securities or other equity interests of the failure to so qualify Transferred Company, or be in good standing would not result in a Material Adverse Effectany security convertible or exercisable or exchangeable therefor. (iiid) Except Section 3.01(d) of the Disclosure Letter sets forth, as otherwise disclosed in of the Registration Statementdate hereof, a true and complete list of the authorized capitalization of each Subsidiary of the Transferred Company, the Disclosure Package and the Prospectus, all number of the issued and outstanding shares of each class of capital stock of or other equity interests in each Significant such Subsidiary and the record and beneficial owners thereof. Except as set forth on Section 3.01(d) of the Company has been duly authorized and validly issued and is fully paid and non-assessable and is owned by the CompanyDisclosure Letter, directly there are not issued, reserved for issuance or through subsidiaries, free and clear of outstanding any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock or other equity interests in any Subsidiary of the Transferred Company, or any Significant Subsidiary was issued in violation security convertible or exercisable or exchangeable therefor. Other than as set forth on Section 3.01(d) of preemptive the Disclosure Letter, there are no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable securities or other Contracts pursuant to which any Subsidiaries of the Transferred Company are or may become obligated to issue, sell, purchase, return or redeem, or any stock appreciation, phantom stock, restricted share, restricted stock unit or similar rights with respect to, any shares of capital stock or other securities or other equity interests of such Subsidiary, or any security convertible or exercisable or exchangeable therefor, and no equity securities or other equity interests of the Subsidiaries of the Transferred Company are reserved for issuance for any purpose. Other than as set forth on Section 3.01(d) of the Disclosure Letter, there are no outstanding performance unit, contingent value, profit participation or similar rights with respect to any shares of capital stock or other securities or other equity interests of such Subsidiary, or any security convertible or exercisable or exchangeable therefor. Except as set forth on Section 3.01(d) of the Disclosure Letter, there is not, and immediately after the Closing there will not be, any Contract, right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement or equityholders agreement, to which any Subsidiary of the Transferred Company is a party (or, to the knowledge of Seller, to which any other Person is a party), with respect to any shares of capital stock or other securities or other equity interests of any Subsidiary of the Transferred Company any security holder of such Significant Subsidiary. The Company has an authorized capitalization convertible or exercisable or exchangeable therefor. (e) Except as set forth in Section 3.01(d) or Section 3.01(e) of the Registration StatementDisclosure Letter, the Transferred Company does not own, directly or indirectly, any equity interests, shares of capital stock or other securities in any other Person. (f) None of the Persons set forth in Section 3.01(f) of the Disclosure Package and Letter (the Prospectus under “Non-RSN Entities”) engages in any activities or operations, or owns any assets, in each case, related to the heading “CapitalizationBusiness.”

Organization and Good Standing; Capitalization. (a) (i) The As of the date of this Agreement, the Company has been is a corporation duly organized and is organized, validly existing as a corporation and in active status good standing under the laws Laws of the state State of Florida Maryland, and has all requisite corporate power and authority to own, lease and or operate its the Company’s properties and to conduct carry on its business as described in now being operated and conducted. As of the Registration StatementClosing Date, the Disclosure Package and the Prospectus and to enter into and perform its obligations underCompany shall be a limited liability company duly organized, or as contemplated under, this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect. (ii) Each subsidiary of the Company that is set forth on Schedule V hereto (the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation and in good standing under the laws Laws of the jurisdiction State of its incorporationMaryland, and has corporate all requisite limited liability company power and authority to own, lease and or operate its the Company’s properties and to conduct carry on its business as described in now being operated and conducted. (i) As of the Registration Statementdate of this Agreement, the Disclosure Package and the Prospectus and Company is duly qualified or otherwise authorized to act as a foreign corporation to transact business and is in good standing in each under the Laws of every other jurisdiction in which such qualification or authorization is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary under applicable Law, except where any such failure would not, individually or in the failure aggregate, reasonably be expected to so qualify or be in good standing would not result in have a Material Adverse Effect. True and complete copies of the following have been made available (or in the case of (B) below, will be made available) to Buyer: (A) the articles of incorporation and by-laws of the Company in effect on the date of this Agreement and (B) the articles of formation and operating agreement of the Company in effect on the Closing Date have been made available to Buyer. (iiia) Except (i) Each Subsidiary of the Company is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation, and has all requisite organizational power and authority to own, lease or operate such Subsidiary’s properties and to carry on its business as now being operated and conducted. (i) Each Subsidiary of the Company is qualified or otherwise disclosed authorized to act as a foreign corporation and is in good standing under the Laws of every other jurisdiction in which such qualification or authorization is necessary under applicable Law, except where any such failure would not, individually or in the Registration Statementaggregate, reasonably be expected to have a Material Adverse Effect. True and complete copies of the certificate of incorporation and by-laws or equivalent organizational documents of each Subsidiary of the Company have been made available to Buyer. (b) The Pre-Restructuring Stock Ownership Schedule sets forth the authorized capitalization of the Company, the Disclosure Package number of shares of each class of capital stock of, or other equity interests in, the Company that are issued and outstanding and the Prospectusrecord ownership of such shares or other equity interests immediately prior to the Restructuring. The Pre-Restructuring Stock Ownership Schedule is a complete and correct description of all equity interests, options or rights to acquire equity interests and instruments convertible into equity interests of the Company outstanding immediately prior to the Restructuring. (c) The Stock Ownership Schedule sets forth the authorized capitalization of the Company, the number of shares of each class of capital stock of, or other equity interests in, the Company that are issued and outstanding and the record ownership of such shares or other equity interests as of the date of this Agreement. The Stock Ownership Schedule is a complete and correct description of all equity interests, options or rights to acquire equity interests and instruments convertible into equity interests of the Company outstanding as of the date of this Agreement. As of the date of this Agreement, the Seller Interests represent all of the issued and outstanding equity interest of the Company and are duly authorized, validly issued, fully paid and nonassessable. (d) The Membership Interest Schedule sets forth the authorized capitalization of the Company, the membership interests and other equity interests in the Company that are issued and outstanding and the record ownership of such membership interests or other equity interests after giving effect to the LLC Conversion. The Membership Interest Schedule is a complete and correct description of all outstanding equity interests, options or rights to acquire equity interests and instruments convertible into equity interests of the Company as of the Closing Date. As of the Closing Date, the Transferred Equity interests represent all of the issued and outstanding membership interests and other equity interests of the Company and are duly authorized, validly issued, fully paid and nonassessable. There are no outstanding warrants, options, subscriptions, convertible or exchangeable securities or other Contracts pursuant to which the Company is obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of or other equity interests in the Company, and no equity securities of or other equity interests in the Company are reserved for issuance for any purpose. Except as set forth on Schedule 4.01(e), the Company does not have any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other similar contracts or understandings, including any rights of first refusal or preemptive rights, in effect with respect to the voting or transfer of any of the capital stock, share capital or other equity interests in the Company. (e) Schedule 4.01(f) sets forth the authorized capitalization of each Significant Subsidiary of the Company, the number of shares of each class of capital stock of, or other equity interests in, such Subsidiary of the Company that are issued and outstanding and the record ownership of such shares or other equity interests (such shares or equity interests, the “Subsidiary Equity Interests”). The Company is the record and beneficial owner of all the Subsidiary Equity Interests and has good and valid title to the Subsidiary Equity Interests and the certificates representing the Subsidiary Equity Interests (to the extent such Subsidiary Equity Interests are certificated), free and clear of all Liens. Schedule 4.01(f) is a complete and correct description of all equity interests, options or rights to acquire equity interests and instruments convertible into equity interests of any Subsidiary of the Company. The Subsidiary Equity Interests are duly authorized, validly issued, fully paid and nonassessable. There are no outstanding warrants, options, subscriptions, convertible or exchangeable securities or other Contracts pursuant to which any Subsidiary of the Company is obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of or other equity interests in any Subsidiary of the Company, and no equity securities of or other equity interests in any Subsidiary of the Company are reserved for issuance for any purpose. No Subsidiary of the Company has been duly any outstanding or authorized and validly stock appreciation, phantom stock, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other similar Contracts or understandings, including any rights of first refusal or preemptive rights, in effect with respect to the voting or transfer of any of the capital stock, share capital or other equity interests in any Subsidiary of the Company. (f) Schedule 4.01(g) sets forth the authorized capitalization of each Government Contract Joint Venture, the number of shares of each class of capital stock of, or other equity interests in, such Government Contract Joint Venture that are issued and is fully paid outstanding and non-assessable and is the record ownership of such shares or other equity interests (such shares or equity interests which are owned by the Company, directly the “Joint Venture Equity Interests”) and, to the knowledge of the Company, the number of shares of each class of capital stock, or through subsidiariesother equity interests, in such Government Contract Joint Venture that are outstanding and owned by another Person and the record and beneficial owner of such other equity interests. The Company is the record and beneficial owner of the Joint Ventures Equity Interests and has good and valid title to the Joint Venture Equity Interests and the certificates representing the Joint Venture Equity Interests (to the extent such Joint Venture Equity Interests are certificated), free and clear of all Liens. To the Company’s knowledge, the Joint Venture Equity Interests are duly authorized, validly issued, fully paid and nonassessable. To the Company’s knowledge, there are no outstanding warrants, options, subscriptions, convertible or exchangeable securities or other Contracts pursuant to which any security interestGovernment Contract Joint Venture is obligated to issue, mortgagesell, pledgepurchase, lien, encumbrance, claim return or equity; and none of the outstanding redeem any shares of capital stock or other securities of or other equity interests in any Government Contract Joint Venture, and no equity securities of or other equity interests in any Government Contract Joint Venture are reserved for issuance for any purpose. To the Company’s knowledge, no Government Contract Joint Venture has any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other similar Contracts or understandings, including any rights of first refusal or preemptive rights, in effect with respect to the voting or transfer of any Significant Subsidiary was issued Joint Venture Equity Interests, or to the knowledge of the Company, any other capital stock, share capital or other equity interests in violation of preemptive or similar rights of any security holder of such Significant Subsidiary. The Company has an authorized capitalization Government Contract Joint Venture. (g) Except as set forth in Schedule 4.01(f) and Schedule 4.01(g), no Acquired Company owns, directly or indirectly, any equity securities of or other equity interests in or any debt securities of any Person. (h) Schedule 4.01(i) sets forth a list of (i) the Registration Statement, jurisdictions in which each of the Disclosure Package Acquired Companies is qualified to do business or act as a foreign corporation and (ii) the jurisdictions in which any of the Acquired Companies has registered a fictitious name or “doing business as” or similar registration and the Prospectus under the heading “Capitalizationrelated name.”

Organization and Good Standing; Capitalization. (i) The Company has been A. Each of the Borrower and each Subsidiary is a corporation duly organized and is validly existing as a corporation and in active status good standing under the laws Laws of its jurisdiction of incorporation. Each of the state of Florida Borrower and each Subsidiary has the corporate power and authority to own, lease own and operate its properties and to conduct carry on its business as described in the Registration Statement, the Disclosure Package now conducted and the Prospectus and as proposed to enter into and perform its obligations under, or as contemplated under, this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect. (ii) Each subsidiary of the Company that is set forth on Schedule V hereto (the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus conducted and is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction all jurisdictions in which such qualification it is required, whether by reason of the ownership or leasing of property or the conduct of doing business, except where the failure to be so qualify qualified or be in good standing would standing, singly or in the aggregate, has not result in had and will not have a Material Adverse Effect. B. All of the Subsidiaries as of the Closing Date are identified in SCHEDULE 4.1. The Capital Stock of each of the Subsidiaries identified in SCHEDULE 4.1 is duly authorized, validly issued, fully paid and nonassessable and none of such Capital Stock constitutes Margin Stock. C. As of the date hereof but giving effect to the Transactions (iii) Except excluding the over-allotment option granted in connection with the Minimum IPO, as otherwise disclosed reflected in the Registration StatementProspectus), the Disclosure Package and the Prospectus, all of the there are issued and outstanding capital stock 13,690,546 shares of each Significant Subsidiary Common Stock of the Company. Such shares of Common Stock of the Company has have been duly authorized and validly issued and is issued, fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Significant Subsidiarynonassessable. The Company has an authorized capitalization Except as set forth in on SCHEDULE 4.1, no stockholder of the Registration StatementBorrower has or will have any preemptive rights to subscribe for any additional equity securities of the Borrower. Except for the Warrants and except as set forth on SCHEDULE 4.1, neither the Borrower nor any of its Subsidiaries has granted or issued, or has agreed to grant or issue, any Equity Rights to any Person to acquire any shares of, or other securities convertible into, the Disclosure Package Company's or any of its Subsidiaries' Capital Stock. D. The Warrant Shares have been duly and validly reserved for issuance upon the exercise of the Warrants and, when issued and delivered against payment therefor as provided therein, will be duly authorized, validly issued, fully paid and nonassessable and subject to no Liens in respect of the issuance thereof. The issuance, sale and delivery of the Warrants and the Prospectus under Warrant Shares is not, and will not be, subject to any preemptive right of stockholders of the heading “CapitalizationBorrower or any right of first refusal or other right in favor of any Person.”

Organization and Good Standing; Capitalization. (ia) The Company has been is duly organized and is incorporated, validly existing as a corporation and in active status good standing under the laws Legal Requirements of the state State of Florida Maryland and has corporate full power and authority to ownown and lease its Assets as they are now owned and leased, lease and operate its properties and to conduct carry on its business as described in the Registration Statement, the Disclosure Package and the Prospectus and to enter into and perform its obligations under, or as contemplated under, this Agreementit is now being conducted. The Company is duly qualified as a foreign corporation and licensed to transact do business and is in good standing in each other jurisdiction in which all jurisdictions where the character of the Assets owned or leased by it or the nature of its activities makes such qualification is requirednecessary, whether by reason of the ownership or leasing of property or the conduct of business, except and each jurisdiction where the failure Company is qualified and licensed to so qualify or be in good standing would not result in a Material Adverse Effect. (ii) Each subsidiary of the Company that do business is set forth on Schedule V hereto (4.1(a) to the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Seller Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse EffectLetter. (iiib) Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, The Capitalization Table sets forth all of the authorized, issued and outstanding capital stock Securities, along with the name of each Significant Subsidiary record holder of the Company Securities, the number of Securities held by each such record holder and the address of each such record holder. No Person, except as set forth on the Capitalization Table, has been any ownership, investment, financial or governance rights or interest, or option or warrant to acquire any such right or interest in the Company. All of the Securities were duly authorized and validly issued issued, and is are fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none assessable. None of the outstanding shares of capital stock of any Significant Subsidiary was Securities were offered, sold or issued in violation of preemptive the Securities Act, any other applicable Legal Requirements relating to the offer, sale or similar rights issuance of securities or any security holder of such Significant SubsidiaryPreferential Right. The Company has an authorized capitalization is not under any obligation, contingent or otherwise, to register any of the Securities under the Securities Act or any applicable state securities Legal Requirements. Except as set forth on the Capitalization Table, there are no outstanding options, warrants, calls, rights, convertible or exchangeable securities, stock appreciation rights, phantom stock, profit participation rights or other rights, agreements, arrangements, obligations or commitments of any character relating to any of the Securities or any other interest in the Registration StatementCompany. Other than the Company’s Governance Documents and Constitutive Documents, there are no rights or commitments, contingent or otherwise, of the Company to purchase, redeem or otherwise acquire any of the Securities. Except as set forth on Schedule 4.1(b) to the Seller Disclosure Package and Letter, there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the Prospectus under voting or transfer of any of the heading “CapitalizationSecurities. The Company does not own any securities of, or any other interest in, any Person.”

Organization and Good Standing; Capitalization. (a) Each of U.S. Seller, UK Seller, each Transferred Company and each Subsidiary of a Transferred Company: (i) The Company has been is a legal entity duly organized and is organized, validly existing as a corporation and in active status good standing (where such concept is recognized in the relevant jurisdiction) under the laws Laws of the state its jurisdiction of Florida and incorporation or formation; (ii) has all requisite corporate power and authority to own, own or lease and operate its respective properties relating to the Business and to conduct its business carry on the Business as described in the Registration Statement, the Disclosure Package now being operated and the Prospectus and to enter into and perform its obligations under, or as contemplated under, this Agreement. The Company conducted; and (iii) is duly qualified to do business as a foreign corporation to transact business and is in good standing in each other jurisdiction in which where such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except for those jurisdictions where the failure to be so qualify qualified would not, individually or be in good standing would not result in the aggregate, have a Material Adverse Effect. (iib) Each subsidiary True and complete copies of the articles of incorporation and by-laws (or other constitutional documents or similar organizational documents) of each Transferred Company that is set forth on Schedule V hereto (the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction each of its incorporation, has corporate power and authority Subsidiaries have been made available to own, lease and operate its properties and Buyer prior to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effectdate hereof. (iiic) Schedule 3.01(c) sets forth, as of the date hereof, the authorized capitalization of each Transferred Company, the number of shares of each class of capital stock, share capital or other equity interests in each Transferred Company and the record/legal and beneficial owners thereof. Except as otherwise disclosed for this Agreement, there are no outstanding or authorized warrants, options, agreements, subscriptions, convertible or exchangeable securities or other Contracts pursuant to which Seller or the Transferred Companies are or may become obligated to issue, sell, dispose of, purchase, acquire, register, return or redeem any shares of capital stock, share in the Registration Statementcapital or other securities or other equity interests of the Transferred Companies, or any security convertible or exercisable or exchangeable therefore, and no equity securities or other equity interests of the Transferred Companies are reserved for issuance for any purpose. The Transferred Companies do not have any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other similar agreements or understandings, including any rights of first refusal, in effect with respect to the voting or transfer of any of the capital stock, share capital or other equity interests in any of the Transferred Companies. (d) Schedule 3.01(d) sets forth, as of the date hereof, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock authorized capitalization of each Significant Subsidiary of the Company has been duly Transferred Companies, the number of shares of each class of capital stock, share capital or other equity interests in each such Subsidiary and the record/legal and beneficial owners thereof. There are no outstanding or authorized warrants, options, agreements, subscriptions, convertible or exchangeable securities or other Contracts pursuant to which any Subsidiaries of the Transferred Companies are or may become obligated to issue, sell, dispose of, purchase, acquire, register, return or redeem any shares of capital stock, shares in the capital or other securities or other equity interests of such Subsidiary, or any security convertible or exercisable or exchangeable therefor, and validly issued and is fully paid and non-assessable and is owned by no equity securities or other equity interests of the CompanySubsidiaries of the Transferred Companies are reserved for issuance for any purpose. The Subsidiaries of the Transferred Companies do not have any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other similar agreements or understandings, including any rights of first refusal, in effect with respect to the voting or transfer of any of the capital stock, share capital or other equity interests in any Subsidiary of the Transferred Companies. (e) The Transferred Companies do not own or have any interest in, directly or through subsidiariesindirectly, free and clear any equity interests in or equity securities of any security interestother Person. (f) The Transferred Companies do not own or have any interest in, mortgagedirectly or indirectly, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock any debt securities of any Significant Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Significant Subsidiary. The Company has an authorized capitalization as set forth in the Registration Statement, the Disclosure Package and the Prospectus under the heading “Capitalizationother Person.”